First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
about
Oriental Energy Co.Ltd(002221) acquisition Report
of
Financial advisory report
Financial advisor
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
Address: 10 / F, Zhuo center, No. 6, wudinghou street, Xicheng District, Beijing
February 28, 2022
statement
The words or abbreviations mentioned in this statement have the same meanings as those defined in "section I interpretation" of this financial advisory report.
In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies and other laws, regulations and normative documents, the financial consultant, in accordance with the business standards and ethics recognized by the industry, We have checked the relevant materials provided by all parties involved in the acquisition. In the spirit of honesty, credit and diligence, on the basis of carefully reviewing the relevant materials and fully understanding the acquisition, our financial consultant has issued financial advisory opinions on the contents disclosed in the Oriental Energy Co.Ltd(002221) acquisition report issued by the acquirer for the reference of investors and relevant parties.
The financial advisor hereby makes the following statement:
1. The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the financial advisor's report as a supplement or modification to the financial advisor's report, or to make any explanation or explanation to the financial advisor's report.
2. The relevant information on which the financial advisor is based is provided by the acquirer and its persons acting in concert. The purchaser and its persons acting in concert have made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely, without any major omission, false record or misleading statement, and bear full responsibility for its authenticity, accuracy, integrity, timeliness and legitimacy.
3. Based on the principles of good faith, diligence and due diligence, the financial consultant has, in accordance with the working procedures specified in the practice rules, expressed his opinions on the relevant contents of the acquisition report and the summary of the acquisition report. The contents of his opinions are limited to the contents listed in the main body of the acquisition report and the summary of the acquisition report, unless otherwise required by the CSRC, It does not comment on other aspects related to this acquisition.
4. The financial consultant has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
5. The financial advisor specially reminds investors that the financial advisor's report does not constitute any investment suggestions for the relevant parties and their affiliates of the acquisition. The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the financial advisor's report. The financial advisor specially reminds investors to carefully read the acquisition report, summary of acquisition report, legal opinion and relevant information disclosure documents of listed companies.
6. For the fact that the financial consultant's report is very important and cannot be supported by independent evidence or needs legal, audit and other professional knowledge to identify, the financial consultant makes judgment based on the opinions, statements and other documents issued by relevant government departments, law firms, accounting firms and other relevant units.
7. This financial advisory report is only for Oriental Energy Co.Ltd(002221) this acquisition. Without the written consent of the financial advisor, the financial advisor's report shall not be used for any other purpose or used by any third party.
catalogue
Declare that 1 catalog Section 1 interpretation Section II financial advisor's commitment Section III verification opinions of the financial advisor seven
1、 Verification of the contents of the acquirer's acquisition report seven
2、 Verification of the purpose of this acquisition 7 III. supporting documents, subject qualifications, economic strength, integrity and norms provided to the acquirer and its persons acting in concert
Verification of the ability to operate listed companies seven
4、 Counseling of the acquirer and its persons acting in concert ten
5、 Verification of the acquirer's ownership structure and the way in which its controlling shareholders and actual controllers dominate the acquirer ten
6、 Verification of the source of funds of the acquirer twelve
7、 Verification of whether this acquisition involves paying the purchase price with securities twelve
8、 Verification of the purchaser's performance of necessary authorization and approval procedures twelve
9、 Verification of the stable operation arrangements of listed companies during the transition period of acquisition thirteen
10、 Verification of the subsequent plans of the acquirer and its concerted actors 11. Verification of the impact of this acquisition on the maintenance of the independence of listed companies, horizontal competition and related party transactions
...... 12. Verification of whether other compensation arrangements are made in addition to the purchase price for the establishment of other rights on the acquisition object
...... eighteen
13、 Verification of major transactions between the acquirer and its persons acting in concert and the listed company 14. Whether the original controlling shareholders, actual controllers and their related parties of the listed company have outstanding liabilities to the company
Verification of the guarantee provided by the company for its liabilities or other circumstances damaging the interests of the company nineteen
15、 Verification of the purchaser's purchase and sale of shares of listed companies twenty
16、 This acquisition is in line with the provisions of the acquisition measures and is exempt from increasing shares by offer 21. XVII. The acquisition complies with the regulations on strengthening the integrity of securities companies in hiring a third party in investment banking business
Verification of relevant provisions of the opinions on risk prevention and control of the industry twenty-two
18、 Concluding observations on this acquisition twenty-two
Attached table of professional opinions of financial advisers on mergers and acquisitions of listed companies twenty-four
Section I interpretation
This financial advisory report refers to the financial advisory report of First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. on the acquisition report of Donghua Energy Co., Ltd
Financial consultant refers to First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
Acquisition report refers to Oriental Energy Co.Ltd(002221) acquisition report
Summary of acquisition report refers to summary of Oriental Energy Co.Ltd(002221) acquisition report
The acquirer and fukie global refers to fukie Global Holdings Limited, Keegan global
HOLDINGS CO., LIMITED
The acquirer acting in concert refers to Monday peak
Fuji investment refers to Fuji investment (Group) Co., Ltd
Masson Enterprises Limited refers to Masson Enterprises Limited
Listed company, Oriental Energy Co.Ltd(002221) refers to Oriental Energy Co.Ltd(002221)
Unocal Changjiang refers to Unocal Yangtze, Ltd
Donghua petroleum refers to Oriental Petroleum (Yangtze) Limited, Donghua Petroleum (Changjiang) Co., Ltd
BVI means the British Virgin Islands
Fuji global acquired all shares of Masson enterprise from Mr. Wang Mingxiang and Ms. Zhou Yifeng, shareholders of Masson enterprise, for the consideration of US $65 and US $35. This acquisition refers to the indirect acquisition of Masson enterprise through Donghua oil Unocal Changjiang indirectly holds Oriental Energy Co.Ltd(002221) 456656700 shares, accounting for 27.69% of the total share capital of the listed company
Shenzhen Branch of China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
The Listing Rules of Shenzhen Stock Exchange refer to the Listing Rules of Shenzhen Stock Exchange
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
Legal counsel refers to Jiangsu Jinhe law firm
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Note: there may be a tail difference between individual data and relevant summary data in this financial advisory report, which is caused by rounding in data calculation. Please pay attention to it.
Section II financial advisor's commitment
On the basis of full due diligence and internal audit, and in accordance with the requirements of the acquisition measures and other relevant laws and regulations, the financial consultant issued professional opinions on the acquisition as of the date of issuance of this financial consultant report, and made the following commitments:
1. The financial advisor has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the acquisition report and its summary disclosed by the acquirer;
2. The financial consultant has checked the acquisition report disclosed by the acquirer and is sure that the content and format of the information disclosure documents comply with the provisions;
3. The financial advisor has sufficient reasons to believe that the acquisition complies with laws, administrative regulations and the provisions of the CSRC, and has sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete, and there are no false records, misleading statements and major omissions;
4. The professional opinions issued by the financial advisor on this acquisition have been submitted to the core institution for review and passed;
5. During his tenure as financial advisor, the financial advisor has taken strict confidentiality measures and strictly implemented the internal firewall system;
6. The financial advisor and the acquirer have signed relevant agreements on continuous supervision.
Section III verification opinions of Financial Consultant
1、 Verification of the contents of the acquirer's acquisition Report
The acquirer has prepared the acquisition report and its abstract in accordance with the securities law, the acquisition measures, the Standard No. 16 and other relevant laws and regulations, which introduces the acquirer, the acquisition decision and purpose, the acquisition method, the source of funds, the exemption from the offer, the follow-up plan, the impact Analysis on the listed company, the major transactions with the listed company In the first six months, the trading of listed shares of listed companies and the financial information of the controlling shareholders of the acquirer were disclosed.
Based on the principles of good faith and diligence, the financial consultant checked and verified the acquisition report and its abstract, and found no false records, misleading statements or major omissions.
After verification, the financial consultant believes that the contents disclosed in the acquisition report and its summary prepared by the acquirer are true, accurate and complete. 2、 Verification of the purpose of this acquisition
The decision of this acquisition was made by Mr. Wang Mingxiang and Ms. Zhou Yifeng, the actual controllers of the listed company, to adjust the management of their business segments and optimize the allocation of resources. In this acquisition, Fuji global, the acquirer, is a subsidiary with 100% interests held by Mr. Wang Mingxiang and Ms. Zhou Yifeng. After Mr. Wang Mingxiang and Ms. Zhou Yifeng transfer their 100% shares of Masson by means of non-public agreement, they will realize the control of their business segments through Fuji global, which is conducive to straightening out the management relationship and improving the management efficiency.
After verification, the financial advisor believes that there is no violation of laws and regulations for the purpose of this acquisition. 3、 Verification of the certification documents, subject qualification, economic strength, integrity and the ability to regulate the operation of listed companies provided by the acquirer and its persons acting in concert. According to all the necessary certification documents provided by the acquirer and its persons acting in concert, the financial consultant has a clear understanding of the subject qualification, economic strength, integrity Check the ability of listed companies to operate in a standardized manner.
(I) subject qualification of the acquirer and its persons acting in concert
1. Basic information of the purchaser
corporate name
