Securities code: Xcmg Construction Machinery Co.Ltd(000425) securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) listing place: Shenzhen Stock Exchange Xcmg Construction Machinery Co.Ltd(000425) absorption and merger of XCMG Construction Machinery Co., Ltd. and related party transaction report (Draft)
(Revised) summary
Merged party Xcmg Construction Machinery Co.Ltd(000425)
Merged party: XCMG Construction Machinery Co., Ltd
Xuzhou Construction Machinery Group Co., Ltd., Tianjin Maoxin enterprise management partnership (limited partnership), Shanghai Shengchao equity investment partnership (limited partnership), Jiangsu Guoxin Group Co., Ltd., Jianxin financial assets investment Co., Ltd Zibo Jinshi pengheng equity investment partnership (limited partnership), Hangzhou guogai shuangbaizhizao equity investment partnership (limited partnership), Ningbo Meishan bonded port chuanghan asset management partnership (limited partnership) Bocom financial assets investment Co., Ltd. absorbed and merged the counterparty company, national manufacturing transformation and upgrading fund Co., Ltd., Ningbo Meishan bonded port performance asset management partnership (limited partnership), Xuzhou XCMG Jinfan leading enterprise management consulting partnership (limited partnership) Fuzhou Economic and Technological Development Zone Xingrui Hesheng equity investment partnership (limited partnership), Shanghai Gangtong phase III investment partnership (limited partnership), Henan gongrongjin investment No. 1 debt to equity investment fund (limited partnership) Tianjin Minpu Houde equity investment fund partnership (limited partnership), CITIC Prudential Life Insurance Co., Ltd
Independent financial advisor
March, 2002
Statement
1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee that the reorganization report and its summary are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the reorganization report.
The legal representative of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting materials in the restructuring report are true, accurate and complete.
The audit and evaluation related to this transaction have been completed, and the board of directors and all directors of the company guarantee the authenticity and rationality of the relevant data quoted in the restructuring report.
The approval letter of the CSRC does not represent the substantive matters of the reorganization or the relevant matters of the Shenzhen Stock Exchange. The effectiveness and completion of the matters related to this transaction described in the restructuring report have yet to be approved by the CSRC.
All directors, supervisors and senior managers of the company promise:
"I. the relevant information provided by me in the course of this transaction is true, accurate and complete, and I guarantee that there are no false records, misleading statements or major omissions, and I will bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. If there are false records, misleading statements or major omissions in the information provided, I will give it to the listed company or If the investor causes losses, it will bear individual and joint legal liabilities according to law.
2、 I will timely submit the information, documents and materials required for this transaction. At the same time, I promise that the paper and electronic materials provided are true, complete and reliable, the relevant copy materials or copies are consistent with the original or the original, all signatures and seals on these documents are true and valid, and the signatories of these documents have legally authorized and effectively signed these documents, And ensure that the information and documents provided are true, accurate and complete.
3、 If I am put on file for investigation by the judicial organ or the CSRC due to false records, misleading statements or major omissions in the information suspected of being provided or disclosed in this transaction, I will suspend the transfer of shares with interests in the listed company until the conclusion of the case investigation is clear, And submit the written application for suspension of transfer and the 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 of the listed company shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the board of directors of the listed company; If the application for lock-in is not submitted within two trading days, the board of directors of the listed company is authorized to submit his identity information and account information directly to the stock exchange and the registration and settlement company after verification, and apply for lock-in; If the board of directors of a listed company fails to submit its own identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors. "
The investor shall be responsible for the changes in the company's investment and income caused by this transaction, and shall be responsible for the risks and income related to this transaction according to the laws and regulations. If investors have any questions about the restructuring report, they should consult their own stockbrokers, lawyers, accountants or other professional consultants. 2、 Counterparty statement
The counterparty of this transaction has issued a letter of commitment:
"I. the relevant information provided by the unit in the course of this transaction is true, accurate and complete, and guarantees that there are no false records, misleading statements or major omissions, and shall bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided. If the information provided has false records, misleading statements or major omissions, it shall be reported to the listed company Or investors who cause losses will bear individual and joint legal liabilities according to law.
2、 The unit will timely submit the information, documents and materials required for this transaction to the listed company and relevant intermediaries, and promise that the paper and electronic materials provided are true, complete and reliable, the relevant duplicate materials or copies are consistent with the original or the original, and all signatures and seals on these documents are true and effective, The signatories of such documents have legally authorized and effectively signed such documents, and ensure that the information and documents provided are true, accurate and complete.
3、 If this transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed by the unit, the unit will suspend the transfer of shares with interests in the listed company until the conclusion of the case investigation is clear, And submit the written application for suspension of transfer and the 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 of the listed company shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the board of directors of the listed company; If the application for locking is not submitted within two trading days, the board of directors of the listed company is authorized to submit the identity information and account information of the unit directly to the stock exchange and the registration and settlement company after verification, and apply for locking; If the board of directors of a listed company fails to submit its identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares.
If the investigation concludes that there are violations of laws and regulations, the unit promises to lock in shares and voluntarily use them for compensation arrangements for relevant investors.
4、 In case of violation of the above statements and commitments, the unit is willing to bear corresponding legal responsibilities. " 3、 Statement of relevant securities service institutions and personnel
The securities service institutions and handling personnel of this asset restructuring agree that Xcmg Construction Machinery Co.Ltd(000425) quote relevant materials and contents provided by in the restructuring report and disclosure documents. The securities service institutions and handling personnel of this asset restructuring have reviewed the relevant contents quoted in the restructuring report and disclosure documents, Confirm that the reorganization report and disclosure documents will not have false records, misleading statements or major omissions due to the above contents, and bear corresponding legal liabilities for their authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the asset restructuring report and disclosure documents, and the securities service institution of the asset restructuring fails to be diligent and responsible, it will bear joint and several liability for compensation.
catalogue
Declare that two
1、 The listed company declares that two
2、 The counterparty declares that three
3、 Statement of relevant securities service institutions and personnel 4 catalog 5 interpretation seven
1、 General interpretation seven
2、 Professional interpretation 11 tips on major issues twelve
1、 Summary of this transaction plan twelve
2、 The nature of this transaction twelve
3、 The appraisal and pricing of this transaction thirteen
4、 Basic information of shares issued in this transaction fourteen
5、 Performance commitments and compensation arrangements forty-eight
6、 The impact of this transaction on listed companies fifty-eight
7、 Approval procedures to be performed for the implementation of this transaction plan sixty
8、 Important commitments made by the parties involved in this transaction sixty-one
9、 The controlling shareholders of the listed company's principled opinions on this reorganization 81 X. the controlling shareholders, directors, supervisors and senior managers of the company's first directors since this transaction
The share reduction plan from the date of announcement of the resolution of the board of directors to the completion of this transaction eighty-one
11、 Creditors' rights and interests protection mechanism eighty-two
12、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction eighty-two
13、 Sponsor qualification of independent financial adviser 85 major risk tips eighty-six
1、 Risks associated with this transaction eighty-six
2、 Risks associated with the surviving company after the merger eighty-eight
3、 The corporate governance and integration risks of this merger ninety-three
4、 Other risks ninety-three
Chapter I overview of this transaction ninety-four
1、 Background and purpose of this transaction ninety-four
2、 The specific scheme of this transaction ninety-six
3、 The nature of this transaction one hundred and forty-two
4、 Approval procedures to be performed for the implementation of this transaction plan one hundred and forty-three
5、 The impact of this transaction on listed companies one hundred and forty-three
interpretation
In this abstract, unless the context otherwise requires, the following abbreviations or nouns have the following meanings: 1. General interpretation
The report and reorganization report refer to the report on Xcmg Construction Machinery Co.Ltd(000425) absorption and merger of XCMG Construction Machinery Co., Ltd. and related party transactions (Draft) (Revised Version)
Summary of Xcmg Construction Machinery Co.Ltd(000425) absorption and merger of XCMG group, summary of Zhicheng Machinery Co., Ltd. and summary of related party transaction report (Draft) (Revised Version)
Xcmg Construction Machinery Co.Ltd(000425) , the company, the company refers to Xcmg Construction Machinery Co.Ltd(000425) listed company, the merged party XCMG Co., Ltd., and the merged party refers to the party and the target company of XCMG Construction Machinery Co., Ltd
XCMG group refers to Xuzhou Construction Machinery Group Co., Ltd
Tianjin Maoxin refers to Tianjin Maoxin enterprise management partnership (limited partnership)
Beijing panmao refers to Beijing panmao Investment Management Co., Ltd
Shanghai Shengchao refers to Shanghai Shengchao equity investment partnership (limited partnership)
Guoxin group refers to Jiangsu Guoxin Group Co., Ltd
CCB investment refers to CCB Financial Asset Investment Co., Ltd
Jinshi pengheng refers to Zibo Jinshi pengheng equity investment partnership (limited partnership)
Jinshi investment refers to Jinshi Investment Co., Ltd
Hangzhou Shuangbai refers to Hangzhou guogai Shuangbai Zhizao equity investment partnership (limited partnership)
Ningbo chuanghan refers to chuanghan asset management partnership (limited partnership) in Ningbo Meishan free trade port area
Bocom gold investment refers to bocom financial assets investment Co., Ltd
National manufacturing fund refers to the national manufacturing transformation and upgrading fund Co., Ltd
Ningbo chuangji refers to chuangji asset management partnership (limited partnership) in Ningbo Meishan free trade port area
XCMG Jinfan refers to Xuzhou XCMG Jinfan leading enterprise management consulting partnership (limited partnership)
Fuzhou Xingrui Hesheng refers to Xingrui Hesheng equity investment partnership (limited partnership) in Fuzhou Economic and Technological Development Zone
Shanghai Gangtong refers to Shanghai Gangtong phase III investment partnership (limited partnership)
Henan industrial and financial investment refers to Henan industrial and financial investment No. 1 debt to equity investment fund (limited partnership)
Tianjin minpo Houde refers to Tianjin minpo Houde equity investment fund partnership (limited partnership)
CITIC Prudential
