Huatai United Securities Co., Ltd
about
Jiangsu Eastern Shenghong Co.Ltd(000301) issue shares and pay cash to purchase assets and raise supporting funds and related party transactions
of
Independent financial advisor Report
December, 2001
Statements and commitments
Huatai United Securities Co., Ltd. accepted the entrustment of Jiangsu Eastern Shenghong Co.Ltd(000301) to act as an independent financial consultant for issuing shares, paying cash to purchase 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 5. Tips on major issues 7 major risk tips 39 chapter I overview of this transaction Chapter II basic information of listed companies Chapter III basic information of counterparties 121 Chapter IV basic information of subject assets 138 Chapter V appraisal of subject assets Chapter VI issuance of shares in this transaction 363 Chapter VII main contents of this transaction contract 376 Chapter VIII verification opinions of independent financial adviser 385 Chapter IX concluding observations of the independent financial adviser 410 Chapter X core procedures and core opinions of independent financial advisers four hundred and twelve
interpretation
In the independent financial adviser's report, there are differences in the mantissa between the sum of some totals and the direct addition of each addition. These differences are caused by rounding. Unless the context otherwise requires, the following abbreviations have the following meanings: I. General interpretation of the independent financial adviser and Huatai United refers to the securities of Huatai United Securities Co., Ltd
The independent financial advisory report, this independent Huatai United Securities Co., Ltd. financial advisory report on Jiangsu Jiangsu Eastern Shenghong Co.Ltd(000301) Co., Ltd., this report refers to the independent financial advisory report of the company on issuing shares, paying 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
Suzhen biology refers to Suzhou Suzhen Bioengineering Co., Ltd., a secondary subsidiary of a listed company
Honggang Petrochemical refers to Jiangsu Honggang Petrochemical Co., Ltd., a secondary subsidiary of a listed company
Shenghong refining and Chemical Co., Ltd. refers to Shenghong refining and chemical ( Jiangsu Lianyungang Port Co.Ltd(601008) ) Co., Ltd., a secondary subsidiary of a listed company
Hongwei chemical refers to Jiangsu Hongwei Chemical Co., Ltd., a tertiary subsidiary of a listed company
Ruibang technology refers to Jiangsu Ruibang Technology Co., Ltd., a secondary subsidiary of a listed company
Guowang Suqian refers to Guowang high tech fiber (Suqian) Co., Ltd., a secondary subsidiary of a listed company
Gas turbine thermal power refers to Jiangsu Shengze gas turbine thermal power Co., Ltd., a first-class subsidiary of a listed company
Shengze thermal power plant refers to Jiangsu Eastern Shenghong Co.Ltd(000301) Shengze thermal power plant, a branch of a listed company
Sierbang, sierbang petrochemical, the target company, the target asset, the transaction target, refers to the assets to be purchased by Jiangsu sierbang Petrochemical Co., Ltd. or its 100% equity
Shun Meng Trading, Shun Meng refers to Jiangsu Lianyungang Port Co.Ltd(601008) Shun Meng Trading Co., Ltd
Energy and chemical technology refers to Inner Mongolia sierbang energy and Chemical Technology Co., Ltd
Shenghua means Inner Mongolia shenghuayi Energy Co., Ltd
Hongjing new material refers to Jiangsu Hongjing New Material Co., Ltd
Shenghong Petrochemical refers to Shenghong Petrochemical Group Co., Ltd
Bohong industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industry Co., Ltd
Hongyue industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Hongyue Industry Co., Ltd
CCB investment refers to CCB Financial Asset Investment Co., Ltd
BOC assets refer to BOC financial assets investment Co., Ltd
China Construction Bank Corporation(601939) means China Construction Bank Corporation(601939)
Suzhou asset refers to Suzhou Asset Management Co., Ltd
Counterparties refer to Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
This transaction, this reorganization and this refers to the act of Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase 100% equity of Erbang in the major asset reorganization of Sri Lanka and raising supporting funds
Restructuring report and report refer to the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions
The pricing base date refers to the announcement date of the first resolution of the board of directors of this transaction
The market reference price refers to the average stock trading price 120 trading days before the announcement date of the resolution of the board of directors of this transaction
Issuing shares and paying cash to purchase assets refers to the agreement on issuing shares and paying cash to purchase assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
Share issuance and cash purchase refers to the supplementary agreement to the agreement on share issuance and cash purchase of assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) and Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
The profit forecast compensation agreement refers to the profit forecast compensation agreement for the agreement on issuing shares and paying cash to purchase assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical and Bohong industry
Supplement to the profit forecast compensation agreement refers to the supplementary agreement to the profit forecast compensation agreement of the agreement on issuing shares and paying recharge and the agreement on cash purchase of assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical and Bohong industry
Compensation obligors refer to Shenghong petrochemical and Bohong industry
China Banking Regulatory Commission, China Banking Regulatory Commission
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
National Development and Reform Commission means the national development and Reform Commission of the people's Republic of China
Company law means the company law of the people's Republic of China
Securities Law means the securities law of the people's Republic of China
Reorganization measures and reorganization Management Office refer to the measures for the administration of major asset reorganization of listed companies
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
The provisions on Several Issues concerning reorganization refers to the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Articles of association means the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association
Independent financial advisers refer to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd., Citic Securities Company Limited(600030) and Huatai United Securities Co., Ltd
Legal adviser, lawyer Jindu and lawyer refer to the target asset audit institution of Beijing Jindu law firm, Ernst & Young refers to Ernst & Young Huaming Certified Public Accountants (special general partnership), Ernst & Young certified public accountants' annual audit institution of listed companies, and preparation for examination refers to the reading institution of Lixin certified Public Accountants (special general partnership), Lixin and Lixin certified public accountants
Audit institutions refer to Ernst & young, Huaming and Lixin
The appraisal institution, Zoomlion appraisal and appraisal refer to the asset audit report of the subject matter of Zoomlion asset appraisal group Co., Ltd. and the audit report refers to the audit report issued by Ernst & Young Huaming (2021) Shen Zi No. 61328049b02)
Reference review report and reference report refer to the review report issued by Lixin (Xin Hui Shi Bao Zi [2021] No. za15417)
The subject asset appraisal report and asset appraisal refer to the asset appraisal report (zlpbz [2021] No. 1718) issued by Zoomlion appraisal
The benchmark date refers to March 31, 2021
The last two years, the first period and the reporting period refer to 2019, 2020 and January June 2021
The latest year and period refer to 2020 and January June 2021
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
2、 Interpretation of professional terms
