Verification opinion form of independent financial adviser in the restructuring report
Name of listed company: Hangzhou Hangzhou Chang Chuan Technology Co.Ltd(300604) Co., Ltd. name of independent financial consultant: Huatai United Securities Co., Ltd
Securities abbreviation Hangzhou Chang Chuan Technology Co.Ltd(300604) securities code Hangzhou Chang Chuan Technology Co.Ltd(300604)
Transaction type purchase √ sale □ other methods □
Delivery of assets purchased by issuing shares
The other party is Hangzhou paradise Silicon Valley
Hangshi equity investment partnership
(limited partnership), Lee Heng
Whether the counterparty Lee and Jinggangshan Lecheng equity investment constitute related party transactions is
Capital partnership (limited partnership);
Transaction pairs of raised matching funds
No more than 35 qualified
A specific object of a piece.
Whether to issue shares and raise supporting funds at the same time
It is judged that this transaction does not constitute a major asset reorganization.
Whether the basis of reorganization belongs to the reorganization Office
Whether the approval of the CSRC is required as stipulated in Article 13 of the law yes
Reorganization and listing
The listed company plans to purchase 976687% of the equity of Hangzhou Changyi Technology Co., Ltd. (hereinafter referred to as “Changyi technology”) jointly held by Hangzhou paradise Silicon Valley Hangshi equity investment partnership (limited partnership), Lee Heng Lee and Jinggangshan Lecheng equity investment partnership (limited partnership), It plans to issue shares to no more than 35 qualified specific objects in the brief introduction of the restructuring plan to raise supporting funds, and the total amount of supporting funds raised shall not exceed 276.7 million yuan.
The transaction price of 976687% equity of Changyi technology, the subject asset of this transaction, is based on the asset appraisal report (Zhonglian pingbao Zi [2022] No. 286) issued by the asset appraisal institution Zhonglian appraisal. After negotiation and determination by all parties to the transaction, the final transaction price is determined as 276700000 yuan.
Verification opinions of independent financial advisor on the completeness of materials
Sn item yes / no remarks
/Not applicable
1. Whether the text of the reorganization report meets the requirements of Chapter III of standard 26. yes
Whether to submit the reorganization agreement or contract, the commitment and statement of the counterparty, communication
2. The resolutions of the board of directors and the opinions of independent directors that have passed the reorganization plan, and the opinions of the board of directors on the reorganization
Completeness and compliance of legal procedures and effectiveness of legal documents submitted
Instructions and other documents.
3. The reorganization involving banking, insurance, securities, futures, trust, media and publishing is not applicable
If the assets and businesses of special industries are injected, whether relevant industry supervisors are provided to perform
Description or document of department approval procedure. (if applicable)
Whether to submit the independent financial adviser’s report and verification opinion form. Independent financial consultant
4. Ask whether the report complies with Section 1 of Chapter IV of standard 26 and the financial advisor’s Guide
The requirements of “citation”.
5. Whether to submit legal opinions. Whether the legal opinion complies with the standard 26 is
Requirements in Section 2 of Chapter IV.
Relevant financial information involved in the reorganization. Whether the relevant financial data comply with the 26
Requirements of Article 63 of guideline 6. If no profit forecast report is provided and the profit forecast report is provided voluntarily, does the profit forecast report comply with the restatement
The requirements of Article 22 of the working group measures and Article 64 of guideline 26.
Asset evaluation report or valuation report involved in the reorganization. Asset appraisal report or
Whether the valuation report complies with Article 20 of the reorganization measures and Article 26 of the standard
7 requirements in Section 4 of Chapter IV; Whether the board of directors and independent directors make statements in accordance with the provisions
See; When adopting the valuation method based on the expectation of future income, whether the restructuring report is revised
Give special tips.
8. Statement of restructuring and memorandum of transaction process. Whether the transaction process memorandum is consistent with yes
It meets the requirements of Article 42 of the reorganization measures.
Self inspection report of secondary market. Whether the self inspection report of the secondary market complies with No. 26
9. The requirements of Article 66 of the code; If the insider and the plan times send the deposit, yes
In case of difference, whether to re submit as required.
If there are circumstances in Article 5 of Document No. 128, whether the listed company fully
10. Insiders of inside information related to the certificate and their immediate family members do not have insider trading behavior, so it is not applicable
And submit relevant instructions to the exchange. (if applicable)
The underlying assets of the transaction involve project initiation, environmental protection, industry access, land use, planning
11. The first resolution of the board of directors in this transaction shall not apply to the matters related to construction and construction for approval
Before the announcement, whether the corresponding license or relevant documents have been obtained and submitted to the bourse
The approval document of the competent department.
Before the first announcement of the board of directors, Lee Heng Lee, one of the counterparties of this transaction, is going through the procedures for the purchase of assets by the listed company. Before the announcement of the new subscription of Changyi technology is decided by the first board of directors of this transaction, Documents certifying that the asset seller has legally owned the complete rights of the subject asset, the registered capital of 39474912, and explanatory materials that there is no restriction or prohibition on transfer; If the assets to be purchased by the industrial and commercial registration change of 10000 yuan are resource rights such as land use right and mining right, the recorded procedures and the corresponding ownership certificate obtained for this purpose shall be provided, And the description materials of the equity assets of the secondary capital contribution with corresponding development or mining conditions. Change registration procedures for change registration under the name of Changyi technology. As of the disclosure date of the restructuring report of this transaction, the above change registration procedures have been completed.
The listed company plans to purchase assets by issuing shares, and the most recent year and period
The financial accounting report is issued with qualified opinions, negative opinions or no opinions by certified public accountants
13. Whether the audit report expressing opinions in accordance with the law is not applicable in accordance with Article 43 of the reorganization measures
Article 3 special verification opinions of certified public accountants shall be submitted. Are the special verification opinions consistent
The significant impact of the matters involved in the relevant non-standard audit opinions has been eliminated or will be passed
This transaction will be eliminated.
Where a major reorganization involves new shares, such as the acquisition or related share rights and interests
14. Whether to submit and disclose the summary of the acquisition report at the same time is not applicable
Or equity change report.
15. What is the difference between the reorganization report issued by the independent financial adviser and the plan
Watch.
Controlling shareholders and actual controllers of listed companies, all directors of listed companies
Supervisors, senior managers, counterparties of major asset restructuring, and
16. The relevant responsible subjects and other restructuring related personnel who implement the specific measures to fill in earnings per share are
Commitment documents issued. Whether the commitment content complies with the reorganization measures and No. 26 standard
And article 11.11.2 of the stock listing rules, and
True, accurate, complete and compliant disclosure in the restructuring plan.
Whether the major assets reorganization is carried out in accordance with the guidelines for the handling of business of listed companies
No. 17-10 – major asset restructuring is not applicable according to the abnormal situation and of stock trading
Whether to receive the notice of filing investigation and disclose the general risk prompt announcement or special risk simultaneously
Prompt announcement (applicable when the reorganization plan is disclosed for the first time).
Whether it has passed the “insider information” in the “business area of listed companies” of the exchange
In column 18, fill in the name of the intermediary and relevant handler employed in this major asset restructuring
Name and identity information of the.
Whether the independent financial advisor is responsible for the restructuring industries and transactions involved in the separation system
19 types, payment methods, filing and inspection, and entrusting listed companies to express opinions
Fill in.
Verification opinions of the independent financial adviser on the restructuring report
S / n item yes / no remarks / N / A
Whether the independent financial advisor of this reorganization does not exist in accordance with the
1. The measures for the management of business consulting and the measures for restructuring stipulate that independent financial consultants are not allowed
Business consultant, not accepting new M & a business, etc.
Whether the listed company and its current directors and senior managers are not involved
Suspected crimes are being filed for investigation by judicial organs or suspected violations are being investigated by China Securities Regulatory Commission
The situation of filing a case for investigation; If so, whether it complies with Article 40 of the reorganization measures
Article 3 (III). yes
The current directors and senior managers of listed companies have been
