Stock abbreviation: Shanghai Zhongyida Co.Ltd(600610) Stock Code: 600610 stock abbreviation: Shanghai Zhongyida Co.Ltd(600610) B Stock Code: 900906 listing place: Shanghai Stock Exchange
Shanghai Zhongyida Co.Ltd(600610)
Issue shares to purchase assets and raise supporting funds
Summary of and related party transaction report (Draft)
Name of counterparty
China Cinda Asset Management Corp
SDIC Mining Investment Co., Ltd
ICBC financial assets investment Co., Ltd
Agricultural Bank of China Financial Assets Investment Co., Ltd
Counterparty of Guizhou Qiansheng state owned Assets Management Co., Ltd. issuing shares to purchase assets
State owned assets supervision and Administration Commission of Guizhou Provincial People's government China Construction Bank Corporation(601939)
CCB financial assets investment Co., Ltd
Shenzhen Qianhai Huajian Equity Investment Co., Ltd
Xinfeng Huandong Equity Investment Co., Ltd
The subscribers of the raised matching funds shall not exceed 35 specific investors
Independent financial advisor
Signed on: December, 2001
Company statement
The purpose of the summary of the report on major asset restructuring is only to provide the public with a brief information about the restructuring, and does not include all parts of the full text of the report on major asset restructuring. The full text of the report on major asset restructuring is also published on the website of Shanghai Stock Exchange; Refer to the reorganization report for the way to consult the documents for future reference.
The company and all members of the board of directors guarantee the authenticity, accuracy and completeness of the material assets reorganization report and its summary, and shall be jointly and severally liable for the false records, misleading statements or major omissions in the reorganization report and its summary.
The company, the controlling shareholder of the company and all directors, supervisors and senior managers of the company have provided the necessary, true, accurate, complete and effective documents, materials or oral statements and explanations for the transaction at this stage to the intermediaries providing professional services such as audit, evaluation, legal and financial advisers for the transaction, without any concealment False and major omissions; The copy materials or copies provided are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are true, and have performed the legal procedures required for such signatures and seals and obtained legal authorization; All statements and explanations are consistent with the facts that have occurred. According to the process of this transaction, the company will timely provide relevant information and documents in accordance with laws, regulations, rules and relevant regulations of China Securities Regulatory Commission ("CSRC") and Shanghai Stock Exchange ("Shanghai Stock Exchange"), and ensure that the information and documents continue to be provided still meet the requirements of authenticity, accuracy, integrity and effectiveness.
The company and all directors, supervisors and senior managers promise and guarantee that the information disclosure and application documents of this transaction are true, accurate and complete, that there are no false records, misleading statements or major omissions, and are willing to bear individual and joint legal liabilities.
The matters stated in the restructuring report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and the Shanghai Stock Exchange on matters related to the restructuring. The effectiveness and completion of the matters related to the reorganization described in the reorganization report and its summary still need to be approved or approved by the relevant examination and approval authorities, including the consideration and approval of the transaction plan by the general meeting of shareholders of the company and the approval of the transaction plan by the CSRC.
The controlling shareholders, managers, directors, supervisors and senior managers of the company promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by judicial authorities or by CSRC, they will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing inspection, and the board of directors shall apply for locking on behalf of itself or the unit to Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. ("zhongdeng company"); If the application for locking is not submitted within two trading days, the board of directors is authorized to submit the identity information and account information of himself or his unit directly to Shanghai Stock Exchange and China registration company after verification, and apply for locking; If the board of directors fails to submit the identity information and account information of itself or its unit to the Shanghai Stock Exchange and zhongdeng company, it authorizes the Shanghai Stock Exchange and zhongdeng company to directly lock the relevant shares. If it is found that there are violations of laws and regulations in the investigation conclusion, I or my unit promise to lock up shares and voluntarily use them for compensation arrangements for relevant investors. When evaluating the reorganization of the company, in addition to other contents of the reorganization report and its summary and relevant documents disclosed at the same time with the reorganization report, investors shall also seriously consider various risk factors disclosed in the reorganization report and its summary.
After the completion of this transaction, the company shall be responsible for the changes in the company's operation and income; The investor shall be responsible for the investment risk arising from this transaction. If investors have any questions about the restructuring report and its summary, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty statement
The counterparty of this restructuring has issued a letter of commitment, and the counterparty has provided the listed company and the intermediary institutions providing audit, evaluation, legal and financial consulting and other professional services for this transaction with the necessary, true, accurate, complete and effective documents, materials or oral statements and explanations for this transaction at this stage, without any concealment False and major omissions; The copy materials or copies provided are consistent and consistent with the original materials or originals; The signatures and seals on the documents and materials provided are true, and have performed the legal procedures required for such signatures and seals and obtained legal authorization; All statements and explanations are consistent with the facts that have occurred. According to the process of this transaction, the counterparty will timely provide relevant information and documents in accordance with laws, regulations, rules and relevant provisions of CSRC and Shanghai Stock Exchange, and ensure that the information and documents continue to be provided still meet the requirements of authenticity, accuracy, integrity and effectiveness. The counterparty promises and guarantees that the information and documents provided by this exchange are true, accurate and complete, that there are no false records, misleading statements or major omissions, and is willing to bear legal liabilities.
If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or by the CSRC, the shares with interests in the listed company shall not be transferred until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the Shanghai Stock Exchange and China registration company on behalf of the company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information of the company to the Shanghai Stock Exchange and zhongdeng company after verification and apply for locking; If the board of directors fails to submit the identity information and account information of the company to zhongdeng company, it authorizes Shanghai Stock Exchange and zhongdeng company to directly lock relevant shares. If the investigation concludes that there are violations of laws and regulations, the counterparty promises to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
Statement of securities service institutions and personnel
The securities service institutions and personnel of this transaction promise that the contents of the application documents issued for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and integrity. If there are false records, misleading statements or major omissions in the application documents issued for this transaction, and the securities service institution fails to exercise due diligence, it will bear joint and several liability for compensation.
Shanghai Zhongyida Co.Ltd(600610) report on issuing shares to purchase assets and raising supporting funds and related party transactions (Draft)
catalogue
The company declares that 1. The counterparty declares that 3. Statement of securities service institutions and personnel 4 catalog 5 interpretation Section 1 tips on major issues eleven
1、 About the adjustment of this transaction plan eleven
2、 The main contents of this transaction plan eleven
3、 Evaluation value and pricing of Wengfu group thirteen
4、 The nature of this transaction thirteen
5、 The payment method of this transaction fifteen
6、 Purchase of assets by issuing shares this time fifteen
7、 Issuing shares to raise supporting funds thirty-five
8、 The impact of this transaction on listed companies thirty-six
9、 The decision-making and approval procedures involved in this transaction thirty-eight
10、 Important commitments of the parties involved in this transaction thirty-nine
11、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 58 XII. Controlling shareholders and persons acting in concert, directors, supervisors and senior managers of listed companies
Share reduction plan from the date of resumption of this restructuring to the completion of implementation fifty-eight
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring fifty-nine
14、 Recommendation qualification of independent financial advisor Section II major risk tips seventy-nine
1、 Risks associated with this transaction seventy-nine
2、 Risks associated with the subject company eighty
3、 Other risks Section III transaction Overview eighty-six
1、 Background and purpose of this transaction eighty-six
Shanghai Zhongyida Co.Ltd(600610) report on issuing shares to purchase assets and raising supporting funds and related party transactions (Draft)
2、 Decision making process and approval of this transaction eighty-nine
3、 The specific scheme of this transaction ninety-one
4、 Valuation and valuation of the underlying assets one hundred and twelve
5、 This transaction constitutes a major asset restructuring, related party transactions, restructuring and listing one hundred and thirteen
6、 The impact of this transaction on listed companies one hundred and fourteen
Shanghai Zhongyida Co.Ltd(600610) report on issuing shares to purchase assets and raising supporting funds and related party transactions (Draft)
interpretation
In the summary of this restructuring report, unless otherwise specified, the following terms have the following meanings:
General interpretation
The report / restructuring report refers to the report on Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft)
This transaction and this reorganization refer to the listed company issuing shares to purchase 100% equity of Wengfu group and raising supporting funds for this major asset reorganization and related party transactions
The plan refers to the plan for Shanghai Zhongyida Co.Ltd(600610) issuing shares to purchase assets and raising supporting funds and related party transactions
The company, the company and the listed company refer to Shanghai Zhongyida Co.Ltd(600610)
Si, Shanghai Zhongyida Co.Ltd(600610) , * ST Yida
Xingrong No. 4 and Xingrong No. 4 asset management refer to Xinda Securities - Industrial Bank Co.Ltd(601166) - Xinda Xingrong No. 4 collective asset management plan
Cinda securities refers to Cinda Securities Co., Ltd
Wengfu group and the target company refer to Wengfu (Group) Co., Ltd
The underlying assets and transaction targets refer to 100% equity of Wengfu (Group) Co., Ltd
China Cinda, SDIC mining, ICBC investment, Agricultural Bank of China investment, Qiansheng state owned assets, and counterparties refer to Guizhou SASAC, China Construction Bank Corporation(601939) , CCB investment, Qianhai Huajian and Xinfeng Huandong
China Cinda, SDIC mining, ICBC investment, ABC investment, Qiansheng state owned assets, and the original counterparties refer to Guizhou SASAC, China Construction Bank Corporation(601939) , Wengfu No. 1, CCB investment, Qianhai Huajian and Xinfeng Huandong
Issuing shares to purchase assets means that the listed company intends to purchase 100% equity of Wengfu group held by 10 counterparties by issuing shares
Shanghai Zhongyida Co.Ltd(600610) and China Cinda Asset Management Co., Ltd. and SDIC Mining Investment Co., Ltd
