Guoyuan Securities Company Limited(000728)
about
Shanghai Precise Packaging Co.Ltd(300442)
Replacement of major assets, issuance of shares, purchase of assets and raising of supporting funds
And related party transactions
of
Independent financial advisor Report
(Revised Version)
Independent financial advisor
Date of signature: December, 2001
interpretation
In this report, unless the context specifies, the following abbreviations have the following meanings: I. interpretation of general terms
Restructuring report refers to 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)
Independent financial consultant report / report Guoyuan Securities Company Limited(000728) public letter on Shanghai Shanghai Precise Packaging Co.Ltd(300442) Packaging Co., Ltd. / this report refers to the independent financial consultant report on the company's major asset replacement, issuing shares to purchase assets, raising supporting funds and related party transactions
This transaction / this reorganization / this reorganization refers to the purchase by Shanghai Precise Packaging Co.Ltd(300442) of 100% equity of Runze Technology Development Co., Ltd. through major asset reorganization of the party who replaces assets and issues shares
Shanghai Precise Packaging Co.Ltd(300442) / the company / the company / listed refers to Shanghai Precise Packaging Co.Ltd(300442) the controlling shareholder of the listed company / Xinjiang refers to Xinjiang Darong Minsheng Investment Co., Ltd
The actual controllers of the listed company refer to Mr. Jiang Weidong, Mr. Shu Shiquan, Mr. Jiang Xiaowei and Mr. Zhang Xiliang
Hejie investment refers to Hejie venture capital center (limited partnership) in Suzhou Industrial Park, which is the person acting in concert as the actual controller of the listed company
Coman means co.m A.N. Costruzioni Meccaniche Artigianali Noceto
S. R.L., the listed company directly and indirectly holds 100% of its equity
The restructuring agreement between Shanghai Precise Packaging Co.Ltd(300442) and Runze Technology Development Co., Ltd. and its supplementary agreement, as well as the agreement on major asset replacement, share issuance and asset purchase of Xinjiang Darong Minsheng Investment Co., Ltd. Jiang Weidong and Shuyi refer to Shiquan, Jiang Xiaowei, Zhang Xiliang and Hejie venture capital center (limited partnership) in Suzhou Industrial Park and its supplementary agreement
Profit forecast compensation agreement between Shanghai Precise Packaging Co.Ltd(300442) and Beijing Tianjin jirunze (Langfang) and word information Co., Ltd., Beijing tianxinghui Municipal Engineering Co., Ltd., Runhui (Langqi supplementary agreement refers to Fang) enterprise management partnership (limited partnership), Gongqingcheng Runxiang investment partnership (limited partnership) profit forecast compensation agreement on Runze Technology Development Co., Ltd. and its supplementary agreement
Counterparties / 14 counterparties including Beijing Tianjin Hebei Runze, Beijing tianxinghui, Pingsheng Ankang, Shanghai Weiguan and Ping'an consumer, including Beijing Tianjin Hebei Runze, Ningbo Fengwen, Hefei Hongbo, CICC Yingrun, Qilu investment, Shanghai Senzo, Runhe partnership, Runhui partnership, Zerui technology and Runxiang investment
Transaction target / target company / Runze refers to Runze Technology Development Co., Ltd. / target company
Target assets / assets to be placed / 100% equity of Runze Technology Development Co., Ltd
Purchase of assets
The proposed assets refer to all the assets and liabilities of the listed company except 100% equity of Coman company as of the benchmark date
The successor Party of the proposed capital contribution refers to the designated party determined by Beijing Tianjin Hebei Runze to inherit the proposed assets
Beijing Tianjin Hebei Runze / controlling shareholder of the target company / Runze technology holding stock index east of Beijing Tianjin Hebei Runze (Langfang) Digital Information Co., Ltd
Zhou Chaonan and those acting in concert refer to Zhou Chaonan, Beijing Tianjin Hebei Runze and Beijing tianxinghui
Compensation obligors refer to Beijing Tianjin jirunze, Beijing tianxinghui, Runhui partnership and Runxiang investment
Beijing tianxinghui refers to Beijing tianxinghui Municipal Engineering Co., Ltd
Pingsheng Ankang refers to Pingsheng Ankang equity investment fund partnership (limited partnership) in Ningbo Meishan free trade port area
Shanghai Weiguan refers to Shanghai Weiguan investment partnership (limited partnership)
Ping An consumption refers to Tianjin Ping An consumption technology investment partnership (limited partnership)
Ningbo Fengwen refers to Ningbo Fengwen equity investment fund partnership (limited partnership)
Hefei Hongbo refers to Hefei Hongbo Runze equity investment partnership (limited partnership)
Anhui Hongbo refers to Anhui Hongbo Capital Management Co., Ltd
Zhongjin Yingrun refers to Xiamen Zhongjin Yingrun equity investment fund partnership (limited partnership)
Qilu investment refers to Qilu (Xiamen) equity investment partnership (limited partnership)
CICC Qirong refers to CICC Qirong (Xiamen) equity investment fund partnership (limited partnership)
Shanghai Senzo means Shanghai Senzo enterprise management center (limited partnership)
Runhe partnership refers to Runhe (Langfang) enterprise management partnership (limited partnership)
Runhui partnership refers to Runhui (Langfang) enterprise management partnership (limited partnership)
Zerui technology refers to Langfang Zerui Technology Co., Ltd
Runxiang investment refers to Gongqingcheng Runxiang investment partnership (limited partnership)
Data industry company refers to Langfang Runze data industry development Co., Ltd
CCB capital refers to CCB Capital Management Co., Ltd
Yinhua capital refers to Yinhua capital management (Beijing) Co., Ltd
Runze (Langfang) International Information Port refers to the international information cloud gathering nuclear port (icfz) of Runze technology in Langfang
Tiantong communication refers to Tiantong communication network Co., Ltd
The pricing of issuing shares to purchase assets refers to the base date on which the relevant resolutions of the 29th meeting of the third board of directors of a listed company are announced
The reporting period refers to January October of 2018, 2019, 2020 and 2021
The benchmark date refers to December 31, 2020
The base date of the extended appraisal refers to October 31, 2021
The profit compensation period / profit forecast compensation period promised by the compensation obligor to the listed company is 2021, 2022, 2023 and 2024
Repayment period
CSRC / CSRC means China Securities Regulatory Commission
Shenzhen Stock Exchange / stock exchange / stock exchange refers to Shenzhen Stock Exchange
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
Measures for the administration of major asset restructuring of listed companies (the measures for the administration of restructuring of China Securities Regulatory Commission refers to order No. 109 of the Commission, which shall enter into force on November 23, 2014 and be revised on March 20, 2020)
Listing Rules refer to Shenzhen Stock Exchange GEM Listing Rules (revised in 2020)
The measures for the administration of gem registration refer to the measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation), and the measures for the administration of gem initial public offering refer to the measures for the administration of gem initial public offering registration (for Trial Implementation)
The provisions on several issues refer to the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (CSRC announcement [2016] No. 17)
The measures for the administration of financial advisers refer to the measures for the administration of financial advisory business for mergers and acquisitions of listed companies
Standard No. 26 refers to Standard No. 26 on the content and format of information disclosure by companies offering securities to the public - major asset restructuring of listed companies (revised in 2018)
The measures for continuous supervision of gem refers to the measures for continuous supervision of companies listed on GEM (for Trial Implementation), independent financial consultant / Huatai United refers to Huatai United Securities Co., Ltd., Guoyuan Securities Company Limited(000728) securities, Guoyuan Securities Company Limited(000728)
Zhonglun law firm refers to Beijing Zhonglun law firm
Rongcheng certified public accountants means Rongcheng Certified Public Accountants (special general partnership)
Zhongshui Zhiyuan refers to Zhongshui Zhiyuan Assets Appraisal Co., Ltd
Lixin Zhonglian means Lixin Zhonglian Certified Public Accountants (special general partnership)
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Zhongdeng company / registration and Clearing Company refers to China Securities Depository and Clearing Co., Ltd. II. Interpretation of professional terms or terms
IDC (Internet Data Center) refers to the Internet data center, which provides placement, agent maintenance, system configuration and management services for users' servers and other interconnected IDC networks or other network related equipment by outsourcing and leasing with corresponding computer room facilities, as well as the leasing of data base systems or servers and their storage space, communication lines and exit belts Wide proxy leasing and other application services.
The cabinet is generally made of cold-rolled steel plate or alloy, which is used to store computers and related control equipment. It systematically solves the problems of high-density cabinet heat dissipation, a large number of cable attachment and management, high-capacity power distribution and comprehensive capacity of rack equipment in different plants, so that the data center can operate in a high stability environment.
Put into production cabinet refers to the cabinet that has met the customer's usable conditions, including the charged charging cabinet, the non charged motor cabinet, the network cabinet, etc
Upper motor cabinet means that the customer's IT equipment has been deployed inside the cabinet and began to use power and network resources
Bandwidth refers to the number of data that can be transmitted in a unit time (generally 1 second). In computer networks and IDC rooms, the unit of network transmission rate is expressed in B / S (bits per second), which is one of the main factors for Internet users and units to select Internet access service providers.
CDN (content delivery network) is the content distribution acceleration network industry
