Zhongtian Guofu Securities Co., Ltd
About Konka Group Co.Ltd(000016)
Verification opinions on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “independent financial consultant”) is an independent financial consultant for Konka Group Co.Ltd(000016) (hereinafter referred to as “Konka Group” or “company”) to issue shares, pay cash to purchase assets, raise supporting funds and related party transactions (hereinafter referred to as “this transaction”), In accordance with the provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 8 – major asset restructuring, the company has conducted prudent verification on the termination of this transaction, and issued the verification opinions of independent financial advisers as follows:
1、 Basic information of this transaction
The company plans to issue shares to 11 shareholders of Ganzhou Ming Hi Tech Co., Ltd. (hereinafter referred to as “Ming hi tech”) including Shenzhen Minggao Investment Holding Co., Ltd. to purchase 100% equity of Ming hi tech held by them, It is proposed to issue shares and pay cash to 33 shareholders of Jiangsu haisida power supply Co., Ltd. (hereinafter referred to as “haisida power supply”) including Jiangsu haisida Group Co., Ltd., to purchase 100% equity of haisida power supply held by them, and to issue shares to OCT Group Co., Ltd., the controlling shareholder of the company to raise supporting funds. This transaction constitutes a connected transaction and is not expected to constitute a major asset reorganization or a reorganization listing.
2、 The company plans relevant work during this transaction
During the promotion of this transaction, the company organized all parties to actively promote relevant work in strict accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and performed relevant deliberation and information disclosure in accordance with relevant regulations, mainly as follows:
(I) due to the uncertainty in the planning of asset restructuring, the company applied to Shenzhen Stock Exchange, and the company’s shares (Securities abbreviation: shenkonka a, shenkonka B, securities code: Konka Group Co.Ltd(000016) , 200016) were
The trading will be suspended from the opening of the market on August 31, 2021. For details, please refer to the announcement on suspension of planning to issue shares to purchase assets (Announcement No.: 202169) disclosed by the company on August 31, 2021 and the announcement on suspension progress of planning to issue shares to purchase assets (Announcement No.: 202171) disclosed on September 7, 2021. (II) on September 10, 2021, the 46th meeting of the ninth board of directors of the company deliberated and approved the proposal on the company’s share issuance, cash payment and raising supporting funds and related party transactions and other proposals related to the transaction. For details, see the relevant announcements disclosed by the company on the designated information disclosure media; After applying to Shenzhen Stock Exchange, the trading of the company’s shares (Securities abbreviation: shenkonka a, shenkonka B, securities code: Konka Group Co.Ltd(000016) , 200016) will resume from the opening of the market on September 13, 2021.
(III) the company disclosed the progress announcement as required on October 9, 2021, November 9, 2021, December 9, 2021, January 8, 2022 and February 9, 2022, For details, see the announcement on the progress after the disclosure of the plan for issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (Announcement No.: 202178) disclosed by the company on the designated information disclosure media Announcement on the progress after the disclosure of the plan for issuing shares and paying cash to buy assets and raising supporting funds and related party transactions (Announcement No.: 202193), announcement on the progress after the disclosure of the plan for issuing shares and paying cash to buy assets and raising supporting funds and related party transactions (Announcement No.: 2021103) Announcement on the progress after the disclosure of the plan for issuing shares and paying cash to buy assets and raising supporting funds and related party transactions (Announcement No.: 202201), announcement on the progress after the disclosure of the plan for issuing shares and paying cash to buy assets and raising supporting funds and related party transactions (Announcement No.: 202206).
3、 Reasons for terminating this transaction
Since the disclosure of this transaction plan, the company and relevant parties have orderly promoted and implemented various works of this transaction. However, since the company and the shareholders of haisida power supply failed to reach an agreement on some core terms of this transaction, from the perspective of safeguarding the rights and interests of all shareholders, especially small and medium-sized shareholders and the interests of the company, the company decided to terminate this transaction after careful research.
4、 Decision making procedures for terminating this transaction
The company held the 55th meeting of the ninth board of directors and the 19th meeting of the ninth board of supervisors on March 4, 2022, The proposal on terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted The proposal on signing the termination agreement of the agreement on issuing shares and paying cash to purchase assets, the termination agreement of the agreement on issuing shares to purchase assets and the termination agreement of the agreement on issuing shares and paying cash to purchase assets and raising supporting funds agrees that the company terminates this transaction and signs relevant termination agreements with the counterparty.
The independent directors of the company expressed their prior approval opinions and independent opinions on the termination of this transaction.
5、 Analysis on the impact of terminating this transaction on Listed Companies
This transaction has not fulfilled the deliberation procedures such as the general meeting of shareholders of the company, and this transaction plan has not officially taken effect. The termination of this transaction has no material impact on the company, will not have a significant adverse impact on the company’s existing production and operation activities and financial status, and will not damage the interests of the company and minority shareholders.
The termination of this transaction is the decision made by the company based on careful research and friendly negotiation with the counterparty, and there is no case where the company is required to bear relevant liabilities for breach of contract.
6、 Commitments
The company promises not to plan major asset restructuring within one month from the date of termination of this transaction announcement. 7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the company has fulfilled the necessary decision-making procedures and timely fulfilled the obligation of information disclosure, which is in line with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen stock exchange No. 8 – major asset restructuring.
(there is no text on this page, which is the signature page of Zhongtian Guofu Securities Co., Ltd. on Konka Group Co.Ltd(000016) terminating the issuance of shares and paying cash to purchase assets and raising supporting funds and related party transactions)
