Citic Securities Company Limited(600030)
About Eternal Asia Supply Chain Management Ltd(002183)
Verification opinions on change of commitment performance period
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as ” Eternal Asia Supply Chain Management Ltd(002183) ” or “company”) non-public offering of shares, according to the measures for the administration of securities issuance and listing sponsor business In accordance with the requirements of relevant regulations and normative documents such as the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies, we have carefully verified Eternal Asia Supply Chain Management Ltd(002183) on the change of commitment performance period. The audit results and verification opinions are as follows: I. main contents of the original commitment
Announced by the company on March 5, 2021《
<关于请做好 Eternal Asia Supply Chain Management Ltd(002183) 非公开发行股票发审委会议准备工作的函>
In the reply report, it is promised to dispose of all equity of financial business before December 31, 2021.
2、 Performance of original commitments and reasons for delay
Since the commitment was made, the company has continued to communicate closely with the management, shareholders, sponsors and relevant audit units of relevant financial companies, conducted in-depth discussion on the stripping scheme and approval procedures of relevant financial companies, and actively promoted the stripping of various financial companies. The specific performance of the commitment is as follows:
(i) Shenzhen Yushang small loan Co., Ltd. (hereinafter referred to as “Yushang small loan”)
The company has obtained the approval from the controlling shareholder Shenzhen Investment Holding Co., Ltd. (hereinafter referred to as “Shenzhen investment holding”), agreeing that the company will transfer 100% of the equity of Yushang small loan by public listing. The company has completed the internal approval procedures in accordance with relevant regulations.
According to the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the law of the people’s Republic of China on state owned assets of enterprises, the measures for the supervision and administration of state owned assets transactions of enterprises and other laws and regulations, the company publicly disclosed information through the website of Jiangxi property right exchange on December 6, 2021, On December 14, 2021, Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Investment Holding Co., Ltd. was determined as the transferee by agreement, and 100% equity of Yushang xiaodai was transferred according to law. It has obtained the property right transaction voucher issued by Jiangxi property right exchange and the letter of Shenzhen Local Financial Supervision Bureau on Approving the change of equity of Shenzhen Yushang microfinance Co., Ltd. issued by Shenzhen local financial supervision and Administration Bureau (hereinafter referred to as “municipal financial office”). On December 27, 2021, Shenzhen market supervision and Administration Bureau issued the notice of change (filing) and approved the application for equity change of Yushang small loan mentioned above. Since December 27, 2021, Shenzhen Eternal Asia Supply Chain Management Ltd(002183) Investment Holding Co., Ltd. has been the 100% controlling shareholder of Yushang small loan.
（2） Shenzhen Yushang Finance Leasing Co., Ltd. (hereinafter referred to as “Yushang leasing”)
At the 52nd meeting of the 6th board of directors held on September 17, 2021, the company considered and adopted the proposal on the company’s listing and transfer of equity of Shenzhen Yushang Financial Leasing Co., Ltd., a wholly-owned subsidiary, and agreed that the company would publicly list and transfer the equity of Yushang leasing through the property right trading institution. Later, due to the review of Shenzhen Futian District Financial Work Bureau and the feedback: Lianyi (Hong Kong) Co., Ltd., one of the shareholders of Yushang leasing, accounted for less than 30%, and its equity transfer was not accepted. After study by the management of the company, it is decided to cancel the Yushang lease. So far, the cancellation has been reported to Shenzhen investment control, the controlling shareholder of the company, for pre communication, and the company’s internal approval procedures have been performed as soon as possible in accordance with relevant regulations, and then the cancellation has been promoted immediately.
According to the above work progress, this commitment cannot be completed within the commitment period.
（3） Ganzhou Yushang network small loan Co., Ltd. (hereinafter referred to as “Ganzhou small loan”)
The company actively seeks the equity transferee of Ganzhou small loan, and has preliminarily determined the intended party for acquisition and communicated with it on relevant acquisition matters. Up to now, Ganzhou small loan is carrying out relevant audit and evaluation.
According to the above work progress, this commitment cannot be completed within the commitment period.
（4） Shenzhen qianhaiyu commercial factoring Co., Ltd. (hereinafter referred to as “Yushang factoring”)
The company is now a minority shareholder of Yu Shang factoring and does not participate in the operation of Yu Shang factoring. The company actively seeks the equity transferee of Yu Shang factoring, but has no interested party. At the same time, the company is also communicating with the controlling shareholder about the cancellation. However, some businesses still exist, so the cancellation can be promoted only after the relevant stock business is completed.
According to the above situation, this commitment cannot be completed within the commitment period.
（5） Shenzhen Yushang Supply Chain Service Co., Ltd. (hereinafter referred to as “Yushang supply chain”)
Yushang supply chain has stopped the financial business, completed the internal approval process for the change of business scope (deleting the content of non financing guarantee business), and submitted an application for the change of business scope to the Administration for Industry and Commerce on December 21, 2021. The existing business of Yushang supply chain does not involve any financial credit enhancement, and has not participated in the lending transaction of any kind of loan financial business. It mainly provides market development services, it technology and other services for the supply chain business, and will not carry out such financial business in the future.
According to the above work progress, the change of business scope is expected to be completed within the commitment period.
3、 Proposed commitment after change
Based on the above facts, according to the relevant provisions of the guidelines for the supervision of listed companies No. 4 of the CSRC and the actual performance of the company’s commitments, the company plans to extend the performance period of the divestiture commitment of Shenzhen qianhaiyu commercial factoring Co., Ltd. to December 31, 2023, Except Shenzhen qianhaiyu commercial factoring Co., Ltd., the performance period of other financial business divestiture commitments is extended to December 31, 2022.
4、 Deliberations of the board of directors
On December 29, 2021, the company held the 57th meeting of the 6th board of directors and adopted the proposal on extending the performance period of the company’s commitments with 7 affirmative votes, 0 negative votes and 0 abstention votes. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Opinions of independent directors
The company plans to extend the performance period of the divestiture commitment of Shenzhen qianhaiyu commercial factoring Co., Ltd. to December 31, 2023, and the performance period of other financial business divestiture commitments except Shenzhen qianhaiyu commercial factoring Co., Ltd. to December 31, 2022. It complies with the provisions of relevant laws and regulations, normative documents and Eternal Asia Supply Chain Management Ltd(002183) articles of association such as the guidelines for the supervision of listed companies No. 4 of the CSRC, and the current actual situation of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The deliberation and decision-making procedures of this matter comply with the provisions of laws, regulations and relevant systems. Therefore, we agree to the proposal on extending the performance period of the company’s commitments and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
The company plans to extend the performance period of the divestiture commitment of Shenzhen qianhaiyu commercial factoring Co., Ltd. to December 31, 2023, and the performance period of other financial business divestiture commitments except Shenzhen qianhaiyu commercial factoring Co., Ltd. to December 31, 2022. Comply with the relevant provisions of the company law and the guidelines for the supervision of listed companies No. 4 of the CSRC, the change plan is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. In conclusion, we agree to the proposal on extending the performance period of the company’s commitments.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 Verification opinions of the recommendation institution
The sponsor has performed the following verification procedures: interview the Secretary of the board of directors of the company to understand the progress of commitment performance, the reasons and plans for the change of commitments; Obtained the property right transaction certificate of Yushang small loan, the letter of Shenzhen Local Financial Supervision Bureau on Approving the change of equity of Shenzhen Yushang small loan Co., Ltd. issued by Shenzhen Municipal Finance Office, and the notice of change (filing) of Yushang small loan issued by Shenzhen municipal market supervision and Administration Bureau; Consulted the company’s previous announcements on the divestiture of financial business subsidiaries; Consulted the letter of intent of Ganzhou small loan; Consulted the industrial and commercial information of Yushang supply chain, and obtained the supporting materials for the industrial and commercial change application submitted by Yushang supply chain; We have consulted the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies and other relevant laws and regulations.
After verification, the sponsor believes that the procedures for Eternal Asia Supply Chain Management Ltd(002183) changing commitments comply with the provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of China Securities Regulatory Commission, which have been deliberated and adopted by the board of directors of the company, and the independent directors and the board of supervisors have expressed their opinions, This change of commitment needs to be deliberated and approved by the general meeting of shareholders of the company.
In conclusion, the sponsor has no objection to Eternal Asia Supply Chain Management Ltd(002183) changing the commitment performance period.
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Sponsor representative:
Liu Jian, Chen Zhenhua
Citic Securities Company Limited(600030) December 30, 2021
