Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets
And raise matching funds and related party transactions
of
Independent financial advisor Report
Independent financial consultant: Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
December, 2001
Statements and commitments
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. accepts the entrustment of Jiangsu Eastern Shenghong Co.Ltd(000301) to act as an independent financial consultant for issuing shares, paying cash to buy assets, raising supporting funds and related party transactions, and issue an independent financial consultant report.
This independent financial advisory report is prepared in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, and the measures for the administration of financial advisory business for mergers and acquisitions of listed companies In accordance with the provisions of relevant laws and regulations, such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - application documents for major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and in accordance with the generally recognized business standards, ethics, honesty and diligence of the securities industry, It is issued after careful due diligence to make an independent, objective and fair evaluation of the transaction for the reference of Jiangsu Eastern Shenghong Co.Ltd(000301) all shareholders and relevant parties.
The independent financial advisor hereby makes the following statement:
1. The parties involved in this transaction provided the independent financial adviser with the necessary materials for issuing the independent financial adviser's report, and guaranteed that the materials provided were true, accurate and complete, without any false records, misleading statements or major omissions, and were responsible for the authenticity, accuracy and completeness of the materials. 2. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor's report is based, and is responsible for the authenticity, accuracy and completeness of the independent financial advisor's report.
3. The independent financial advisor reminds the investors that the independent financial advisor's report does not constitute any investment proposal for Jiangsu Eastern Shenghong Co.Ltd(000301) . The independent financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the independent financial advisor's report.
4. The independent financial adviser has no other interest relationship with all parties to the transaction, and the relevant opinions expressed on the transaction are completely independent.
5. The independent financial adviser specially requests all shareholders and investors of Jiangsu Eastern Shenghong Co.Ltd(000301) to carefully read the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets and raising supporting funds and connected transactions issued by the board of directors of Jiangsu Eastern Shenghong Co.Ltd(000301) and the full text of legal opinions, audit reports, asset evaluation reports and other documents issued by relevant intermediaries.
6. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the independent financial advisor's report.
7. Without the written consent of the independent financial adviser, the report of the independent financial adviser shall not be used for any other purpose or used by any third party.
The independent financial advisor hereby makes the following commitments:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with relevant provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company.
2. The independent financial adviser has verified the documents disclosed by the listed company and is sure that the contents and format of the disclosed documents meet the requirements.
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan entrusted by the listed company to the independent financial adviser to give opinions complies with laws, regulations and relevant provisions of CSRC and Shenzhen Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. The professional opinions issued on the restructuring have been verified by the independent financial adviser, and the core institution agrees to issue the independent financial adviser's report.
5. The independent financial adviser has taken strict confidentiality measures, strictly implemented risk control and internal firewall system, and there are no problems of insider trading, market manipulation and securities fraud.
catalogue
Statements and commitments 2 catalog 4 interpretation eight
1、 General interpretation eight
2、 Interpretation of professional terms 10 tips on major issues eleven
1、 Overview of this transaction plan eleven
2、 This transaction constitutes a major asset restructuring and related party transactions, and does not constitute a restructuring and listing nineteen
3、 Valuation and valuation of the subject company twenty
4、 The impact of this transaction on listed companies twenty
5、 This transaction has been performed and the decision-making and approval procedures to be performed twenty-three
6、 Important commitments made by the parties to this transaction twenty-four
7、 Principled opinions of the controlling shareholders of the listed company and their persons acting in concert on this reorganization VIII. Controlling shareholders of listed companies and their persons acting in concert, directors, supervisors and senior managers
Share reduction plan from the date of reorganization and resumption to the completion of implementation thirty-six
9、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-six
10、 Diluted immediate return of this restructuring and relevant filling measures thirty-eight
11、 Sponsor qualification of independent financial advisor 41 major risk tips forty-two
1、 Risks associated with this transaction forty-two
2、 Risks associated with the underlying asset forty-four
3、 Other risks Chapter 1 overview of this transaction fifty-two
1、 Background and purpose of this transaction fifty-two
2、 Decision making process and approval of this transaction fifty-five
3、 Overview of this transaction plan fifty-five
4、 The impact of this transaction on listed companies Chapter II basic information of listed companies sixty-six
1、 Company profile sixty-six
2、 Establishment of the company and previous changes in share capital sixty-six
3、 Changes in control in the last 60 months seventy-four
4、 Major asset restructuring in the last three years seventy-four
5、 Main financial indicators for the last three years seventy-five
6、 Main business of the company seventy-five
7、 Controlling shareholder and actual controller of the company VIII. The listed company and its current directors, supervisors and senior managers are being detained by the judicial authorities for suspected crimes
Description of the case being filed for investigation or suspected of violation of laws and regulations by the CSRC IX. listed companies and their current directors, supervisors and senior managers have been subject to securities exchange within the last 12 months
Description of the public condemnation or other major dishonesty of the exchange 10. The listed company and its current directors, supervisors and senior managers have been subject to administrative penalties or
Description of criminal punishment seventy-eight
11、 Whether the construction projects of listed companies belong to "high energy consumption and high emission" projects 78 Chapter III basic information of counterparties one hundred and twenty-eight
1、 Shenghong Petrochemical one hundred and twenty-eight
2、 Bohong industry one hundred and thirty-three
3、 CCB investment one hundred and thirty-eight
4、 BOC assets one hundred and forty-one
5、 The related relationship or concerted action relationship between the counterparties of this transaction one hundred and forty-three
6、 Description of the relationship between the counterparty and the listed company one hundred and forty-three
7、 Recommendation of directors or senior managers by the counterparty to the listed company one hundred and forty-four
8、 Legal compliance of the counterparty and its key management personnel in the last five years one hundred and forty-four
9、 The integrity of the counterparty and its key management personnel in the last five years Chapter IV basic information of the underlying assets one hundred and forty-five
1、 Company profile one hundred and forty-five
2、 Historical evolution one hundred and forty-five
3、 Ownership structure and control relationship one hundred and fifty-three
4、 Main subordinate enterprises one hundred and fifty-four
5、 Main business development one hundred and fifty-seven
6、 Main financial indicators one hundred and eighty-five
7、 Ownership of major assets, external guarantees and major liabilities one hundred and ninety-three
8、 Main business qualifications and procedures of projects under construction two hundred and twenty-six
9、 Whether the project involved in the underlying asset is a "high energy consumption and high emission" project two hundred and twenty-nine
10、 Other matters 254 Chapter V appraisal of subject assets two hundred and fifty-seven
1、 Underlying asset pricing principles two hundred and fifty-seven
2、 Basic information of the subject asset appraisal two hundred and fifty-seven
3、 Appraisal of the underlying assets by income method two hundred and sixty-five
4、 Asset based valuation three hundred and fifty-six
5、 The board of directors' Analysis on the rationality of the evaluation of this transaction and the fairness of pricing three hundred and sixty
6、 Opinions of independent directors on the evaluation of this transaction 365 Chapter VI issuance of shares in this transaction three hundred and sixty-seven
1、 Issue shares to buy assets three hundred and sixty-seven
2、 Raising supporting funds three hundred and seventy
3、 Comparison of main financial indicators before and after the issuance of shares by listed companies three hundred and seventy-eight
4、 Equity structure of listed companies before and after issuing shares 378 Chapter VII main contents of this transaction contract three hundred and seventy-nine
1、 The main contents of the asset purchase agreement and its supplementary agreement by issuing shares and paying cash three hundred and seventy-nine
2、 The main contents of the profit forecast compensation agreement and its supplementary agreement 384 Chapter VIII verification opinions of independent financial adviser three hundred and seventy-nine
1、 Basic assumptions three hundred and eighty-eight
2、 Compliance analysis of this transaction three hundred and eighty-eight
3、 Rationality analysis of asset pricing and share pricing involved in this exchange 397 IV. the transaction is priced according to the asset evaluation results, and the appropriateness and evaluation of the selected evaluation method
Express clear opinions on the rationality of assumptions and the value of important evaluation parameters 402 v. in combination with the discussion and analysis of the management of the listed company, analyze and explain the profitability and financial status of the listed company after the completion of this transaction, whether this transaction is conducive to the sustainable development of the listed company and whether there are problems
Damage to the legitimate rights and interests of shareholders Vi. market position, operating performance, sustainable development ability and corporate governance of the listed company after the completion of the transaction
Conduct a comprehensive analysis of the management mechanism 404 VII. Make clear whether the asset delivery arrangement agreed in the transaction contract may lead to the risk that the listed company cannot obtain consideration in time after delivering cash or other assets, and whether the relevant liabilities for breach of contract are effective
See 405 VIII. Check whether this transaction constitutes a connected transaction, and express clear opinions according to the relevant facts confirmed by the verification. If related party transactions are involved, the necessity of the transaction and the transaction shall also be fully analyzed
Whether Yi damages the interests of listed companies and non affiliated shareholders 406 IX. if the counterparty and the listed company sign a compensation agreement in accordance with Article 35 of the reorganization management measures on the situation that the actual profit of relevant assets is less than the profit forecast, the independent financial consultant shall
Express opinions on the feasibility and rationality of compensation arrangements 407 X. This transaction complies with the regulations on strengthening the ability of securities companies to hire a third party in investment banking business
Relevant provisions of the opinions on risk prevention and control four hundred and eight
11、 Verification of diluted immediate return and filling measures of this transaction 409 XII. Verification of the insider's self inspection of stock trading 412 XIII. Core opinions and concluding opinions of the independent financial adviser four hundred and twelve
interpretation
In this independent financial adviser's report, unless the context otherwise requires, the following words have the following meanings:
1、 Generally, the independent financial consultant and Oriental Investment Bank refer to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
The independent financial advisory report, the independent Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd.'s financial advisory report on Jiangsu Jiangsu Eastern Shenghong Co.Ltd(000301) Co., Ltd., and this report refer to the independent financial advisory report on the company's issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions
Jiangsu Eastern Shenghong Co.Ltd(000301) , listed company and company refer to Jiangsu Eastern Shenghong Co.Ltd(000301) , with former names: Jiangsu Wujiang China Oriental Silk Market Co., Ltd. and Wujiang Silk Co., Ltd
Shenghong technology and the controlling shareholder refer to Jiangsu Shenghong Technology Co., Ltd
Guowang high tech refers to Jiangsu Guowang high tech fiber Co., Ltd., a first-class subsidiary of a listed company
China perch technology refers to Jiangsu China perch Technology Development Co., Ltd., a secondary subsidiary of a listed company
Ganghong fiber refers to Jiangsu ganghong Fiber Co., Ltd., a secondary subsidiary of a listed company
Shenghong fiber refers to Suzhou Shenghong Fiber Co., Ltd., a secondary subsidiary of a listed company
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