Citic Securities Company Limited(600030) about the industrial policy and transaction type of Guangdong No.2 Hydropower Engineering Company Ltd(002060) this transaction
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Verification opinions of independent financial advisor
Independent financial advisor
March, 2002
Statement and commitment
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “the independent financial consultant”) is entrusted by Guangdong No.2 Hydropower Engineering Company Ltd(002060) (hereinafter referred to as “listed company” or ” Guangdong No.2 Hydropower Engineering Company Ltd(002060) “), Served as the independent financial adviser of the listed company to issue shares to Guangdong Construction Engineering Group Holding Co., Ltd. (hereinafter referred to as “construction engineering holding”) to purchase 100% equity of Guangdong Construction Engineering Group Co., Ltd. (hereinafter referred to as “Construction Engineering Group” or “target company”) and raise supporting funds (hereinafter referred to as “this transaction” and “this reorganization”).
The independent financial adviser’s verification opinions are in accordance with the implementation plan of the merger and reorganization audit separation system of the CSRC, the notice on cooperating with the relevant work of the merger and reorganization audit separation system of the stock exchange and other relevant regulations and requirements, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, Issued after due diligence and careful verification of relevant declaration and disclosure documents of listed companies for reference by CSRC, stock exchanges, investors and relevant parties.
As the independent financial adviser of this transaction, the opinions are put forward on the basis of assuming that all parties to this transaction fully perform all their obligations and assume all their responsibilities in accordance with the terms of relevant agreements and commitments. The independent financial adviser hereby makes the following statements and commitments on relevant matters:
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues the independent financial advisor’s verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser’s verification opinions are based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the materials provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the legitimacy, authenticity, accuracy and integrity of the materials provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
Section I verification opinions of independent financial advisor
In accordance with the relevant provisions and requirements of the implementation plan of the merger and reorganization review and separation system of the CSRC and the notice on cooperating with the relevant work of the merger and reorganization review and separation system of the stock exchange, the independent financial consultant reviewed the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing bank shares to purchase assets and raise supporting funds and related party transactions related to this transaction and the materials provided by all parties, and issued this special verification opinion on relevant matters. I Whether the industries or enterprises involved in this asset reorganization belong to the “leading enterprises in automobile, iron and steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” and the “Exemption / fast track” on the audit and reorganization separation system of mergers and acquisitions “determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology “High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading required by the CPC Central Committee and the State Council” added in the relevant questions and answers to the requirements of industrial policies (October 19, 2018) And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
The listed company Guangdong No.2 Hydropower Engineering Company Ltd(002060) is mainly engaged in the construction of water conservancy, hydropower, rail transit and other projects. This transaction intends to purchase 100% equity of China Construction Engineering Group. The main business of the Construction Engineering Group is construction business, covering housing construction, rail transit construction, municipal engineering construction, etc. The Construction Engineering Group is a leading enterprise in the construction industry in Guangdong Province, and also the undertaker and main force of major deployment and major construction projects of the Guangdong provincial Party committee and the Guangdong provincial government. According to the industry classification guidelines of listed companies (revised in 2012) issued by the CSRC, the industry of listed companies and Construction Engineering Group is “e construction industry”.
After verification, The independent financial adviser believes that the industries and enterprises involved in this transaction do not belong to the “leading enterprises in automobile, iron and steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” and the “separate channel system for examination and approval of merger and reorganization” determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology Questions and answers related to the industrial policy requirements of “Exemption / fast track” (October 19, 2018) “High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading required by the CPC Central Committee and the State Council” and other industries or enterprises that focus on supporting the promotion of merger and reorganization.
2、 Whether the transaction type involved in this asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
In this transaction, the target company and the listed company belong to the construction industry. Therefore, this asset restructuring belongs to M & A in the same industry, not upstream and downstream M & A.
Before and after this transaction, Guangdong No.2 Hydropower Engineering Company Ltd(002060) the controlling shareholders are construction engineering holdings, and the actual controllers are Guangdong SASAC. This transaction does not lead to any change in the controlling right of the listed company. Within 36 months before this transaction, the actual controller of the listed company has not changed. According to the conditions of reorganization and listing in Article 13 of the reorganization management measures and other documents, this transaction does not constitute reorganization and listing.
After verification, the independent financial adviser believes that this transaction belongs to M & A in the same industry, and this transaction does not constitute reorganization and listing.
3、 Whether the reorganization involves the issuance of shares
In this transaction, the listed company Guangdong No.2 Hydropower Engineering Company Ltd(002060) purchased 100% equity of China Construction Engineering Group by issuing shares, and planned to raise supporting funds through non-public issuance of shares.
After verification, the independent financial adviser believes that this transaction involves the issuance of shares.
4、 Whether the listed company has been filed for inspection by the CSRC and has not been closed
After verification, as of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
Section II independent financial advisor’s concluding comments
After verification of the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising matching funds and related party transactions related to this transaction and the materials provided by all parties, the independent financial adviser believes that:
1、 The industries and enterprises involved in this transaction do not belong to the “leading enterprises in automobile, iron and steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization” and the “Exemption / fast track” of the audit and separation system for merger and reorganization “determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology “High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading required by the CPC Central Committee and the State Council” added in the relevant questions and answers to the requirements of industrial policies (October 19, 2018) And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions;
2. The transaction type involved in this exchange belongs to M & A in the same industry and does not constitute reorganization and listing;
3. This transaction involves the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC.
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(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) on the verification opinions of Guangdong No.2 Hydropower Engineering Company Ltd(002060) independent financial adviser on industrial policies and transaction types of this transaction) sponsor of financial adviser:
Liu Hanwei, Liu pingjie
Citic Securities Company Limited(600030) March 18, 2022
