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
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 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 this report do not represent the substantive judgment, confirmation or approval of CSRC and Shanghai Stock Exchange on matters related to this restructuring. The entry into force and completion of the matters related to the reorganization described in this report still need to be approved or approved by the relevant examination and approval authorities, including the transaction plan deliberated and approved by the general meeting of shareholders of the company and the transaction plan approved 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 this report and relevant documents disclosed at the same time with this report, investors should also seriously consider various risk factors disclosed in this report.
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 this report, 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.
catalogue
The company declares that 1. The counterparty declares that 3. Statement of securities service institutions and personnel 4 catalog 5 interpretation 11 tips on major events nineteen
1、 About the adjustment of this transaction plan nineteen
2、 The main contents of this transaction plan twenty
3、 Evaluation value and pricing of Wengfu group twenty-one
4、 The nature of this transaction twenty-one
5、 The payment method of this transaction twenty-three
6、 Purchase of assets by issuing shares this time twenty-four
7、 Issuing shares to raise supporting funds forty-three
8、 The impact of this transaction on listed companies forty-four
9、 The decision-making and approval procedures involved in this transaction forty-six
10、 Important commitments of the parties involved in this transaction forty-seven
11、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization 66 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-six
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring sixty-seven
14、 Recommendation qualification of independent financial advisor 86 major risk tips eighty-seven
1、 Risks associated with this transaction eighty-seven
2、 Risks associated with the subject company eighty-eight
3、 Other risks 93 Chapter 1 transaction Overview ninety-four
1、 Background and purpose of this transaction ninety-four
2、 Decision making process and approval of this transaction ninety-seven
3、 The specific scheme of this transaction ninety-nine
4、 Valuation and valuation of the underlying assets one hundred and twenty
5、 This transaction constitutes a major asset restructuring, related party transactions, restructuring and listing one hundred and twenty-one
6、 The impact of this transaction on listed companies Chapter II basic information of listed companies one hundred and twenty-five
1、 Basic information one hundred and twenty-five
2、 The establishment, listing, previous changes in share capital, controlling shareholders and actual controllers of the company one hundred and twenty-five
3、 Changes in control in the last 60 months one hundred and thirty
4、 Major asset restructuring in the last three years one hundred and thirty-two
5、 Main business development in the last three years one hundred and thirty-two
6、 The main financial indicators of Listed Companies in the last three years one hundred and thirty-four
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 9. The listed company and its controlling shareholders, actual controllers, as well as the current directors, supervisors and senior managers of the listed company have been publicly condemned or other major dishonest acts by the stock exchange in the past 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 Chapter III basic information of counterparties one hundred and thirty-nine
1、 Basic information of the counterparty issuing shares to purchase assets one hundred and thirty-nine
2、 Basic information of the counterparty raising supporting funds one hundred and seventy-nine
3、 Description of other matters Chapter IV basic information of the subject company one hundred and eighty-three
1、 Basic information of Wengfu group one hundred and eighty-three
2、 Historical evolution of Wengfu group one hundred and eighty-three
3、 Major asset restructuring in the last three years one hundred and ninety-nine
4、 Ownership structure and property control relationship of Wengfu group two hundred and four
5、 Basic information of subordinate enterprises two hundred and seven
6、 Organizational structure two hundred and forty-five
7、 Basic information of directors, supervisors, senior managers and core technicians two hundred and forty-seven
8、 Employee profile two hundred and sixty-five
9、 Ownership of major assets, external guarantees, major liabilities and contingent liabilities two hundred and sixty-nine
10、 Main audited financial data during the reporting period two hundred and seventy-three
11、 Equity transfer, capital increase and decrease and asset evaluation in the last three years two hundred and seventy-four
12、 Description that the assets to be purchased are equity 276 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-seven
14、 Project approval, environmental protection, industry access, land use, planning, construction and other applications 277 XV. License others to use their own assets or use others' assets as a licensee two hundred and seventy-seven
16、 Transfer of creditor's rights and debts involved in the assets to be purchased two hundred and seventy-eight
17、 The employee resettlement involved in this transaction two hundred and seventy-eight
18、 Major pending or potential litigation, arbitration, investigation or administrative punishment two hundred and seventy-eight
19、 Major accounting policies and relevant accounting treatment of the subject company 293 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
