Yongxing Securities Co., Ltd
about
《 Cre8 Direct (Ningbo) Co.Ltd(300703)
Detailed equity change report
of
Verification opinions of financial advisor
Financial advisor
December, 2001
statement
In accordance with the provisions of laws, regulations and normative documents such as 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 content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies, Yongxing Securities Co., Ltd. (hereinafter referred to as “the financial consultant”) has verified the relevant information and materials of this equity change in accordance with the generally recognized business standards and ethics in the industry and in the spirit of honesty, credit and diligence, and has verified the Cre8 Direct (Ningbo) Co.Ltd(300703) detailed equity change report issued by the information disclosure obligor Issue verification opinions on the disclosed contents for the reference of investors and relevant parties.
Therefore, the financial advisor hereby makes the following statement:
1. The financial advisor has fulfilled the obligation of due diligence in accordance with the provisions, checked the Cre8 Direct (Ningbo) Co.Ltd(300703) detailed report on changes in equity disclosed by the information disclosure obligor, and is sure that the content and format of the disclosure documents comply with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the documents disclosed by the information disclosure obligor;
2. The financial advisor has sufficient reasons to believe that this equity change complies with the provisions of relevant laws and administrative regulations, and has sufficient reasons to believe that the information disclosed by the information disclosure obligor is true, accurate and complete, and there are no false records, misleading statements and major omissions;
3. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor. The information disclosure obligor has made a statement to ensure that the relevant materials provided by it are true, accurate, complete and timely without any major omission, false record or misleading statement, and is responsible for their authenticity, accuracy, integrity and legitimacy;
4. There is no connection between the financial advisor and the information disclosure obligor in this acquisition, nor does it entrust or authorize any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation for this verification opinion;
5. The financial consultant’s opinion on the equity change has been submitted to the internal verification organization of the financial consultant company for review, and it is agreed to issue this professional opinion;
6. 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;
7. The financial consultant specially reminds the investors that the verification opinions do not constitute any investment suggestions for the relevant parties and their affiliated companies of the equity change, and the financial consultant shall not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions;
8. The financial advisor specially reminds investors to carefully read the Cre8 Direct (Ningbo) Co.Ltd(300703) detailed report on changes in equity and the full text of relevant announcements and documents for future reference of listed companies.
catalogue
Declare that 1 interpretation 4 I. verification of the contents of the detailed equity change report of the information disclosure obligor 5 II. Verification of the basic information of the information disclosure obligor 5 III. verification of the purpose of this equity change 17 IV. verification of the way of equity change 18 v. verification of the source of funds of the information disclosure obligor and its legitimacy 23 VI. verification of the follow-up plan of the information disclosure obligor 23 VII. Verification of the impact of this equity change on the listed company VIII. Verification of major transactions between information disclosure obligors and listed companies IX. verification of the purchase and sale of shares of listed companies by the information disclosure obligor and his immediate family members within the first six months 27 X. check whether the information disclosure obligor has other major matters 29 Xi. Opinions of the financial advisor twenty-nine
interpretation
In this verification opinion, unless otherwise specified in the context, the following abbreviations or words have the following meanings: information disclosure obligor, cultural tourism refers to Ningbo Cultural Tourism Investment Group Co., Ltd., Ningbo cultural tourism group Tongshang group, and Ningbo Tongshang group refers to Ningbo Tongshang Group Co., Ltd
Ningbo SASAC refers to the state owned assets supervision and Administration Commission of Ningbo Municipal People’s government
Cre8 Direct (Ningbo) Co.Ltd(300703) . The listed company refers to Ningbo Chuangyuan Culture Development Co., Ltd., which is listed on Shenzhen stock exchange with stock code: 300703
Heli consulting refers to Ningbo Beilun Heli Management Consulting Co., Ltd
The financial consultant refers to Yongxing Securities Co., Ltd
Detailed equity change report refers to Cre8 Direct (Ningbo) Co.Ltd(300703) detailed equity change report
This verification opinion refers to the report of Yongxing Securities Co., Ltd
< Cre8 Direct (Ningbo) Co.Ltd(300703) 详式权益变动报告书>
Financial advisor’s verification opinions
Ningbo Cultural Tourism Investment Group Co., Ltd. transferred this transaction through cash acquisition, and this equity change refers to 100% equity of Ningbo Beilun Heli Management Consulting Co., Ltd. At that time, dynamic culture and Tourism Group indirectly holds Cre8 Direct (Ningbo) Co.Ltd(300703) 28.88% of the equity through joint consulting, and finally controls the transactions of listed companies.
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
The Company Law refers to the company law of the people’s Republic of China (amended in 2018)
Securities Law means the securities law of the people’s Republic of China (revised in 2019)
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies (revised in 2020)
Standard form No. 15 refers to standard form and content of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (revised in 2020)
Standard for format No. 16 refers to standard for content and format of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies (revised in 2020)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: there may be a tail difference between the sum of individual data and the total amount of relevant data in this verification opinion, which is caused by rounding during data calculation.
1、 Verification of the detailed equity change report of the information disclosure obligor
Based on the principles of good faith, diligence and due diligence, the financial consultant has conducted careful due diligence on the contents involved in the detailed equity change report prepared by the information disclosure obligor in accordance with the working procedures specified in the practice rules, and carefully read the relevant materials provided by the information disclosure obligor. After verification, the financial consultant believes that the contents disclosed in the detailed equity change report prepared by the information disclosure obligor are true, accurate and complete, Comply with the securities law, the measures for the administration of acquisitions, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Report on the acquisition of listed companies Information disclosure requirements of regulations and normative documents on detailed equity change reports of listed companies. 2、 Verification of the basic information of the information disclosure obligor
According to all the necessary supporting documents provided by the information disclosure obligor, the financial consultant has verified the basic information of the information disclosure obligor, equity control relationship, core enterprise and core business, financial status and compliance, basic information of directors, supervisors and senior managers, and the holding of other listed companies at home and abroad by the information disclosure obligor, The details are as follows: (I) verification of the basic information of the information disclosure obligor
As of the signing date of this verification opinion, the basic information of the information disclosure obligor is as follows:
Company name: Ningbo Cultural Tourism Investment Group Co., Ltd
Legal representative: Chen Gang
Unified social credit code 913302003406303832
Registered capital: RMB 250 million
Date of establishment: April 27, 2015
Business term: April 27, 2015 to no fixed term
Controlling shareholder Ningbo Tongshang Group Co., Ltd
Registered address: room 1108, heting building, Hefeng creative Plaza, building 008, No. 317, Jiangdong North Road, Yinzhou District, Ningbo City, Zhejiang Province
Company nature: limited liability company (state-owned holding)
Development, investment and management of cultural and tourism projects; Asset management; House leasing; Car and ship leasing services; hotel management; Catering management; Conference services; Parking service; Tourism business scope information consultation; Real estate development and property services; Service and management of scenic spots; Outbound tourism business, inbound tourism business and domestic tourism; Tourism project design and consultation; Theatrical performances; Business information consultation; Operation of stadiums and gymnasiums; Elderly care services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
After verification, the financial consultant believes that the information disclosure obligor is a legal person established and effectively existing according to law, and there is no situation that should be terminated or dissolved according to laws, regulations, normative documents and the articles of association.
Meanwhile, according to the online public information inquiry and the statement and commitment issued by the information disclosure obligor, the information disclosure obligor does not have the following circumstances specified in Article 6 of the measures for the administration of acquisition:
1. Using the acquisition of a listed company to damage the legitimate rights and interests of the acquired company and its shareholders;
2. Has a large amount of debt, is not paid off when due, and is in a continuous state;
3. Major illegal acts or suspected of major illegal acts in the last three years;
4. Serious dishonesty in the securities market in the past three years;
5. Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired.
According to the statement issued by the information disclosure obligor and after verification, the financial consultant believes that as of the signing date of this verification opinion, the information disclosure obligor is not prohibited from acquiring a listed company as stipulated in Article 6 of the acquisition management measures, and has the subject qualification of this equity change. （2） Verification of equity control relationship of information disclosure obligor
1. Equity control structure of information disclosure obligor
As of the signing date of this verification opinion, the equity structure of Ningbo Cultural Tourism Investment Group Co., Ltd. is shown in the figure below:
2. Controlling shareholder and actual controller of information disclosure obligor
(1) Controlling shareholder
As of the signing date of this verification opinion, Tongshang group holds 100% of the equity of cultural tourism group and is the controlling shareholder of cultural tourism group. The basic information is as follows:
Company name: Ningbo Tongshang Group Co., Ltd
Company type: limited liability company (solely state-owned)
Unified social credit code 913302007900686311
The registered capital is 20 million yuan
Legal representative: Zhang Dan
Date of establishment: July 7, 2006
Business term: July 7, 2006 to long term
Controlling shareholder state owned assets supervision and Administration Commission of Ningbo Municipal People’s Government
Registered address: 9 / F, No. 12, Guoyi street, Haishu District, Ningbo City, Zhejiang Province
Responsible for state-owned capital investment, operation and related business according to authorization; Investment and financing of major economic construction projects; State owned equity holding, investment and operation; Asset and equity management and disposal; Corporate restructuring and industrial M & a portfolio; Equity investment fund management; Investment and investment business scope management consulting services; Consultant and agent for enterprise reorganization and merger; Financial information services (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits from the public, financing guarantee and customer financing). (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
(2) Actual controller
Ningbo SASAC holds 100% equity of Ningbo Tongshang group and is the controlling shareholder of Ningbo Tongshang group. Ningbo SASAC is an ad hoc institution directly under Ningbo Municipal People’s government, which performs the export and purchase of state-owned assets on behalf of Ningbo Municipal People’s government
