China Galaxy Securities Co.Ltd(601881)
about
China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transactions
of
Verification opinions of independent financial advisor
Independent financial advisor
December, 2001
catalogue
catalogue 2 interpretation 3 declare that Section 1 basic information of this transaction six
1、 Summary of this transaction plan six
2、 This transaction constitutes a connected transaction seven
3、 This transaction constitutes a major asset restructuring seven
4、 This transaction does not constitute reorganization and listing eight
Section II verification of the implementation of this transaction nine
1、 Decision making process and approval of this transaction nine
2、 Transfer and delivery of underlying equity ten
3、 Treatment of relevant creditor’s rights and debts ten
4、 Handling of securities issuance registration and other matters eleven
5、 Is there any difference between the relevant actual situation and the previously disclosed information eleven
6、 The replacement of directors, supervisors and senior managers and the adjustment of other relevant personnel eleven
7、 During the implementation of the reorganization, whether the funds and assets of the listed company are actually controlled or otherwise
Occupied by related parties, or the listed company provides guarantee for the actual controller and its related parties
…… eleven
8、 Performance of relevant agreements and commitments twelve
9、 Compliance and risk of relevant follow-up matters twelve
Section III conclusions of the independent financial adviser fourteen
interpretation
In this verification opinion, unless otherwise specified, the following abbreviations have the following meanings:
This verification opinion refers to the verification opinion of China Galaxy Securities Co.Ltd(601881) independent financial advisor on the implementation of China National Complete Plant Import And Export Co.Ltd(000151) major asset purchase and related party transactions
Independent financial advisor, the independent financial advisor
Restructuring report refers to China National Complete Plant Import And Export Co.Ltd(000151) report on major asset purchase and related party transactions (Draft)
SDIC group refers to China Development and Investment Group Co., Ltd
Zhongcheng group refers to China complete equipment import and Export Group Co., Ltd
China National Complete Plant Import And Export Co.Ltd(000151) / listed company / refers to China National Complete Plant Import And Export Co.Ltd(000151) , a company listed on Shenzhen Stock Exchange, stock code: 000151 company
Yu Cheng International Investment Limited, a wholly-owned subsidiary of China National Complete Plant Import And Export Co.Ltd(000151) established in Hong Kong, is the actual delivery subject of this transaction
Zhongcheng Hong Kong / counterparty refers to China complete equipment import and Export Group (Hong Kong) Co., Ltd., which is a wholly-owned subsidiary of Zhongcheng group
Tialoc / target company means tialoc Singapore PTE. Ltd., a company registered in Singapore
Nutara means nutara investmentpte Ltd., a shareholder holding 49% of tialoc’s shares
The underlying assets refer to 1500000 shares of the underlying company held by Zhongcheng Hong Kong, corresponding to 30% of the shares of the underlying company
Through its new Hong Kong subsidiary Yucheng international, the listed company paid cash for this share transfer, which refers to the purchase of 30% shares of tialoc held by Zhongcheng Hong Kong, corresponding to 1500000 shares of tialoc
The listed company, through its new Hong Kong subsidiary Yucheng international, paid cash for this transaction / this major purchase of 30% of tialoc shares held by Zhongcheng Hong Kong, corresponding to tialoc 1500000 asset restructuring / this restructuring index shares. After the completion of the share transfer, Zhongcheng Hong Kong entrusts its remaining 21% of the shares of the target company that have not been transferred and the voting rights corresponding to the shares of the target company that may be held in the future to Yucheng international free of charge, exclusively and irrevocably
Jindu lawyer / legal adviser refers to Beijing Jindu law firm
Lixin / Lixin certified public accountants refer to Lixin Certified Public Accountants (special general partnership)
ZTE means ZTE Certified Public Accountants (special general partnership)
Zhonglian appraisal refers to Zhonglian asset appraisal group Co., Ltd
Delivery date refers to the date of share transfer and delivery
Transition period refers to the period from the benchmark date (excluding the benchmark date) to the closing date (including the date)
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
NDRC refers to the national development and Reform Commission of the people’s Republic of China
Ministry of Commerce means the Ministry of Commerce of the people’s Republic of China
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Board of directors means the China National Complete Plant Import And Export Co.Ltd(000151) board of directors
Board of supervisors means the China National Complete Plant Import And Export Co.Ltd(000151) board of supervisors
General meeting means China National Complete Plant Import And Export Co.Ltd(000151) general meeting of shareholders
Share transfer agreement refers to the share transfer agreement signed by the listed company and Zhongcheng Hong Kong on November 18, 2021
Entrusted management agreement refers to the entrusted management agreement signed by the listed company and Zhongcheng Hong Kong on November 18, 2021
Discussion
Performance compensation agreement refers to the performance compensation agreement signed by the listed company and Zhongcheng group on November 18, 2021
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
US dollar means the lawful currency of the United States
Note: unless otherwise specified, all values in this verification opinion retain two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
statement
China Galaxy Securities Co.Ltd(601881) accepted the entrustment of China National Complete Plant Import And Export Co.Ltd(000151) to act as the independent financial adviser of this transaction.
In accordance with the company law, the securities law, the reorganization management measures, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, and the financial advisory business guidelines for major asset reorganization of listed companies (for Trial Implementation) According to the relevant provisions and requirements of laws and regulations, in accordance with the recognized business standards and ethics in the securities industry, in the attitude of good faith, diligence and responsibility, following the principles of objectivity and impartiality, and on the basis of careful review of relevant materials and full understanding of the transaction, the independent financial adviser issued this verification opinion.
The documents and materials on which the verification opinions are based are provided by the trading parties. The trading parties have promised the authenticity, accuracy and integrity of the documents and materials provided, and ensure that such information is free from false records, misleading statements or major omissions. The independent financial advisor shall not bear any risk liability arising therefrom.
The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in this verification opinion as a supplement and modification to this verification opinion, or to make any explanation or explanation to this verification opinion.
Relevant government departments and Shenzhen Stock Exchange are not responsible for the contents of the restructuring report of this transaction, and do not guarantee the authenticity, accuracy and integrity of its contents. Any statement to the contrary is a false statement.
The independent financial adviser reminds the investors that the verification opinions do not constitute any investment suggestions or opinions on China National Complete Plant Import And Export Co.Ltd(000151) , and the independent financial adviser will not bear any responsibility for the possible risks of any investment decisions made by the investors according to the verification opinions. The independent financial adviser specially invites investors to carefully read the announcement document on the restructuring issued by the China National Complete Plant Import And Export Co.Ltd(000151) board of directors.
Section I basic information of this transaction
1、 Summary of the transaction plan
(i) Overview of this transaction
Through its wholly-owned subsidiary in Hong Kong, Yucheng international, the listed company purchased 30% of the shares of tialoc held by Zhongcheng Hong Kong in cash, corresponding to the number of 1500000 shares of tialoc. After the completion of this share transfer, Zhongcheng Hong Kong entrusts its remaining 21% shares of tialoc not transferred and the corresponding voting rights of tialoc shares held in the future to Yucheng international free of charge, exclusively and irrevocably.
After the completion of the above transactions, the listed company will control the voting rights of 51% of tialoc’s shares to realize its control over tialoc. After the completion of this transaction, tialoc’s equity structure is as follows:
No. name of shareholder number of shares (shares) shareholding ratio (%)
1 Yucheng international 150000030.00
2% Hong Kong 105000021.00
3Nutara2,450,00049.00
Total 5000000100.00
After the completion of this transaction, tialoc’s equity control relationship is as follows:
Note: in the figure above, the solid line / box represents the equity proportion of the shares held, and the dotted line / empty box represents the voting right proportion of the shares held.
（2） Transaction price
The listed company has hired an evaluation institution with securities and futures related business qualification, Zoomlion, to evaluate the target company
The company conducted the appraisal. Taking July 31, 2021 as the appraisal base date, the appraisal value of 100% of tialoc’s shares is
1263 million yuan. According to the above appraisal results and through negotiation between the two parties, the transaction price of the underlying assets is determined
378.9 million yuan.
（3） Voting power entrustment
On November 18, 2021, Zhongcheng Hong Kong and China National Complete Plant Import And Export Co.Ltd(000151) signed the entrusted management agreement. According to the Commission
Trust management agreement: from the closing date under the share transfer agreement, Zhongcheng Hong Kong will hold the outstanding shares
Table corresponding to 21% shares of the subject company of Yucheng international and all future shares of the subject company
Shareholders’ rights such as the right to decide, the right to nominate and propose, and the right to convene shall be exclusively, gratuitously and irrevocably entrusted to Yu
Become international.
2、 This transaction constitutes a connected transaction
The counterparty of this transaction is Zhongcheng, a wholly-owned subsidiary of Zhongcheng group, the controlling shareholder of the listed company
Hong Kong. According to the reorganization management measures and listing rules, this transaction constitutes a connected transaction.
3、 This transaction constitutes a major asset restructuring
According to the financial data of tialoc and listed companies in 2020, whether this transaction constitutes a major asset
The calculation of restructuring indicators is as follows:
Unit: 10000 yuan
Tialoc China National Complete Plant Import And Export Co.Ltd(000151) related index projects (December 31, 2020 (proportion of transaction pricing on December 31, 2020 / 2020) / 2020)
Total assets 86091.64180495.1337890.0047 70%
Net assets 48607.27
