Sinolink Securities Co.Ltd(600109)
about
Harbin Dongan Auto Engine Co.Ltd(600178)
Major asset purchases and related party transactions
of
Continuous supervision opinions in 2021
Independent financial advisor
March, 2002
Sinolink Securities Co.Ltd(600109) accepted the entrustment of Harbin Dongan Auto Engine Co.Ltd(600178) to act as an independent financial adviser for its major asset purchase and related party transactions. This continuous supervision opinion is issued by the independent financial consultant after careful verification in accordance with the relevant provisions of laws and regulations such as the company law, the securities law, the reorganization management measures and the financial consultant measures, in accordance with the recognized business standards, ethics, the spirit of honesty, credit and diligence in the securities industry, and in accordance with the principles of objectivity and impartiality.
1. The documents and materials on which the continuous supervision opinions are based are provided by the trading parties. The data provider has guaranteed to the independent financial adviser that the relevant information provided by it about the major asset restructuring is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser has fulfilled the obligation of due diligence 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.
3. This continuous supervision opinion does not constitute any investment advice to the listed company. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to this continuous supervision opinion.
4. The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the continuous supervision opinions and make any explanation or explanation for the continuous supervision opinions.
5. The independent financial advisor invites investors to carefully read the full text of documents related to this transaction issued by Harbin Dongan Auto Engine Co.Ltd(600178) release.
Note: if there is no special interpretation, the interpretation of this continuous supervision opinion is the same as that of Harbin Dongan Auto Engine Co.Ltd(600178) major asset purchase and related party transaction report.
catalogue
Statement of the independent financial adviser 2 catalog three
1、 Overview of this transaction four
2、 Implementation of this transaction four
3、 Performance of commitments of all parties to the transaction five
4、 Realization of profit forecast five
5、 The development status of various businesses mentioned in the management discussion and analysis part six
6、 Corporate governance structure and operation six
7、 Other matters different from the announced restructuring plan seven
Sinolink Securities Co.Ltd(600109) acted as the independent financial adviser of Harbin Dongan Auto Engine Co.Ltd(600178) this major asset purchase and related party transactions, and continuously supervised the listed company in accordance with the relevant provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies. The independent financial adviser now gives the following opinions on the supervision of relevant matters in 2021: I. overview of this transaction
In this transaction, Harbin Dongan Auto Engine Co.Ltd(600178) subscribed for 19.64% equity of Dong'an automobile development by paying cash, with an amount of 157.12 million yuan. The summary of this transaction is as follows:
1. The counterparties of this transaction are Mitsubishi commercial, Mitsubishi Auto and Malaysia China investment.
2. The subject matter of this transaction is the 19.64% equity of Dong'an FAW.
3. The transaction method of this transaction is to pay cash to purchase assets.
4. In this transaction, according to the asset appraisal report on the appraisal project of the value of all shareholders' equity of Harbin Dong'an Automobile Engine Manufacturing Co., Ltd. involved in Harbin Dongan Auto Engine Co.Ltd(600178) [ Harbin Dongan Auto Engine Co.Ltd(600178) . Sh] planning to exercise the preemptive right to acquire the equity of Harbin Dong'an Automobile Engine Manufacturing Co., Ltd. (Chuan Hua Heng Ping Bao [2020] No. 133) filed by China Ordnance Equipment Group Co., Ltd, The transaction price of the underlying asset shall be determined through negotiation between the parties to the transaction. 5. This transaction constitutes a major asset restructuring and related party transactions. This transaction does not lead to the change of control of the listed company, and this transaction does not constitute reorganization and listing.
6. After the completion of this transaction, the target company Dong'an Automobile Development Co., Ltd. became a Harbin Dongan Auto Engine Co.Ltd(600178) holding subsidiary.
2、 Implementation of this transaction
(I) transfer of underlying assets involved in this transaction
On January 8, 2021, Harbin municipal market supervision and Administration Bureau issued the notice of approval for change of registration of the company, which approved that the shareholders of Dong'an automobile development were Harbin Dongan Auto Engine Co.Ltd(600178) , China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd., Harbin Aviation Industry (Group) Co., Ltd., Mitsubishi automatic vehicle Industry Co., Ltd., Mazhong Investment Holding Co., Ltd Mitsubishi Corporation was changed into Harbin Dongan Auto Engine Co.Ltd(600178) , China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. (renamed by China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd.) and Harbin Aviation Industry (Group) Co., Ltd., and issued a business license (Unified Social Credit Code: 912 Dalian Demaishi Precision Technology Co.Ltd(301007) 12017118a).
As of January 8, 2021, the delivery of the subject matter of this major asset restructuring and related party transactions has been completed, and the industrial and commercial registration of the equity change of Dong'an automobile has been completed.
(II) consideration payment of this transaction
According to the relevant transaction agreement signed between the company and the counterparty, the transaction consideration is 1571200000 yuan. From January to February 2021, Harbin Dongan Auto Engine Co.Ltd(600178) withheld 597237820 yuan of corporate income tax and stamp tax, and the balance was 15114762180 yuan. After purchasing 2333857632 US dollars of foreign exchange, it was transferred to the designated accounts of Mitsubishi commercial, Mitsubishi Auto and Mazhong investment respectively.
(III) treatment of relevant creditor's rights and debts
This transaction does not involve the transfer and disposal of creditor's rights and debts.
(IV) handling of securities issuance registration and other matters
This transaction does not involve matters such as securities issuance and registration.
3、 Performance of commitments of all parties to the transaction
The related parties of this transaction promise that they have been disclosed in Harbin Dongan Auto Engine Co.Ltd(600178) major asset purchase and related party transactions report and its revised version.
After verification, the independent financial adviser believes that as of the date of issuance of this continuous supervision opinion, Harbin Dongan Auto Engine Co.Ltd(600178) and other relevant parties of this transaction have not violated the disclosed relevant commitments, and the relevant commitment parties will continue to fulfill their outstanding commitments.
4、 Realization of profit forecast
This transaction does not involve profit forecast and performance commitment.
5、 The development status of various businesses mentioned in the management discussion and analysis part
Harbin Dongan Auto Engine Co.Ltd(600178) is mainly engaged in the R & D, production and sales of automobile engines and other parts, and its main products cover automobile engines (including range extenders), automobile transmissions, other parts and vehicle sales.
This transaction is the industrial integration of the same industry. After the integration, the listed company has three series of products: engine, new energy extended range power system and transmission system.
As the first year of the 14th five year plan, 2021 will implement the new development concept, build a new development pattern and promote high-quality development. Through integration with Dong'an Automobile Development Co., Ltd., the engine displacement of the company covers 1.2l-2.5l, and the transmission covers manual, automatic and DHT, so as to fully meet the needs of customers and provide an integrated solution for new energy power transmission system. At the same time, the m16n engine, D25 / d25td engine and m15ntde engine specially used for new energy range extension developed by the company in cooperation with AVL, a world-famous development organization, have been successfully ignited. During the reporting period, the company sold 671400 complete machines, including 616500 engines and 54900 transmissions; In 2021, the company achieved an operating revenue of 65855582 million yuan, a year-on-year increase of 22.35%, and a net profit attributable to shareholders of listed companies of 906751 million yuan, a year-on-year increase of 104.80%.
After verification, the financial advisor believes that this major asset restructuring has improved the profitability and financial security of the listed company, and there is no difference between the business development and disclosure mentioned in the management discussion and analysis.
6、 Corporate governance structure and operation
Before this transaction, the company continuously improved the corporate governance structure, established and improved the company's internal management and control system, and standardized the company's operation in accordance with the provisions and requirements of the company law, the securities law, the governance standards for listed companies, the stock listing rules and other laws and regulations.
During this transaction, the company, in accordance with the requirements of the rules, standardized the management of inside information, strengthened the confidentiality of inside information, prevented insider trading, and timely announced the resolutions of the board of directors, the resolutions of the general meeting of shareholders, the report on the purchase of major assets, the report on the implementation of the purchase of major assets and other information that may have a significant impact on the stock price.
Dong'an Automobile Development Co., Ltd. completed the industrial and commercial change procedures on January 8, 2021 and became a Harbin Dongan Auto Engine Co.Ltd(600178) holding subsidiary. The company has timely disclosed the relevant information on the purchase of major assets in accordance with the provisions of relevant laws and regulations.
After verification, the independent financial consultant believes that: Harbin Dongan Auto Engine Co.Ltd(600178) in accordance with the requirements of relevant laws and regulations, has established a perfect corporate governance structure, internal management and control system to standardize the operation of the company.
7、 Other matters different from the announced restructuring plan
After verification, the independent financial adviser believes that: the parties to this transaction have performed or continue to perform their responsibilities and obligations in accordance with the announced restructuring plan, and there are no other matters with significant differences between the actually implemented plan and the announced restructuring plan.
(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) on the 2021 continuous supervision opinions on Harbin Dongan Auto Engine Co.Ltd(600178) major asset purchase and related party transactions)
Financial advisor sponsor:
Yu Miao, Wang Shenjie, Tang Xiang
Sinolink Securities Co.Ltd(600109) mm / DD / yyyy
