Stock Code: 300442 stock abbreviation: Shanghai Precise Packaging Co.Ltd(300442) listing place: Shenzhen Stock Exchange
Shanghai Precise Packaging Co.Ltd(300442) report on major asset replacement, issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised)
Name of counterparty
Beijing Tianjin jirunze (Langfang) Digital Information Co., Ltd
Beijing tianxinghui Municipal Engineering Co., Ltd
Ningbo Meishan free trade port Pingsheng Ankang equity investment fund partnership (limited partnership)
Shanghai Weiguan investment partnership (limited partnership)
Tianjin Ping An consumer technology investment partnership (limited partnership)
Ningbo Fengwen equity investment fund partnership (limited partnership)
Hefei Hongbo Runze equity investment partnership (limited partnership)
Xiamen Zhongjin Yingrun equity investment fund partnership (limited partnership)
Qilu (Xiamen) equity investment partnership (limited partnership)
Shanghai Senzo enterprise management center (limited partnership)
Runhe (Langfang) enterprise management partnership (limited partnership)
Runhui (Langfang) enterprise management partnership (limited partnership)
Langfang Zerui Technology Co., Ltd
Gongqingcheng Runxiang investment partnership (limited partnership)
Independent financial advisor
Date of signature: December, 2001
catalogue
catalogue 1 the company declares that 8. The counterparty declares that 9. Statement of securities service institutions and personnel 10 interpretation 11 tips on major events fifteen
1、 Special risk tips fifteen
2、 Overview of the transaction plan nineteen
3、 The nature of this transaction thirty-one
4、 Performance compensation commitment and share unlocking arrangement thirty-two
5、 Appraisal and valuation of assets purchased and placed thirty-four
6、 The impact of this transaction on listed companies thirty-five
7、 Decision making procedures and approval procedures that have been performed and still need to be performed in this transaction thirty-seven
8、 Important commitments made by the parties involved in this transaction IX. the controlling shareholders and their persons acting in concert of the listed company's principled opinions on the reorganization, and the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers shall be implemented from the date of resumption of the reorganization
Share reduction plan during the completion period fifty-seven
10、 Arrangements for the sale of some assets of listed companies fifty-eight
11、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring fifty-eight
12、 Diluted immediate return of this restructuring and relevant filling measures fifty-nine
13、 Sponsor qualification of independent financial adviser sixty-three
14、 Other matters that need to remind investors of their key concerns 63 major risk tips sixty-four
1、 Risks related to this transaction sixty-four
2、 Risks related to the subject company sixty-seven
3、 Other risks Section I overview of this transaction seventy-five
1、 Background, purpose and necessity of this transaction seventy-five
2、 The decision-making process of this transaction seventy-nine
3、 The specific scheme of this transaction eighty
4、 This transaction constitutes a major asset reorganization, reorganization listing and related party transactions ninety-one
5、 The impact of this transaction on listed companies Section 2 basic information of listed companies ninety-five
1、 Basic information of listed companies ninety-five
2、 Establishment of the company ninety-five
3、 Changes in control of Listed Companies in the last 60 months ninety-eight
4、 Major asset restructuring of Listed Companies in recent three years ninety-eight
5、 Overview of controlling shareholders and actual controllers of listed companies ninety-eight
6、 Main business development and main financial data of Listed Companies in the last three years and the first period 7. The listed company and its controlling shareholders and actual controllers in the last three years, as well as the current directors, supervisors and senior managers of the listed company are being filed for investigation or suspected of breaking the law by the judicial organ due to suspected crimes
Description of the violation being filed for investigation by the CSRC 8. The listed company and its controlling shareholders, actual controllers, as well as the current directors, supervisors and senior managers of the listed company have been publicly condemned or other major dishonest acts by the stock exchange in the past 12 months
Description of the situation IX. listed companies and their current directors, supervisors and senior managers have been subject to administrative penalties in the past three years
(except those obviously unrelated to the securities market) or description of criminal punishment...... 101 section III basic information of the counterparty...... 103
1、 Basic information of counterparties for major asset replacement, issuance of shares and purchase of assets one hundred and three
2、 Description of other matters of the counterparty Section IV basic information of the proposed assets one hundred and eighty
1、 Overview of proposed assets one hundred and eighty
2、 Basic information of the proposed assets one hundred and eighty
3、 Basic information of the debt of the proposed assets 189 IV. mortgage, pledge, external guarantee, major pending litigation and administrative punishment of the proposed assets one hundred and ninety
5、 Resettlement of personnel related to the proposed assets one hundred and ninety-two
6、 Main financial data of the proposed assets Section V basic information of assets to be placed one hundred and ninety-four
1、 Basic information of the target company one hundred and ninety-four
2、 History of the subject company one hundred and ninety-four
3、 Major asset restructuring in the last three years two hundred and ten
4、 Ownership structure and property right control relationship of the subject company two hundred and twelve
5、 Subsidiaries of the subject company two hundred and nineteen
6、 Directors, supervisors, senior management, core personnel and their changes two hundred and twenty-eight
7、 Employees and their social security two hundred and forty-four
8、 Ownership of major assets, external guarantees and major liabilities two hundred and forty-six
9、 Main financial data of the last three years and the first period two hundred and sixty
10、 Asset evaluation, equity transfer, capital increase and decrease of the subject matter of the transaction in the last three years two hundred and sixty-two
11、 Description that the underlying asset is equity two hundred and sixty-four
12、 Transfer of creditor's rights and debts involved in the assets to be purchased two hundred and sixty-four
13、 Employee placement involved in the assets to be purchased two hundred and sixty-four
14、 Occupation of non operating funds two hundred and sixty-five
15、 Major pending litigation, arbitration and administrative punishment 265 XVI. Project initiation, environmental protection, industry access, land use, planning, construction permit, etc. involved in the transaction object
Matters related to approval Section 6 business and technology of assets to be purchased two hundred and ninety-four
1、 Main business of the subject company two hundred and ninety-four
2、 Basic situation and competition of the industry three hundred and ten
3、 The competitive position of the assets to be purchased in the industry three hundred and twenty-eight
4、 Main business qualifications of the assets to be purchased three hundred and thirty-six
5、 Technology research and development of assets to be purchased three hundred and thirty-seven
6、 Energy saving review, safety production, environmental protection and service quality of the assets to be purchased three hundred and forty
7、 Overseas operations of assets to be purchased 343 Section VII issuance of shares three hundred and forty-four
1、 Issue shares to buy assets three hundred and forty-four
2、 Issuing shares to raise supporting funds three hundred and forty-six
3、 The situation of supporting funds raised this time three hundred and forty-eight
4、 Changes in equity structure before and after this offering three hundred and sixty-two
5、 Changes in main financial data before and after this offering 362 Section VIII valuation and pricing fairness of the underlying assets three hundred and sixty-three
1、 The appraisal of the proposed assets three hundred and sixty-three
2、 Evaluation of assets to be placed four hundred and fourteen
3、 Difference analysis and final selection of evaluation conclusions four hundred and seventy
4、 Reference to the contents of reports of other appraisal institutions or valuation institutions four hundred and seventy-one
5、 Evaluation special notes 471 VI. important changes from the base date of the appraisal to the signing date of this report and their impact on the appraisal results
...... four hundred and seventy-four
7、 Analysis of the board of directors on the rationality of the evaluation of the subject assets and the fairness of pricing four hundred and seventy-four
8、 Opinions of independent directors on the evaluation of this transaction 509 section 9 main contracts of this transaction five hundred and twelve
1、 The main contents of the agreement on major asset replacement, issuance of shares and purchase of assets 512 2. Main contents of the supplementary agreement for major asset replacement and issuance of shares to purchase assets.521 3. Main contents of the supplementary agreement for major asset replacement and issuance of shares to purchase assets (I)
Rong five hundred and twenty-six
4、 The main contents of the profit forecast compensation agreement five hundred and twenty-eight
5、 The main contents of the supplementary agreement to the profit forecast compensation agreement five hundred and thirty-two
6、 Main contents of supplementary agreement (I) to profit forecast compensation agreement five hundred and thirty-three
7、 Main contents of supplementary agreement (II) to profit forecast compensation agreement...... 535 section 10 compliance analysis of this transaction...... 536
1、 This transaction complies with the provisions of Article 11 of the reorganization management measures five hundred and thirty-six
2、 This transaction complies with the description of Article 13 of the reorganization management measures five hundred and forty-one
3、 This transaction complies with Article 43 of the reorganization management measures 541 IV. this transaction complies with the provisions of Article 44 of the reorganization management measures and the requirements of its applicable opinions
...... five hundred and forty-three
5、 This transaction complies with Article 46 of the reorganization management measures five hundred and forty-four
6、 This transaction complies with Article 48 of the reorganization management measures five hundred and forty-four
7、 The target company complies with the relevant provisions of the measures for the administration of gem IPO five hundred and forty-five
8、 This reorganization complies with Article 10 of the gem reorganization review rules five hundred and forty-six
9、 This transaction complies with Article 18 of the measures for continuous supervision of gem five hundred and forty-six
10、 This transaction complies with the relevant provisions of the measures for registration of gem issuance five hundred and forty-seven
11、 This transaction complies with the relevant provisions of the gem restructuring review rules 549 XII. The independent financial advisor and lawyer shall be responsible for whether the transaction complies with the reorganization management measures and other laws
Clear opinions expressed in regulations and normative documents 550 section Xi management discussion and Analysis five hundred and fifty-three
1、 Financial status and operating results of the company before this transaction five hundred and fifty-three
2、 Analysis of financial status and profitability of assets to be purchased five hundred and fifty-eight
3、 The business development objectives of the listed company after this transaction six hundred
4、 Analysis of the impact of this transaction on the sustainable operation ability of the listed company 602 section XII financial and accounting information six hundred and six
1、 Financial and accounting information of assets purchased six hundred and six
2、 Financial and accounting information of assets to be purchased six hundred and nine
3、 Financial data of listed companies for reference 682 section 13 horizontal competition and related party transactions six hundred and eighty-two
1、 The independence of Runze technology in terms of assets, personnel, finance, institutions and business six hundred and eighty-seven
2、 Horizontal competition six hundred and eighty-eight
3、 Related party transactions 689 section 14 risk factors seven hundred and eleven
1、 Risks related to this transaction seven hundred and eleven
2、 Risks related to the subject company seven hundred and fourteen
3、 Other risks 721 section 15 the impact of this transaction on the governance mechanism of listed companies seven hundred and twenty-two
1、 Basic information of corporate governance structure after the completion of this transaction seven hundred and twenty-two
2、 Measures to be taken by the company to improve the corporate governance structure after the completion of this transaction
