Citic Securities Company Limited(600030)
about
Beijing Qianjing Landscape Co.Ltd(603778)
Acquisition Report
of
Financial advisory report
Name of listed company: Beijing Qianjing Landscape Co.Ltd(603778) place of stock listing: Shanghai Stock Exchange
Stock abbreviation: Beijing Qianjing Landscape Co.Ltd(603778)
Stock Code: Beijing Qianjing Landscape Co.Ltd(603778)
Financial advisor
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
March, 2002
important clause
Citic Securities Company Limited(600030) accepted the entrustment of Hainan tourism investment, acted as the financial consultant of this acquisition, and issued the financial consultant report on this acquisition. In accordance with 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 contents and forms of information disclosure by companies offering securities to the public No. 16 - opinions on the verification of the acquisition of listed companies and relevant laws and regulations, Citic Securities Company Limited(600030) in accordance with the recognized business standards, ethics and diligence in the securities industry, Verify the Beijing Qianjing Landscape Co.Ltd(603778) acquisition report disclosed by the acquirer and issue verification opinions.
In order to enable relevant parties to properly understand and use this report, the financial advisor makes the following statement:
1. The financial consultant has fulfilled the obligation of due diligence in accordance with the provisions, checked the Beijing Qianjing Landscape Co.Ltd(603778) acquisition report disclosed by the acquirer, 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 contents disclosed by the acquirer.
2. The relevant information on which the financial advisor is based is provided by the purchaser. The purchaser has made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely 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 financial advisor's report and make any explanation or explanation to the financial advisor's report.
4. In particular, investors are reminded that this financial advisory report does not constitute any investment advice to the parties to the acquisition and their affiliates. The financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to this financial advisory report.
5. The financial consultant has no interest relationship with all parties involved in the acquisition, and the verification opinions issued on the acquisition report are completely independent.
6. During his tenure as financial advisor, the financial advisor implemented strict confidentiality measures and internal firewall system.
7. The sponsor of the financial consulting project and the institutions it represents have fulfilled their obligations of diligence and responsibility, checked and verified the contents of the acquirer's Beijing Qianjing Landscape Co.Ltd(603778) acquisition report, found no false records, misleading statements or major omissions, and bear corresponding responsibilities.
Financial advisor commitment
(I) the financial consultant 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 contents of the announcement documents of the acquirer;
(II) the purchaser's announcement documents have been checked and it is believed that the content and format of the announcement documents comply with the provisions; (III) have sufficient reasons to believe that the acquisition complies with laws, administrative regulations and the provisions of the CSRC, and have sufficient reasons to believe that the information disclosed by the acquirer is true, accurate and complete, and there are no false records, misleading statements and major omissions;
(IV) the professional opinions issued on this acquisition have been submitted to its core organization for review and passed; (V) during his tenure as financial consultant, he has taken strict confidentiality measures and strictly implemented the internal firewall system;
(VI) a continuous supervision agreement has been concluded with the acquirer.
catalogue
Special statement 1. The financial advisor promises that 2 catalog 3 interpretation 4 Introduction 6 Financial Advisor's opinion 7 I. verification of the contents of the acquirer's acquisition report 7 II. Verification of the purchaser's purpose of this acquisition 7 III. verification of the purchaser's subject qualification, acquisition strength, management ability and credit status 7 IV. verification of the guidance of the acquirer on the standardized operation of the securities market V. check the equity structure of the acquirer and the way in which the controlling shareholder and actual controller dominate the acquirer 21 VI. verification of the source of acquisition funds of the acquirer and its legitimacy 23 VII. Verification of the authorization and approval procedures that have been performed and need to be performed VIII. Verification of arrangements made to maintain the stable operation of listed companies during the transition period 24 IX. verification of the acquirer's follow-up plan in the next 12 months 26 X. verification of the independence, horizontal competition and related party transactions between the acquirer and the listed company 29 Xi. Verification of whether other rights are set on the acquisition object and whether other compensation arrangements are made in addition to the acquisition price 32 XII. Verification of major transactions with listed companies 33 XIII. Verification of whether the original controlling shareholders, actual controllers and their related parties of the listed company have damaged the interests of the listed company 33 14. Verification of the trading of shares of Listed Companies in the first six months 34 XV. Verification of the employment of a third party in this transaction 34 XVI. Description of the purchaser's intention to be exempted from making an offer 34 XVII. Financial advisor's concluding observations thirty-five
interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings: the company, purchaser and share transferee refer to the Party of Hainan Tourism Investment Development Co., Ltd. and Hainan tourism investment
Beijing Qianjing Landscape Co.Ltd(603778) . Listed company refers to Beijing Qianjing Landscape Co.Ltd(603778)
Transferor refers to Yang Jing and huiquanfu
Hainan tourism investment group transferred 108295827 shares of listed companies held by Yang Jing and Hui Quanfu through agreement transfer, accounting for 16.85% of the total share capital; At the same time, huiquanfu entrusted its voting rights of Beijing Qianjing Landscape Co.Ltd(603778) 71082480 shares (accounting for 11.06% of the total share capital of Beijing Qianjing Landscape Co.Ltd(603778) in this acquisition and this transaction) to Hainan tourism investment; In addition, the acquirer intends to fully subscribe for 128571429 non-public shares of the listed company in cash (the final number of shares to be issued shall be subject to the number approved by the CSRC)
Acquisition report refers to Beijing Qianjing Landscape Co.Ltd(603778) acquisition report
Hainan SASAC refers to Hainan state owned assets supervision and Administration Commission, which is the controlling shareholder and actual controller of the acquirer
This report refers to the financial advisory report of Citic Securities Company Limited(600030) on the acquisition report of Beijing Beijing Qianjing Landscape Co.Ltd(603778) Co., Ltd
Hainan tourism investment transferred 108295827 shares of the listed company held by Yang Jing and Hui Quanfu through agreement transfer, accounting for 16.85% of the total share capital of the listed company;
The total voting rights of the entrusted shares of Hainan Qianfu (representing 11.8% of the total voting rights of Hainan Qianfu)
Hainan travel investment fully subscribes in cash for 128571429 shares designated by Beijing Qianjing Landscape Co.Ltd(603778) the non-public offering of this non-public offering (the final issuance quantity shall be subject to the quantity approved by the CSRC)
The share transfer agreement signed by Hainan Tourism Investment Co., Ltd., Yang Jing and Hui Quanfu on March 11, 2022 refers to the share transfer agreement between Hainan Tourism Investment Development Co., Ltd., Hui Quanfu and Yang Jing on Beijing Qianjing Landscape Co.Ltd(603778) conditional entry into force
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Hainan tourism investment and huiquanfu on March 11, 2022
Share subscription agreement refers to the share subscription agreement with conditional effect signed by Beijing Qianjing Landscape Co.Ltd(603778) and Hainan travel investment on March 11, 2022
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Financial advisor, the financial advisor, refers to Citic Securities Company Limited(600030) securities
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
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - verification opinions on the acquisition of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
In this report, if there are differences in the mantissa between the sum of part of the total and each detailed number, these differences are caused by rounding.
introduction
Hainan Tourism Investment Development Co., Ltd. plans to buy back Beijing Qianjing Landscape Co.Ltd(603778) 108295827 shares held by Quanfu and Yang Jing through agreement transfer, accounting for 16.85% of Beijing Qianjing Landscape Co.Ltd(603778) total share capital; According to the voting power entrustment agreement, huiquanfu entrusts its voting rights of Beijing Qianjing Landscape Co.Ltd(603778) 71082480 shares (accounting for 11.06% of Beijing Qianjing Landscape Co.Ltd(603778) total share capital) to Hainan tourism investment from the delivery date (including the date) agreed in the share transfer agreement to the completion of the agreed private placement (i.e. the registration of the Private Placement Shares under the name of Hainan tourism investment) or three years after the signing of the voting power entrustment agreement, whichever is earlier. After the agreement transfer and voting right entrustment are completed, Hainan travel investment controls 179378307 shares of voting rights of the listed company, accounting for 27.90% of the total share capital of the listed company. According to the relevant provisions of the share transfer agreement, Hainan travel investment will have the right to restructure the board of directors and nominate more than half of the directors. Hainan travel investment will become the controlling shareholder of the listed company, and the actual controller of the listed company will be changed to Hainan SASAC Beijing Qianjing Landscape Co.Ltd(603778) plans to issue non-public shares to specific objects. The object of issue is Hainan travel investment, and the number of shares issued is 128571429, accounting for 20% of the total share capital of the listed company before issuance. After the completion of this non-public offering, Hainan travel investment will hold Beijing Qianjing Landscape Co.Ltd(603778) 236867256 shares, accounting for 30.71% of the total share capital of Beijing Qianjing Landscape Co.Ltd(603778) after the issuance. The controlling shareholder of Beijing Qianjing Landscape Co.Ltd(603778) is still Hainan travel investment, and the actual controller is still Hainan SASAC. This non-public offering of shares will not lead to the change of the controlling shareholder or actual controller of Beijing Qianjing Landscape Co.Ltd(603778) .
According to the provisions of the company law, the securities law, the measures for the administration of acquisition, the Standard No. 16 and other relevant laws and regulations, Hainan tourism investment is the acquirer of this acquisition and performs the obligation of disclosure of information such as the acquisition report.
In accordance with the requirements of the company law, the securities law, the measures for the administration of acquisition and other regulations, Citic Securities Company Limited(600030) accepted the entrustment of the acquirer to act as the financial adviser of its acquisition, and issued verification opinions on the relevant contents of the disclosed acquisition report.
In accordance with the business standards and ethics recognized by the industry, and in the spirit of good faith and diligence, the financial consultant has verified and verified the relevant information and materials of the acquisition, and issued verification opinions on the contents disclosed in the acquisition report for the reference of investors and relevant parties.
Financial advisor's opinion
The financial advisor gives professional opinions on the following matters of the acquisition as follows:
1、 Verification of the contents of the acquirer's acquisition Report
Based on the principles of good faith, diligence and due diligence, the financial consultant has conducted internal audit on the matters involved in the acquisition report submitted by the acquirer in accordance with the working procedures specified in the practice rules
