Huachuang Securities Co., Ltd
about
Shanghai Zhongyida Co.Ltd(600610) issue shares to purchase assets and raise supporting funds
And related party transactions
Independent financial advisor Report
December, 2001
Statement and commitment of the independent financial adviser
Huachuang Securities Co., Ltd. (hereinafter referred to as “independent financial consultant”) is entrusted by Shanghai Zhongyida Co.Ltd(600610) (hereinafter referred to as “listed company”) to act as an independent financial consultant for issuing shares, purchasing assets, raising supporting funds and related party transactions, and issue an independent financial consultant report.
This independent financial advisory report is in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – application documents for major asset restructuring of listed companies In accordance with the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations, and in accordance with the recognized business standards, ethics and the spirit of good faith and diligence in the securities industry, and after careful and due diligence, it is intended to make an independent, objective and fair evaluation of this transaction for the reference of all shareholders of the listed company and relevant parties.
The independent financial advisor hereby makes the following statement:
1. The parties involved in this transaction provided the independent financial adviser with the necessary materials for issuing the independent financial adviser’s report, and guaranteed that the materials provided were true, accurate and complete, without any false records, misleading statements or major omissions, and were responsible for the authenticity, accuracy and completeness of the materials. 2. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor’s report is based, and is responsible for the authenticity, accuracy and completeness of the independent financial advisor’s report.
3. The independent financial advisor reminds the investors that this independent financial advisor’s report does not constitute any investment advice to the listed company, and the independent financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to this independent financial advisor’s report.
4. The independent financial adviser has no other interest relationship with all parties to the transaction, and the relevant opinions expressed on the transaction are completely independent.
5. The independent financial adviser specially requests all shareholders and investors of the listed company to carefully read the report on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) issued by the board of directors of the listed company, as well as the full text of legal opinions, audit reports, asset evaluation reports and other documents issued by relevant intermediaries.
6. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the independent financial advisor’s report.
7. Without the written consent of the independent financial adviser, the report of the independent financial adviser shall not be used for any other purpose or used by any third party.
The independent financial advisor hereby makes the following commitments:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with relevant 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.
2. The independent financial adviser has verified the documents disclosed by the listed company and is sure that the contents and format of the disclosed documents meet the requirements.
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan entrusted by the listed company to the independent financial adviser to give opinions complies with laws, regulations and relevant provisions of the CSRC and Shanghai Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. The professional opinions issued on the restructuring have been verified by the independent financial adviser, and the core institution agrees to issue the independent financial adviser’s report.
5. The independent financial adviser has taken strict confidentiality measures, strictly implemented risk control and internal firewall system, and there are no problems of insider trading, market manipulation and securities fraud.
catalogue
Statement and commitment of the independent financial advisor 2 catalog 4 interpretation 8 tips on major issues sixteen
1、 About the adjustment of this transaction plan sixteen
2、 The main contents of this transaction plan seventeen
3、 Evaluation value and pricing of Wengfu group eighteen
4、 The nature of this transaction eighteen
5、 The payment method of this transaction twenty
6、 Purchase of assets by issuing shares this time twenty
7、 Issuing shares to raise supporting funds forty
8、 The impact of this transaction on listed companies forty-one
9、 The decision-making and approval procedures involved in this transaction forty-three
10、 Important commitments of the parties involved in this transaction forty-four
11、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization XII. The controlling shareholders and their persons acting in concert, directors, supervisors and senior managers of the listed company
The share reduction plan from the date of resumption of the reorganization to the completion of the implementation sixty-three
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring sixty-four
14、 Recommendation qualification of independent financial advisor 83 major risk tips eighty-four
1、 Risks associated with this transaction eighty-four
2、 Risks associated with the subject company eighty-five
3、 Other risks 89 Chapter 1 transaction Overview ninety-one
1、 Background and purpose of this transaction ninety-one
2、 Decision making process and approval of this transaction ninety-four
3、 The specific scheme of this transaction ninety-six
4、 Valuation and valuation of the underlying assets one hundred and seventeen
5、 This transaction constitutes a major asset restructuring, related party transactions, restructuring and listing one hundred and eighteen
6、 The impact of this transaction on listed companies Chapter II basic information of listed companies one hundred and twenty-two
1、 Basic information one hundred and twenty-two
2、 The establishment, listing, previous changes in share capital, controlling shareholders and actual controllers of the company one hundred and twenty-two
3、 Changes in control in the last 60 months one hundred and twenty-seven
4、 Major asset restructuring in the last three years one hundred and twenty-nine
5、 Main business development in the last three years one hundred and twenty-nine
6、 The main financial indicators of Listed Companies in the last three years one hundred and thirty-one
7、 Controlling shareholders and actual controllers VIII. 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 by the judicial organ or suspected of violating the law due to suspected crimes
Description of the case being filed and investigated by the CSRC IX. listed companies, their controlling shareholders and actual controllers, as well as current directors, supervisors
Senior managers have been publicly condemned by the stock exchange or other major dishonest acts in the last 12 months
Description of the situation 10. The listed company and its current directors, supervisors and senior managers have been subject to administrative penalties in the past three years (and
(except those obviously irrelevant to the securities market) or description of criminal punishment 134 Chapter III basic information of counterparties one hundred and thirty-six
1、 Basic information of the counterparty issuing shares to purchase assets one hundred and thirty-six
2、 Basic information of the counterparty raising supporting funds one hundred and seventy-six
3、 Description of other matters 177 Chapter IV basic information of the subject company one hundred and eighty
1、 Basic information of Wengfu group one hundred and eighty
2、 Historical evolution of Wengfu group one hundred and eighty
3、 Major asset restructuring in the last three years one hundred and ninety-six
4、 Ownership structure and property control relationship of Wengfu group two hundred and one
5、 Basic information of subordinate enterprises two hundred and four
6、 Organizational structure two hundred and forty-two
7、 Basic information of directors, supervisors, senior managers and core technicians two hundred and forty-four
8、 Employee profile two hundred and sixty-two
9、 Ownership of major assets, external guarantees, major liabilities and contingent liabilities two hundred and sixty-six
10、 Main audited financial data during the reporting period two hundred and seventy
11、 Equity transfer, capital increase and decrease and asset evaluation in the last three years two hundred and seventy-one
12、 Description that the assets to be purchased are equity 273 XIII. Acquisition, development or mining conditions of ownership certificates of resource rights such as land use right and mining right
And payment of fees two hundred and seventy-four
14、 Project approval, environmental protection, industry access, land use, planning, construction and other applications 274 XV. License others to use their own assets or use others’ assets as a licensee two hundred and seventy-four
16、 Transfer of creditor’s rights and debts involved in the assets to be purchased two hundred and seventy-four
17、 The employee resettlement involved in this transaction two hundred and seventy-five
18、 Major pending or potential litigation, arbitration, investigation or administrative punishment two hundred and seventy-five
19、 Major accounting policies and relevant accounting treatment of the subject company 289 Chapter V main business and technology of the subject company in recent three years three hundred and two
1、 Wengfu group’s main business three hundred and two
2、 Industry situation of the target company three hundred and three
3、 Wengfu group’s core competitiveness and industry position three hundred and thirty-two
4、 Main products and process flow of Wengfu group three hundred and thirty-nine
5、 Wengfu group’s business model three hundred and forty-one
6、 Production and sales of main products of Wengfu group three hundred and forty-six
7、 Main procurement of Wengfu group three hundred and fifty-four
8、 Technical research and development of Wengfu group three hundred and sixty
9、 Analysis on characteristics and changes of core technicians during the reporting period three hundred and sixty-seven
10、 Safety and environmental protection of Wengfu group three hundred and sixty-seven
11、 Quality control of main products of the target company three hundred and seventy-three
12、 Overseas operation of the subject company three hundred and seventy-five
13、 The subject company’s main fixed assets and intangible assets three hundred and seventy-six
14、 Main business qualifications of the subject company four hundred and ten
15、 Franchising rights of the subject company 424 Chapter VI this transaction plan four hundred and twenty-five
1、 Issue shares to buy assets four hundred and twenty-five
2、 Issuing shares to raise supporting funds four hundred and forty-five
3、 Purpose and necessity of raising supporting funds four hundred and forty-six
4、 The equity structure of listed companies before and after this transaction four hundred and fifty-three
5、 Main financial data of listed companies before and after this transaction 455 Chapter VII evaluation of transaction subject matter four hundred and fifty-six
1、 Evaluation of the subject company four hundred and fifty-six
2、 Analysis of the rationality of the evaluation and the fairness of the pricing by the board of directors of the listed company six hundred and forty
3、 Opinions of the independent directors of the listed company on the evaluation of this transaction 646 Chapter VIII main contents of this transaction contract six hundred and forty-eight
1、 The main contents of the agreement on issuing shares to purchase assets six hundred and forty-eight
2、 The main contents of the supplementary agreement to the agreement on issuing shares to purchase assets six hundred and fifty-eight
3、 The main contents of the performance compensation agreement six hundred and sixty-one
4、 The main contents of the voting right entrustment agreement 684 Chapter IX verification opinions of independent financial adviser six hundred and eighty-six
1、 Main assumptions six hundred and eighty-six
2、 Compliance analysis of this transaction six hundred and eighty-six
3、 Pricing basis and rationality analysis of this transaction 708 IV. appropriateness of evaluation methods, rationality of evaluation assumptions and reasonable values of important evaluation parameters
Sex analysis seven hundred and eleven
5、 Analysis of the impact of this transaction on the sustainable operation ability of the listed company seven hundred and twelve
6、 Analysis of the impact of this transaction on the governance mechanism of listed companies seven hundred and twenty-one
7、 The necessity of this transaction and its impact on the interests of listed companies and non affiliated shareholders seven hundred and twenty-two
8、 Description of the feasibility and rationality of the performance commitment compensation arrangement of this transaction 723 IX. is there any objection to the shareholders and their related parties, asset owners and their related parties who intend to purchase assets
Verification opinions on the occupation of non operating funds for the purchase of assets seven hundred and twenty-three
10、 Verification opinions on diluted immediate return of this transaction and relevant filling measures 724 Xi. This transaction complies with the provisions of the regulations on strengthening the employment of third parties by securities companies in investment banking business
Verification opinions on the relevant provisions of the opinions on risk prevention and control of honest practitioners seven hundred and twenty-seven
12、 About the filing of private investment funds of the counterparty of this transaction 728 Chapter X core procedures of independent financial advisers
