Western Securities Co.Ltd(002673)
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Guangdong Mingzhu Group Co.Ltd(600382) sale and purchase of major assets and related party transactions
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Independent financial advisor Report
Independent financial advisor
December, 2021
Statement and commitment of the independent financial adviser
Western Securities Co.Ltd(002673) (hereinafter referred to as " Western Securities Co.Ltd(002673) " and "the independent financial adviser") is entrusted by Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as " Guangdong Mingzhu Group Co.Ltd(600382) " or "Guangdong Pearl") to act as the independent financial adviser for this major asset sale and purchase of assets and related party transactions, provide independent opinions to all shareholders of Guangdong Pearl on this matter, and prepare this independent financial adviser report.
The independent financial adviser strictly complies with the relevant requirements of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 26 - application documents for major asset restructuring of listed companies and other legal norms, as well as the relevant agreements signed between Guangdong Pearl and the counterparty Relevant materials provided by Guangdong Pearl and its counterparties Report on sale and purchase of Guangdong Mingzhu Group Co.Ltd(600382) major assets and related party transactions (Draft) prepared by the board of directors of Guangdong Pearl , in accordance with the recognized business standards and ethics in the securities industry, after careful investigation, in the spirit of honesty, credit and diligence, earnestly perform the obligation of due diligence on this major asset sale, asset purchase and related party transactions, carefully verify the relevant declaration and disclosure documents of the listed company, and issue this independent financial advisory report to all shareholders of Guangdong Pearl, And make the following statements and commitments:
1、 Statement of independent financial adviser
(i) The independent financial adviser has no interest relationship with the parties to the major asset sale and purchase of assets and related party transactions. The independent financial consultant issues this report on the sale and purchase of major assets and related party transactions based on the principles of objectivity and impartiality.
（2） The documents and materials on which this report is based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and completeness of the information provided, and the relevant parties guarantee that there are no false records, misleading statements or major omissions. The independent financial adviser's report issued by the independent financial adviser assumes that this major asset sale and purchase If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
（3） As of the date of issuance of this report, Western Securities Co.Ltd(002673) has conducted careful verification on the major asset sale and purchase of assets and related party transactions of Guangdong Pearl. This report only provides independent verification opinions on the verified matters to all shareholders of Guangdong Pearl.
（4） This report has been submitted to Western Securities Co.Ltd(002673) nuclear authority for review, and the nuclear authority agrees to issue this report after review.
（5） The independent financial adviser agrees to submit this report to relevant regulatory authorities as a legal document for the major asset sale and purchase of assets and related party transactions of Guangdong Pearl, and submit it to Shanghai stock exchange along with the report on Guangdong Mingzhu Group Co.Ltd(600382) major asset sale and purchase of assets and related party transactions (Draft) and make an online announcement.
（6） For the facts that are important to this report and cannot be supported by independent evidence or need legal, audit, evaluation and other professional knowledge to identify, the independent financial consultant mainly makes judgments based on the opinions, statements and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units.
（7） The independent financial advisor has not entrusted or authorized any other institution or individual to provide information and opinions not listed in this report for any explanation or explanation.
（8） This report does not constitute any investment proposal for Guangdong Pearl, and the independent financial adviser does not bear any responsibility for the possible risks arising from any investment decisions made by investors according to this report. The independent financial adviser specially urges investors to carefully read the Guangdong Mingzhu Group Co.Ltd(600382) issued by the board of directors of Guangdong Pearl The full text of the report on the sale and purchase of major assets and related party transactions (Draft) and other announcement documents related to this major asset restructuring.
2、 The independent financial advisor promises that the independent financial advisor will issue this report on the sale and purchase of major assets and related party transactions of Guangdong Pearl on the basis of full due diligence and approval, and make the following commitments:
(i) The independent financial adviser 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 documents disclosed by the listed company and the counterparty;
（2） The independent financial adviser has fully verified the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosed documents meet the requirements;
（3） The independent financial adviser has sufficient reasons to believe that the major asset restructuring plan entrusted by Guangdong Pearl to the independent financial adviser complies with laws, regulations and relevant provisions of CSRC and stock exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions;
（4） The independent financial advisor has submitted the independent financial advisor's report on this major asset sale, asset purchase and related party transactions to the internal verification institution for review, and agreed to issue this professional opinion;
（5） The independent financial advisor 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.
Tips on major events
Remind investors to carefully read the full text of this report and pay special attention to the following matters (see the "interpretation" of this report for the abbreviation cited in this part):
1、 Overview of the transaction scheme
The transaction plan includes asset sale and asset purchase. The listed company plans to invest 92.00% of the equity of urban transportation company in xingningcheng, and Mingzhu mining, a wholly-owned subsidiary of the listed company, will purchase the operating asset package of Dading mining. The above asset sale and asset purchase are preconditions for each other. See "section I overview of this transaction / III specific scheme of this transaction" in this report for specific arrangements such as consideration payment method and delivery of underlying assets in this transaction scheme.
2、 This transaction constitutes a connected transaction
Dading mining, the counterparty of this asset purchase, is an affiliated legal person of the listed company, and the relationship is as follows: the listed company holds 19.90% of the shares of Dading mining, Shenzhen zhongyifu holds 80.10% of the shares of Dading mining, and the actual controller of Shenzhen zhongyifu and the listed company is Zhang Jianli. Therefore, this asset purchase constitutes a related party transaction.
The counterparty of this asset sale is Xingning urban investment, which is not a related party of the listed company and does not constitute a related party transaction. 3、 This transaction constitutes a major asset restructuring
(i) Purchase and sale of assets within 12 months before the transaction
Within 12 months before the resolution date of the board of directors of the listed company on this major asset restructuring, there is no situation that the assets purchased or sold and the assets to be purchased or sold belong to the same trading party or controlled by the same trading party, or belong to the same or similar business scope.
（2） Status of assets sold this time
In this major asset sale transaction, Guangdong Pearl plans to sell 92.00% of the equity of urban transportation company. According to the cooperation agreement on the first phase land development and some public facilities construction of Xingning Southern New Town signed by all parties when the urban transportation company was established, the equity sale price is the cumulative contribution of Guangdong Pearl to the urban transportation company of 2760 million yuan. After both parties offset the creditor's rights and debts, the actual payment of Xingning urban investment was 2110455100 yuan. According to the audited financial data and transaction pricing of Guangdong Pearl and urban transportation company in 2020, the relevant financial indicators of this transaction are calculated as follows:
Unit: 10000 yuan
Proportion of financial indicators of assets sold (Book) / transaction amount of Guangdong Pearl project
Total assets 814006.68382049.1546 93%
Operating income: 56827.9732721.6357 58%
Owner's equity attributable to the parent company 636002.92339578.7653 39%
Note: according to the relevant provisions of the reorganization management measures, the total assets, net assets and cumulative transaction amount of the subject assets shall be taken according to the whichever is higher.
（3） Status of assets purchased this time
In this asset purchase transaction, Guangdong Pearl plans to purchase the operating asset package of Dading mining, with a transaction amount of 160.14659 million yuan. According to the audited financial data and transaction pricing of Guangdong Mingzhu and Dading mining operating asset packages in 2020, the relevant financial indicators of this transaction are calculated as follows:
Unit: 10000 yuan
Proportion of financial indicators of assets purchased (Book) / transaction amount of Guangdong Pearl project
Total assets 814006.68160146.5919 67%
Operating income: 56827.97106780.18187 90%
Owner's equity attributable to the parent company 636002.92160146.5925 18%
Note: according to the relevant provisions of the reorganization management measures, the total assets, net assets and cumulative transaction amount of the subject assets shall be taken according to the whichever is higher.
（4） Description of this transaction constituting major asset restructuring
According to the provisions of the measures for the administration of reorganization: the purchase and sale of assets by a listed company and its holding or controlled companies that meet one of the following standards constitute a major asset reorganization:
(i) The total assets purchased and sold account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial and accounting report in the latest fiscal year;
（2） The operating income generated by the assets purchased and sold in the latest fiscal year accounts for more than 50% of the operating income of the listed company in the audited consolidated financial and accounting report in the same period;
（3） The net assets purchased and sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial and accounting report in the latest fiscal year, and more than 50 million yuan.
According to the comparison of the above financial indicators, the sale and purchase of assets constitute a major asset restructuring. As neither the sale of assets nor the purchase of assets involves the issuance of shares, according to the provisions of the reorganization management measures, this major asset reorganization does not need to be submitted to the CSRC for examination and approval.
4、 This transaction will not lead to the change of control and does not constitute reorganization and listing
This transaction is that the listed company invested 92.00% of the equity of urban transportation company in xingningcheng, and Mingzhu mining, a wholly-owned subsidiary of the listed company, purchased the operating asset package of Dading mining, which does not involve the issuance of shares. After the completion of this transaction, the equity structure of the listed company will not change due to this transaction. The actual controller of the listed company was changed from Zhang Weibiao to Zhang Jianli and Zhang Weibiao on November 19, 2018. It has been more than 36 months since the disclosure of the restructuring plan, which does not constitute the change of the actual controller in the last three years; Moreover, this transaction will not lead to changes in the controlling shareholders and actual controllers of the listed company, which does not belong to the circumstances specified in Article 13 of the reorganization management measures and does not constitute reorganization and listing.
5、 Payment method of consideration for this transaction
This transaction is that the listed company invests 92.00% of the equity of urban transportation company to xingningcheng, and Mingzhu mining, a wholly-owned subsidiary of the listed company, purchases the operating asset package of Dading mining, which does not involve the issuance of shares to purchase assets or the raising of supporting funds. See "Section VII main contract of this transaction / I. main content of asset sale agreement / (III) payment method" and "Section VII main contract of this transaction / II. Main content of operating asset package transfer agreement / (III) payment method" in this report for specific arrangements.
6、 Overview of evaluation and valuation of the subject matter of this transaction
Zhongqihua adopts the asset-based method and income method to evaluate the overall operating assets and liabilities of Dading mining, and finally takes the result of income method as the pricing basis. The book value of the operating assets package of Dading mining on the benchmark date of September 30, 2021 attributable to the shareholders' equity of the parent company is -798492000 yuan, the assessed value is 1601465900 yuan, the added value is 239957900 yuan, and the added value rate is 300.56%.
Zhongqihua appraised all the shareholders' rights and interests of the urban transportation company using the asset-based method. The assets sold this time are based on the project stipulated in the shareholder cooperation agreement of Xingning Southern New Town phase I development project company
Under special circumstances, the equity purchase price shall be used as the pricing basis. On the benchmark date of September 30, 2021, the book value of owner's equity attributable to the parent company of urban transportation company is 3584.8301 million yuan, the assessed value is 3883.1516 million yuan, and the appreciation rate is 8.32%, of which 92% of the shareholder's equity corresponds to 3572.4995 million yuan. 92% of the transaction price of the urban transportation company is 2760 million yuan, which is 812499500 yuan lower than the evaluation result, with a discount ratio of 22.74%. The reason for the discount is based on the agreement on the ownership of minority shareholders' rights and interests under the implementation of the cooperation agreement signed by all parties
