Zheshang Securities Co.Ltd(601878) about Goody Science & Technology Co.Ltd(002694)
Detailed equity change report
of
Verification opinions of financial advisor
Financial advisor of information disclosure obligor
(address: No. 201, Wuxing Road, Jianggan District, Hangzhou, Zhejiang)
January 2002
statement
According to 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 the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies According to the provisions of laws, regulations and normative documents, Zheshang Securities Co.Ltd(601878) (hereinafter referred to as "the financial consultant") checked the Goody Science & Technology Co.Ltd(002694) detailed equity change report disclosed by the information disclosure obligor and issued verification opinions.
In accordance with the business standards and ethics recognized by the industry, and in the spirit of good faith and diligence, the financial advisor has verified the relevant information and materials of this equity change, and hereby makes the following statement:
1. The financial consultant has fulfilled the obligation of due diligence in accordance with the provisions, checked the Goody Science & Technology Co.Ltd(002694) detailed equity change report disclosed by the information disclosure obligor, confirmed that the content and format comply with the provisions, and guaranteed that there is no material difference between the professional opinions expressed and the disclosure contents of the information disclosure obligor.
2. The relevant materials on which this verification opinion is based shall be provided by the information disclosure obligor. The information disclosure obligor has made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate and complete without any major omission, false record or misleading statement, and is responsible for its authenticity, accuracy, integrity and legitimacy.
3. The financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the verification opinions and make any explanation or explanation for the verification opinions.
4. In particular, investors are reminded that the verification opinions do not constitute any investment suggestions for the parties to the equity change and their affiliated companies, and the financial consultant will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to the verification opinions.
5. The financial advisor has no interest relationship with all parties involved in this equity change, and the verification opinions issued on this detailed equity change report are completely independent.
6. During his tenure as financial advisor, the financial advisor implemented strict confidentiality measures and internal firewall system.
7. The financial advisor specially reminds Goody Science & Technology Co.Ltd(002694) all shareholders and other investors to carefully read the Goody Science & Technology Co.Ltd(002694) detailed equity change report and the full text of relevant announcements issued by the information disclosure obligor.
catalogue
Declare that 2 catalog 3 interpretation 5 I. verification of the contents of the detailed equity change report of the information disclosure obligor 6 II. Verification of the purpose of this equity change 6 III. verification of the basic information of the information disclosure obligor six
(i) Verification of the subject qualification of the information disclosure obligor six
（2） Verification of the equity and control relationship of the information disclosure obligor 8 (III) for the core enterprises and main businesses controlled by the controlling shareholders and actual controllers of the information disclosure obligors
Verification of business conditions eight
（4） Verification of the main business and financial status of the information disclosure obligor in the last three years nine
（5） Verification of the credit status of the information disclosure obligor nine
（6） Verification of the basic information of the directors, supervisors and senior managers of the information disclosure obligor ten
（7） Verification of whether the information disclosure obligor has the management ability of a listed company 10 (VIII) whether the information disclosure obligor needs to undertake other additional obligations and whether it has the relevant obligations to perform
Verification of business capability (IX) the shares in which the information disclosure obligor has interests in other listed companies at home and abroad reach or
Verification of more than 5% of the issued shares of the company IV. guidance on the standardized operation of the securities market for information disclosure obligors V. verification of the decision-making procedure for the change of rights and interests of the information disclosure obligor 11 VI. verification of the way of equity change eleven
(i) Verification of the methods and results of this equity change Wrong! No bookmarks defined.
（2） Verification of the restrictions on the rights of shares involved in this equity change Wrong! No bookmarks defined. 7、 Verification of the source of funds of the information disclosure obligor thirteen
(i) Verification of the total amount of funds required for this equity change thirteen
（2） Verification of the source of funds of the information disclosure obligor thirteen
8、 Verification of the follow-up plan of the information obligatory Discloser 13 (I) verification of plans to continue to increase or dispose of shares with interests in the next 12 months (II) change the main business of the listed company or make changes to the main business of the listed company within the next 12 months
Plans for major adjustments 14 (3) to sell, merge and sell the assets and businesses of the listed company or its subsidiaries within the next 12 months
A plan for joint venture or cooperation with others, or a restructuring plan for a listed company to purchase or replace assets fourteen
（4） Plans to change the composition of the current board of directors or senior managers of listed companies 14 (V) plan to amend the articles of association that may hinder the acquisition of the control of the listed company fourteen
（6） Plans to make major changes to the existing employee employment plans of listed companies fifteen
（7） Plan to adjust the dividend policy of listed companies fifteen
（8） Other plans that have a significant impact on the business and organizational structure of the listed company 15 IX. verification of the impact of this equity change on the listed company fifteen
(i) Impact on the independence of listed companies fifteen
（2） Impact on horizontal competition of listed companies sixteen
（3） Impact on related party transactions of listed companies 16 X. verification of major transactions with listed companies sixteen
(i) Verification of major transactions with listed companies and their subsidiaries sixteen
（2） Verification of transactions with directors, supervisors and senior managers of listed companies (III) compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced
check...... (IV) other contracts, tacit understandings and arrangements being signed or negotiated that have a significant impact on the listed company
Verification of 17 Xi. Verification of the trading of listed shares in the first six months seventeen
(i) Verification of the purchase and sale of shares of listed companies by the information disclosure obligor in the first six months 17 (II) directors, supervisors and senior managers of the information disclosure obligor, as well as the direct supervision of the above-mentioned personnel
Verification of the trading of listed shares by relatives in the first six months 17 XII. Verification of other major matters 17 XIII. Risk tips for this transaction 18 XIV. Concluding observations eighteen
interpretation
In this verification opinion, unless otherwise specified, the following words or abbreviations have the following specific meanings: the detailed equity change report refers to the Goody Science & Technology Co.Ltd(002694) detailed equity change report
The Zheshang Securities Co.Ltd(601878) financial consultant's verification opinion on the detailed equity change report of local Technology Co., Ltd. issued by Zheshang Securities Co.Ltd(601878)
Listed company, target company, refers to Goody Science & Technology Co.Ltd(002694) Goody Science & Technology Co.Ltd(002694) information disclosure obligor, Wanzhi Wanyang Group Co., Ltd
This non-public offering refers to Goody Science & Technology Co.Ltd(002694) non-public offering of shares to specific objects
This transaction and this equity refer to the 165888000 A-shares of the listed company to be subscribed by wanyang group
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Financial advisor means Zheshang Securities Co.Ltd(601878)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
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
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public - Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
Note: the data mantissa difference involved in this verification opinion is caused by rounding.
1、 Verification of the detailed equity change report of the information disclosure obligor
The detailed equity change report prepared by the information disclosure obligor this time mainly includes: interpretation, introduction to the information disclosure obligor, purpose and decision-making procedure of this equity change, equity change mode, capital source, follow-up plan, impact analysis on listed companies, major transactions with listed companies, trading of shares of Listed Companies in the first six months Financial information, other major matters and documents for future reference of the information disclosure obligor. The financial consultant has conducted prudent due diligence on the information disclosure obligor and carefully read the relevant materials provided by the information disclosure obligor. After verification, the financial consultant believes that the contents disclosed in the detailed equity change report prepared by the information disclosure obligor are true, accurate and complete. After verification, it meets the information disclosure requirements of laws, regulations and normative documents such as securities law, acquisition measures, Standard No. 15 and Standard No. 16 for the detailed equity change report of listed companies. 2、 Verification of the purpose of this equity change
The purpose of this equity change is based on the confidence in the internal value and future development prospect of the listed company, and the information disclosure obligor decides to implement this transaction. After the completion of this transaction, wanyang group will obtain the control of the listed company, and plans to use the listed company platform to effectively integrate resources when conditions are ripe, so as to achieve the goal of improving the operation of the listed company, improving the asset quality of the listed company, enhancing the sustainable profitability of the listed company and bringing good returns to all shareholders.
The financial advisor has made necessary communication with the information disclosure obligor on the purpose of the acquisition. After verification, the financial consultant believes that the purpose of the information disclosure obligor on this change in equity does not violate the requirements of current laws and regulations. 3、 Verification of the basic information of the information disclosure obligor (I) verification of the subject qualification of the information disclosure obligor
The basic information of the information disclosure obligor is as follows:
Company name: Wanyang Group Co., Ltd
Place of registration: No. 20, liming West Road, Wenzhou
Legal representative: Su Xiaozhong
Registered capital: 90 million yuan
Unified social credit code 913303006628606912
Nature of company limited liability company
Date of establishment: May 28, 2007
Industrial investment; General contracting of housing construction projects, highway projects, water conservancy and hydropower projects, municipal public works, tunnels and bridges (operating with qualification certificates); Earthwork engineering, building business scope, decoration engineering, landscaping engineering, steel structure engineering, electromechanical equipment installation engineering, sports facilities, building curtain wall engineering, foundation and foundation engineering (operated with qualification certificate); Sales of building materials; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) production and sales.
Business term: May 28, 2007 to May 27, 2027
Mailing address: No. 20, liming West Road, Wenzhou
Communication method: Tel: 0577-89860558
Fax: 0577-89860558
Ownership structure: Su Xiaofeng holds 90% and Su Xiaozhong holds 10%
According to the inquiry of the public information of the information disclosure obligor and the statement issued and verified, the financial consultant believes that wanyang group is an enterprise legal person legally established and existing in the people's Republic of China, and there is no situation that it should be terminated or dissolved according to laws, regulations, normative documents and the company's charter.
Meanwhile, according to the online public information inquiry and the relevant statements and commitments issued by the information disclosure obligor, the information disclosure obligor does not have the following circumstances specified in Article 6 of the acquisition measures:
1. Using the acquisition of a listed company to damage the legitimate rights and interests of the acquired company and its shareholders;
2. Has a large amount of debt, is not paid off when due, and is in a continuous state;
3. In the last 3 years
