Citic Securities Company Limited(600030)
about
Jiangsu Eastern Shenghong Co.Ltd(000301)
Issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
of
Independent financial advisor Report
Independent financial advisor
December, 2001
Statement and commitment of the independent financial adviser
1、 Statement of independent financial adviser
(i) The documents and materials on which the independent financial adviser’s report is based are provided by the parties to the transaction. The provider is responsible for the authenticity, accuracy and integrity of the documents and materials provided, and guarantees that such information is free from false records, misleading statements or major omissions. The independent financial adviser shall not bear any risk liability arising therefrom;
（2） The independent financial adviser’s report is issued on the assumption that all parties to the transaction fully and timely perform the relevant agreements, statements or commitments of the transaction;
（3） The independent financial adviser’s report does not constitute any investment suggestions or opinions on the listed company, and the independent financial adviser will not bear any responsibility for the possible risks arising from any investment decisions made by investors according to the independent financial adviser’s report;
（4） 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 as a supplement and modification to the independent financial advisor’s report, or to make any explanation or explanation to the independent financial advisor’s report. Without the written consent of the independent financial adviser, no one shall copy, distribute or extract the independent financial adviser’s report or any of its contents at any time, for any purpose or in any form. The independent financial adviser has the right to explain any ambiguity that may exist in the independent financial adviser’s report;
（5） The independent financial adviser specially invites investors to carefully read the relevant announcements disclosed on this transaction and consult relevant documents. 2、 Independent financial advisor commitment
In accordance with the measures for the administration of major asset restructuring of listed companies (revised in 2019), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (revised in 2016), 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 (revised in 2018) According to the measures for the administration of financial advisory business for mergers and acquisitions of listed companies and other relevant laws and regulations, Citic Securities Company Limited(600030) issued the independent financial advisory report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions, and made the following commitments:
(i) The independent financial adviser has fulfilled the necessary due diligence obligations at this stage in accordance with the 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 and the counterparty;
（2） The independent financial adviser has fully verified the relevant documents of the transaction disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
（3） The independent financial adviser has sufficient reasons to believe that the restructuring plan of the listed company complies with laws, regulations and relevant regulations of China Securities Regulatory Commission 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 by the independent financial advisor on this transaction have been submitted to the independent financial advisor’s core institution for review, and the core institution agrees to issue the independent financial advisor’s report;
（5） The independent financial advisor has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
catalogue
Statement and commitment of the independent financial advisor 2 I. statement of the independent financial adviser 2. The independent financial advisor promises that 2 catalog 4 interpretation 8 I. General interpretation 8 II. Interpretation of professional terms 10 tips on major issues 12 I. overview of the transaction plan 12 II. This transaction constitutes a major asset restructuring and related party transactions, and does not constitute a reorganization and listing 20 III. valuation and pricing of the subject company 20 IV. impact of this transaction on listed companies 21 v. decision making and approval procedures that have been performed and need to be performed in this transaction 23 VI. important commitments made by all parties to this transaction 24 VII. Principled opinions of the controlling shareholders of the listed company and those acting in concert on the reorganization VIII. Share reduction plan of the controlling shareholders of the listed company and their persons acting in concert, directors, supervisors and senior managers from the date of resumption of the reorganization to the completion of the implementation 36 IX. arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction 36 X. diluted immediate return of this restructuring and relevant filling measures 38 Xi. Recommendation qualification of independent financial adviser 41 major risk tips 42 I. risks related to this transaction 42 II. Risks related to the underlying assets 44 III. other risks Section 1 overview of this transaction 52 I. background and purpose of this transaction 52 II. Decision making process and approval of this transaction 55 III. overview of the transaction plan 55 IV. impact of this transaction on listed companies sixty-two
Section 2 basic information of listed companies 65 I. Company Profile 65 II. Establishment of the company and previous changes in share capital 65 III. Changes in control in the last 60 months 73 IV. major asset restructuring in the last three years 73 v. main financial indicators for the last three years Vi. main business of the company 74 VII. Controlling shareholder and actual controller of the company VIII. Description of the listed company and its current directors, supervisors and senior managers being placed on file for investigation by the judicial organ for suspected crimes or being placed on file for investigation by the CSRC for suspected violations of laws and regulations 9. Description of the public condemnation or other major dishonesty of the listed company and its current directors, supervisors and senior managers by the stock exchange in the last 12 months 77 X. description of administrative or criminal penalties imposed on the listed company and its current directors, supervisors and senior managers in the past three years 77 Xi. Whether the construction projects of listed companies belong to “high energy consumption and high emission” projects Section 3 basic information of counterparties 123 I. Shenghong petrochemical 123 II. Bohong industry 128 III. CCB investment 132 IV. BOC assets V. the relationship between the counterparties of this transaction or the relationship of concerted action Vi. description of the relationship between the counterparty and the listed company VII. Recommendation of directors or senior managers by trading counterparties to listed companies VIII. Legal compliance of counterparties and their key management personnel in the last five years IX. integrity of the counterparty and its main management personnel in the last five years Section IV basic information of subject assets 139 I. Company Profile 139 II. Historical evolution 139 III. ownership structure and control relationship 147 IV. main subordinate enterprises 148 v. development of main business 151 VI. main financial indicators one hundred and seventy-eight
7、 Ownership of major assets, external guarantees and major liabilities 186 VIII. Main business qualifications and procedures of projects under construction 223 IX. whether the project involved in the subject asset is a “high energy consumption and high emission” project X. other matters 249 Section V appraisal of subject assets 252 I. underlying asset pricing principles 252 II. Basic information of the subject asset appraisal 252 III. appraisal of the underlying assets with the income method 260 IV. asset based appraisal V. analysis of the board of directors on the rationality of the evaluation of this transaction and the fairness of pricing 354 VI. opinions of independent directors on the evaluation of this transaction 359 section 6 issuance of shares in this transaction 360 I. issuing shares to purchase assets 360 II. Raising supporting funds 363 III. comparison of main financial indicators before and after the issuance of shares by listed companies 370 IV. equity structure of listed companies before and after issuing shares 371 section 7 main contents of this transaction contract 372 I. main contents of the agreement on the purchase of assets by issuing shares and paying cash and its supplementary agreement 372 II. Main contents of profit forecast compensation agreement and its supplementary agreement 376 Section VIII verification opinions of independent financial adviser 381 I. basic assumptions 381 II. Compliance analysis of this transaction 381 III. rationality analysis of asset pricing and share pricing involved in this exchange 389 IV. this transaction is priced according to the asset appraisal results, and express clear opinions on the appropriateness of the selected appraisal method, the rationality of the appraisal assumptions and the rationality of the value of important appraisal parameters 393 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 damaging the legitimate rights and interests of shareholders 395 VI. conduct a comprehensive analysis of the market position, operating performance, sustainable development ability and corporate governance mechanism of the listed company after the completion of the transaction 396 VII. Express clear opinions on 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 VIII. Check whether this transaction constitutes a connected transaction, and express clear opinions according to the relevant facts confirmed in the verification. If related party transactions are involved, the necessity of this transaction and whether this transaction damages the interests of the listed company and non related shareholders shall also be fully analyzed 398 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 profits of relevant assets are less than the predicted profits, the independent financial adviser shall express his opinions on the feasibility and rationality of the compensation arrangement 399 X. This transaction complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business 399 Xi. Verification of diluted immediate return and filling measures of this transaction XII. Verification of the insider’s self inspection on the trading of stocks 403 section IX core opinions and concluding observations of the independent financial adviser 405 I. Citic Securities Company Limited(600030) kernel program and kernel comments 405 II. Core opinions 405 section x conclusions of the independent financial adviser four hundred and seven
interpretation
1、 General 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 otherwise specified, the following abbreviations have the following meanings:
The independent financial advisor refers to Citic Securities Company Limited(600030)
Independent financial advisor report, this independent Citic Securities Company Limited(600030) financial advisor report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuance of shares, this report refers to and the independent financial advisor report on paying cash to purchase assets and raising supporting funds and related party transactions
Jiangsu Eastern Shenghong Co.Ltd(000301) , listed company, public index Jiangsu Eastern Shenghong Co.Ltd(000301) , 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
