Shanghai Precise Packaging Co.Ltd(300442)
Explanation on the main differences between the report on major asset replacement, issuance of shares to purchase assets, raising supporting funds and related party transactions (Draft) (five revisions) and the reorganization report (Draft) (four revisions)
On November 23, 2021, Shanghai Precise Packaging Co.Ltd(300442) (hereinafter referred to as "the company" and "the listed company") issued the second round examination and inquiry letter on Shanghai Precise Packaging Co.Ltd(300442) application for major asset replacement, issuance of shares to purchase assets, raising supporting funds and related party transactions (examination and inquiry letter [2021] No. 030020) (hereinafter referred to as "the second examination and inquiry letter") ）According to the relevant requirements of the audit inquiry letter, the listed company supplemented and revised the restructuring report and disclosed the draft restructuring report (four revisions) on November 23, 2021.
In order to implement the requirements of Shenzhen Stock Exchange, listed companies supplement and revise the restructuring report, On December 26, 2021, the report on Shanghai Precise Packaging Co.Ltd(300442) major asset replacement, issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) (five revisions) (hereinafter referred to as "restructuring report (Draft) (five revisions)") was disclosed. Now the restructuring report (Draft) (five revisions) and the restructuring report (Draft) are reviewed The main differences of (the Fourth Revision) are described as follows:
1. Supplement the financial data of relevant entities of this restructuring from January to October 2021;
2. "General noun interpretation" of "interpretation";
3. Supplementary disclosure of "I. special risk tips" of "tips on major events";
4. Supplementary disclosure of "II. Overview of this trading scheme" of "tips on major events";
5. Supplementary disclosure of "5. Appraisal and valuation of assets placed and assets placed" in "tips on major events"; 6. Supplementary disclosure of "VI. impact of this transaction on listed companies" in "tips on major events";
7. Supplementary disclosure of "VII. Decision making procedures and approval procedures that have been performed and still need to be performed in this transaction" in "tips on major events";
8. Supplementary disclosure of "10. Arrangements for the sale of some assets of listed companies" in "tips on major events";
9. Supplementary disclosure of "XII. Diluted immediate return of this restructuring and relevant filling measures" in "tips on major events";
10. Supplementary disclosure of "I. risks related to this transaction" in "major risk tips";
11. Supplementary disclosure of "II. Risks related to the subject company" of "major risk tips";
12. Supplementary disclosure of "I. background, purpose and necessity of this transaction" in "section I overview of this transaction";
13. Supplementary disclosure of "II. Decision making process of this transaction" in "section I overview of this transaction";
14. Supplementary disclosure of "III. specific scheme of this transaction" in "section I overview of this transaction";
15. Supplementary disclosure of "v. impact of this transaction on the listed company" in "section I overview of this transaction";
16. Supplementary disclosure of "VI. main business development and main financial data of Listed Companies in the last three years and the first period" of "section II basic information of listed companies";
17. Supplementary disclosure of "I. Basic information of major asset replacement, issuing shares to purchase assets" in "section III basic information of counterparties";
18. Supplementary disclosure of "2. Description of other matters of the counterparty" in "section III basic information of the counterparty";
19. Supplementary disclosure of "2. Basic information of proposed assets" in "section IV basic information of proposed assets";
20. Supplementary disclosure of "III. basic information of debts of assets to be acquired" in "section IV basic information of assets to be acquired";
21. Supplementary disclosure of "IV. mortgage, pledge, external guarantee, major pending litigation and administrative punishment of proposed assets" in "section IV basic information of proposed assets";
22. Supplementary disclosure of "VI. main financial data of proposed assets" in "section IV basic information of proposed assets";
23. Supplementary disclosure of "IV. equity structure and property right control relationship of the subject company" in "section V basic information of assets to be placed";
24. Supplementary disclosure of "v. subsidiaries of the target company" in Section V "basic information of assets to be placed";
25. Supplementary disclosure of "VI. directors, supervisors, senior managers, core personnel and their changes" in "section V basic information of assets to be placed";
26. Supplementary disclosure of "VII. Employees and their social security" in "section V basic information of assets to be placed";
27. "VIII. Ownership of major assets, external guarantees and major liabilities" in "section V basic information of assets to be placed";
28. Supplementary disclosure of "10. Asset evaluation, equity transfer and capital increase and decrease of the subject matter of the transaction in the recent three years" in Section V "basic information of the assets to be placed";
29. Supplementary disclosure of "XVI. Project initiation, environmental protection, industry access, land use, planning, construction license and other related approval matters related to the transaction object" in Section V "basic information of assets to be placed";
30. Supplementary disclosure of "I. main business of the target company" in "section VI business and technology of assets to be purchased";
31. Supplementary disclosure of "II. Basic information and competition of the industry" in "section VI business and technology of assets to be purchased";
32. Supplementary disclosure of "IV. main business qualifications of assets to be purchased" in "section VI business and technology of assets to be purchased";
33. Supplementary disclosure of "VI. energy conservation review, safety production, environmental protection and service quality of assets to be purchased" in Section VI "business and technology of assets to be purchased";
34. Supplementary disclosure of "2. Issuance of shares to raise supporting funds" in "Section VII issuance of shares"; 24. Supplementary disclosure of "III. The raising of supporting funds" in "Section VII share issuance"; 25. Supplementary disclosure of "II. Evaluation of assets to be placed" in "Section VIII valuation and pricing fairness of underlying assets";
26. Supplementary disclosure of "VII. Analysis of the board of directors on the rationality of the evaluation of the underlying assets and the fairness of pricing" in Section VIII "evaluation and pricing of the underlying assets";
27. Supplementary disclosure of "IX. additional evaluation" in "Section VIII valuation and pricing fairness of subject assets";
28. Supplementary disclosure of "section Xi management discussion and analysis";
29. Supplementary disclosure of "section XII financial accounting information";
30. Supplementary disclosure of "section XIII horizontal competition and related party transactions";
31. Supplementary disclosure of "Xi. Major contracts" in "section 16 other important matters";
In addition, there was no other significant difference. It is hereby explained.
Shanghai Precise Packaging Co.Ltd(300442) December 26, 2021
