Citic Securities Company Limited(600030)
about
Guangdong No.2 Hydropower Engineering Company Ltd(002060) issue shares to purchase assets and raise supporting funds
And related party transactions plan
of
Verification opinions of independent financial advisor
Independent financial advisor
March, 2002
interpretation
In this verification opinion, unless otherwise specified, the following abbreviations have the following meanings: this verification opinion and the independent financial adviser’s verification opinion of Citic Securities Company Limited(600030) on Guangdong No.2 Hydropower Engineering Company Ltd(002060) development consultant’s verification opinion on the plan of share purchase of assets and raising supporting funds and related party transactions
Plan, this plan and reorganization plan refer to the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions
Abstract. Plan summary refers to the summary of the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions
Reorganization report refers to the reorganization report prepared on this transaction after the completion of the audit, evaluation and other related work of this transaction
Listed company, Guangdong No.2 Hydropower Engineering Company Ltd(002060) refers to Guangdong No.2 Hydropower Engineering Company Ltd(002060)
The holding shareholders of Guangdong Construction Engineering Group Co., Ltd. and Guangdong Construction Engineering Group Co., Ltd. refer to the 100% equity of Guangdong Construction Engineering Group Co., Ltd
Shenzhen Institute Of Building Research Co.Ltd(300675) refers to Guangdong Academy of Building Sciences Group Co., Ltd., which is the person acting in concert of Guangdong Construction Engineering Group Holding Co., Ltd
Guangdong SASAC refers to the state owned assets supervision and Administration Commission of the people’s Government of Guangdong Province
This transaction, this reorganization and the listed company plans to issue shares to construction engineering holdings to purchase 100% of the equity of the Construction Engineering Group held by it in this major asset reorganization, and raise supporting funds by non-public offering of shares to no more than 35 qualified specific objects
Citic Securities Company Limited(600030) , independent financial consultant refers to Citic Securities Company Limited(600030) Q, the independent financial consultant
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC and CSRC refer to the announcement date of the resolution of the board of directors of China Securities Regulatory Commission, the date of issuing Guangdong No.2 Hydropower Engineering Company Ltd(002060) this issuance of shares to purchase assets and raising supporting funds and related party transactions. Asset purchase pricing refers to the announcement date of the resolution of the first board of directors, that is, the announcement date of the benchmark date of the resolution of the 23rd Meeting of the seventh board of directors
The funds raised this time refer to Guangdong No.2 Hydropower Engineering Company Ltd(002060) the pricing benchmark date on the first day of the issuance period of the supporting funds raised by the non-public offering of shares
The period from the base date of this audit and evaluation of assets (excluding the current day) to the asset delivery date (including the current day) of the transition period indicators
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (revised in 2020)
The provisions on several issues refer to the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public – major asset restructuring of listed companies (revised in 2022)
The financial advisory Measures refer to the measures for the administration of financial advisory business for mergers and acquisitions of listed companies
Financial advisory business guidelines refer to the financial advisory business guidelines for major asset restructuring of listed companies (for Trial Implementation)
The articles of association refers to the Guangdong No.2 Hydropower Engineering Company Ltd(002060) articles of association
RMB, 10000 yuan and 100 million yuan refer to RMB, 10000 yuan and 100 million yuan without special instructions
Unless otherwise specified, all values in the verification opinion of the independent financial adviser shall be kept to two decimal places. If the total is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
catalogue
interpretation…… 2 catalog 4 special instructions and risk tips 6 statements and commitments eight
1、 Statement of the independent financial adviser eight
2、 The independent financial advisor promises Section 1 overview of the transaction plan ten
1、 Issue shares to buy assets ten
2、 Issuing shares to raise supporting funds ten
3、 The price and number of shares issued this time ten
(I) price and quantity of assets purchased by issuing shares ten
(II) the price and quantity of supporting funds raised by issuing shares twelve
4、 Share lock up period twelve
(I) counterparties issuing shares to purchase assets twelve
(II) subscribers raising matching funds thirteen
5、 Interim profit and loss arrangements Section II verification opinions of independent financial advisor 14 I. the reorganization plan prepared by the board of directors of the listed company on this transaction complies with the reorganization management measures
The verification stipulated in the guidelines No. 26 II. The counterparty of this transaction has issued a written notice in accordance with the requirements of Article 1 of the provisions on certain issues
Face to face commitments and statements, which have been clearly recorded in the reorganization plan 3. The listed company has signed a conditional transaction contract with the counterparty for this transaction; The effective conditions of the transaction contract meet the requirements of Article 2 of the provisions on certain issues. The main terms of the transaction contract are complete, and the reserved terms, supplementary agreements and preconditions attached to the transaction contract will not affect this transaction
The exhibition constitutes a substantial impact 4. The board of directors of the listed company has made a decision on relevant matters in accordance with the requirements of Article 4 of the provisions on certain issues
Make a clear judgment and record it in the resolution record of the board of Directors 15 v. whether the reorganization plan prepared by the board of directors of the listed company has fully disclosed the major problems existing in this transaction
Uncertainties and risks sixteen
6、 Whether there are false records, misleading statements or false statements in the reorganization plan prepared by the board of directors of the listed company
Verification of major omissions XVI. Before the disclosure of the trading plan, the stock price fluctuation of listed companies did not meet the requirements of the regulations on regulating listed companies
Verification opinions on relevant standards in Article 5 of the notice on information disclosure and the behavior of relevant parties seventeen
8、 Whether this reorganization constitutes the verification of related party transactions seventeen
9、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures 18 X. whether the relevant entities are not allowed to participate in the major transactions of any listed company in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 – supervision of abnormal transactions of stocks related to major asset restructuring of listed companies
Verification opinions on the situation of asset reorganization eighteen
11、 Concluding observations of this verification Section III description of the independent financial advisor’s approval twenty
1、 Independent financial advisor kernel program twenty
2、 Opinions of independent financial advisor twenty
Special instructions and risk tips
1、 The audit and evaluation of the underlying assets involved in this reorganization have not been completed. After being audited and evaluated by accounting firms and evaluation institutions in accordance with the provisions of the securities law, the audited financial data, asset evaluation results and pricing of the underlying assets will be disclosed in the reorganization report and brought to the attention of investors.
2、 The decision-making and approval procedures to be performed in this transaction are as follows:
1. The appraisal report of the underlying assets involved in this transaction has been filed by Guangdong SASAC;
2. The formal plan of this transaction has been examined and approved by the board of directors of the listed company;
3. The formal scheme of this transaction was approved by Guangdong SASAC;
4. The formal plan of this transaction has been deliberated and approved by the general meeting of shareholders of the listed company;
5. Pass the business concentration examination of the Anti Monopoly Bureau of the State Administration of market supervision (if necessary);
6. This transaction has been approved by the CSRC;
7. All parties shall perform other necessary approval / filing procedures (if applicable) in accordance with relevant laws and regulations. The above approval or approval is a prerequisite for this transaction. There is uncertainty about whether the transaction can obtain the above approval or approval, and there is also uncertainty about the final time of obtaining the approval or approval. Investors should pay attention to the relevant risks.
3、 As of the date of issuance of this verification opinion, the independent financial adviser’s due diligence work on the Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuance of shares, purchase of assets, raising of supporting funds and related party transactions is still in progress. This independent financial adviser’s opinion is issued based on the current due diligence. The independent financial adviser will follow up in accordance with the reorganization management measures and other laws Continue to carry out due diligence in accordance with the relevant provisions of laws and regulations and normative documents. Since the listed company will prepare the restructuring report after the completion of relevant audit and evaluation and submit it to the board of directors for deliberation again, the independent financial adviser will issue an independent financial adviser report on this transaction in accordance with relevant regulations. Draw the attention of investors to risks.
4、 Based on the current project progress and possible uncertainties, this verification opinion gives special tips on the relevant risk factors of this transaction, reminding investors to carefully read the risk tips contained in the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to buy assets and raising supporting funds and related party transactions, and pay attention to investment risks.
5、 The information on which the independent financial adviser relies is provided by relevant parties. The provider is responsible for the authenticity, accuracy and integrity of the information provided, ensures that the information is free from false records, misleading statements and major omissions, and assumes individual and joint legal liabilities for the legitimacy, authenticity, accuracy and integrity of the information provided. The independent financial adviser shall not bear any risk liability arising therefrom.
Statements and commitments
Citic Securities Company Limited(600030) accepts the entrustment of Guangdong No.2 Hydropower Engineering Company Ltd(002060) to act as the independent financial adviser of this reorganization, and hereby makes the following statements and commitments:
1、 Statement of independent financial adviser
1. The documents and materials on which this verification opinion is based are provided by the parties to this transaction. The provider is responsible for the authenticity, accuracy and integrity of the documents and materials provided, and guarantees that there are no false records, misleading statements or major omissions in such information. The independent financial advisor does not assume any risk liability arising therefrom. 2. This verification opinion is based on the fact that all parties to this transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements.
3. This verification opinion does not constitute any investment suggestion for Guangdong No.2 Hydropower Engineering Company Ltd(002060) and the independent financial adviser will not bear any responsibility for the possible risks of any investment decision made by the investor according to the verification opinion of the independent financial adviser.
4. This verification opinion is only used as an annex to the reorganization plan. Without the written consent of the independent financial adviser, this verification opinion shall not be used for any other purpose or used by any third party.
5. The independent financial advisor has no other interest relationship with the parties involved in this exchange, and the relevant opinions expressed on this exchange are completely independent.
6. The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial adviser’s verification opinions and make any explanation or explanation to this report.
7. The independent financial adviser requests all shareholders and investors of Guangdong No.2 Hydropower Engineering Company Ltd(002060) to carefully read the plan for Guangdong No.2 Hydropower Engineering Company Ltd(002060) issuing shares to purchase assets and raising supporting funds and related party transactions issued by Guangdong No.2 Hydropower Engineering Company Ltd(002060) board of directors and relevant announcement documents, and consult relevant documents for future reference.
2、 Commitment of independent financial advisor
In accordance with the provisions of laws, regulations and normative documents such as the reorganization management measures, the provisions on certain issues and the Standard No. 26, Citic Securities Company Limited(600030) issued the verification opinions of the independent financial adviser and made the following commitments:
1. The independent financial adviser has fulfilled the necessary due diligence obligations at this stage. On this basis, it is reasonable 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 advisor has conducted necessary verification on the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
3. Based on the due diligence at this stage, the independent financial adviser has reason to believe that the trading scheme entrusted by the listed company to the independent financial adviser to issue verification opinions complies with laws, regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange. Based on the information obtained and the due diligence performed, the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions;
4. The independent financial advisor’s verification opinions on this transaction have been submitted to the independent financial advisor’s core organization for review, and the core organization agrees to issue the independent financial advisor’s verification opinions;
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 from the time of contact with the listed company to the time of acting as the independent financial advisor;
6. The independent financial advisor agrees to take the verification opinions of the independent financial advisor as a necessary part of this transaction
