Guosen Securities Co.Ltd(002736)
On the sale of major assets and the issuance of shares to purchase assets and the raising of supporting funds and related party transactions by Zangger Mining Co., Ltd
2021 continuous supervision opinion and summary report of continuous supervision independent financial adviser
Date of signature: March, 2002
interpretation
In this continuous supervision summary report, unless the context otherwise requires, the following words or phrases have the following meanings:
Interpretation of common terms
The major assets of the company, listed company and Zangger Mining Co., Ltd. (formerly known as Jinguyuan Holding Co., Ltd.) refer to the sale of major assets, the issuance of shares, the purchase of assets, the raising group and the transaction of supporting funds for this transaction
Counterparties refer to the counterparties of this transaction of Zangger mining, including the counterparties selling assets and purchasing assets
Zangger potash refers to Golmud Zangger potash fertilizer Co., Ltd., a wholly-owned subsidiary of Zangger mining
Zangger investment refers to Tibet Zangger Venture Capital Group Co., Ltd. (formerly known as Tibet Zangger Venture Capital Co., Ltd.), the controlling shareholder of Zangger mining
Yonghong industry refers to Sichuan Yonghong Industry Co., Ltd
Lianda times refers to Beijing Lianda times Investment Co., Ltd
Huajingjunhua refers to Xinjiang huajingjunhua Equity Investment Co., Ltd
Jinshi investment refers to Jinshi Investment Co., Ltd
Sipulin venture capital refers to Guangzhou sipulin information industry venture capital enterprise (limited partnership)
Lianda Sifang refers to Beijing Lianda Sifang Investment Consulting Center (limited partnership)
Luyuan century refers to Beijing Luyuan Century Investment Management Co., Ltd., the former controlling shareholder of Zangger mining
Zhonghao natural gas refers to other enterprises controlled by Xiao Yongming, the actual controller of Qinghai Zhonghao Natural Gas Chemical Co., Ltd
Julong copper refers to Tibet Julong Copper Co., Ltd
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
CSRC refers to the China Securities Regulatory Commission
Independent financial consultant, Guozhi Guosen Securities Co.Ltd(002736) securities
Lixin appraisal refers to Shanghai Lixin Asset Appraisal Co., Ltd
Ruihua certified public accountants means Ruihua Certified Public Accountants (special general partnership)
Guosen Securities Co.Ltd(002736) as an independent financial consultant of Zangger Mining Co., Ltd. in 2016 for the sale of major assets and the issuance of shares to purchase assets and the raising of matching funds and related party transactions, issued the 2021 continuous supervision opinion and summary report of continuous supervision in accordance with the relevant provisions and requirements of the measures for the Administration of major asset restructuring of listed companies and the measures for the administration of financial consulting business of mergers and acquisitions of listed companies. 1、 Performance of commitments of all parties to the transaction
Commitment subject and commitment content
(I) the net profits of Qianhong industry and Xiao yongtest, which were realized in 2016, 2017 and 2018 after deducting non recurring profits and losses, were 1144938900 yuan, 1502542300 yuan and 1627497600 yuan respectively. If Ming and Lin Jifang fail to meet the profit commitment, they shall be compensated according to the relevant provisions of the profit compensation agreement.
After the expiration of the profit forecast period, zangge mining shall apply for an audit institution with securities and futures qualification to conduct impairment test on the assets to be injected. If tested, the amount of investment and permanent value of the assets to be injected at the end of the period is greater than the total number of compensated shares during the profit forecast period × If the issuing price + the cash amount of Zangger investment has compensated Hong industry and Xiao Yong, Zangger investment, Yonghong industry, Xiao Yongming, Lin Jifang, Zhonghao natural gas Ming and Lin Jifang will be compensated by shares. The number of shares to be compensated is: Zhonghao natural gas to be injected at the end of the period, the amount of impairment ÷ the issuance price of this major asset restructuring - the total number of compensated shares of Zanger potash fertilizer during the profit forecast period - the amount of compensated cash of Zanger investment ÷ the issuance price of this major asset restructuring. If the number of shares to be compensated by Party B exceeds that of Zanger investment, Yonghong industry, Xiao Yongming, Lin Jifang If the total number of shares of Zangger mining held by Zhonghao natural gas is, the difference shall be compensated by Zangger investment in cash.
(II) commitment to the authenticity, accuracy and completeness of the information provided
We will provide the listed company with the information related to this reorganization in time and ensure that the information provided is true, accurate and complete. If the information provided has false records, misleading statements or major omissions, which cause losses to the listed company or investors, we will bear the liability for compensation according to law.
If the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions and is filed for investigation by the judicial organ or the CSRC, the shares with interests in the listed company shall not be transferred until the investigation conclusion is formed, And submit the written application for suspension of transfer and stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection of the counterparty, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares.
If the investigation conclusion finds that there are violations of laws and regulations, promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
The listed company and the superior shall guarantee the authenticity, accuracy and completeness of the reorganization report and its abstract, and bear individual and joint legal, supervisor and high-level legal liabilities for the false records, misleading statements or major omissions of the former directors of the listed company and its abstract in the reorganization report. If the information provided or disclosed by the exchange is suspected of false records, misleading statements, heavy shareholders or actual major omissions, and is filed for investigation by the judicial organ or by the CSRC, it shall be in the form of
Commitment subject and commitment content
Before the conclusion of investigation is reached, the controller, directors and senior managers shall not transfer the shares with interests in the listed company, and submit the written application for suspension of transfer and the personnel handling the stock account to the board of directors of the listed company within two trading days after receiving the notice of case filing and inspection from the supervisor and senior management, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation conclusion finds that there are violations of laws and regulations, promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
(III) commitment on the ownership status of trading assets. The original office of Zangger potash has fulfilled all its capital contribution obligations. The ownership of the equity of Zangger potash is clear and the interests of the shareholders are complete. There is no agency and pledge, no major disputes such as litigation, arbitration and judicial enforcement, and no other restrictions or prohibitions on transfer.
(IV) commitment on share locking
The shares of the listed company obtained from the purchase of assets through this issuance of shares shall not be transferred within 36 months from the date of listing of such shares. At the expiration of the lock-in period, if the company fails to meet the promised net profit under the Zangger investment and Yongzhi profit compensation agreement, resulting in the performance of the compensation obligations of Guhong industry and Xiao Yong to the listed company, and the compensation obligations of these shares have not been fulfilled, the lock-in period shall be extended to the date when the compensation obligations of Ming and Lin Jifang are fulfilled.
If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within 6 months after the completion of the transaction, or the closing price is lower than the issue price at the end of 6 months after the completion of the transaction, the lock-in period of the shares of the listed company held by our party will be automatically extended for at least 6 months.
The shares of the listed company obtained from the purchase of assets due to the issuance of shares will not be transferred within 36 months from the date of listing of such shares. If the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days within 6 months after the completion of the transaction, or the closing price at the end of 6 months after the completion of the transaction is lower than the issue price, the lock-in period of the shares of the listed company held by our party will be automatically extended for at least 6 months.
The shares of the listed company obtained from the purchase of assets due to the issuance of shares will not be transferred within 12 months from the date of listing of such shares by Li Ming and Jinshi investment. Within 6 months after the completion of this transaction, if the closing price of the shares of the listed company is low for 20 consecutive trading days, Hua jingjunhua is at the issue price, or the closing price at the end of 6 months after the completion of the transaction is lower than the issue price, the lock-in period of the shares of the listed company held by our party will be automatically extended for at least 6 months.
Founder East Asia Trust Co., Ltd., Ningbo Xingtong Investment Management Co., Ltd. and founder Fubang fund management will not transfer or entrust others to manage the new shares owned by the company within 12 months after the new shares of zangge mining subscribed by the company are approved to be listed and traded. Fu Securities Co., Ltd., Xizheng Innovation Investment Co., Ltd., Lianda Times Co., Ltd., Wu Dehua
Commitment subject and commitment content
CAITONG Fund Management Co., Ltd., Beijing Jingtai Sunshine Investment Co., Ltd., Donghai Fund Management Co., Ltd. (V) cangge investment and Xiao Yongming's series of commitments after the completion of this transaction 1. Commitments on regulating the governance of listed companies
After the completion of this major asset transaction, the promisor will continue to improve the corporate governance of the listed company, structure, investment and structure, ensure the effective implementation of various internal control systems of the listed company, maintain the independence of Yongming's business, assets, finance, personnel and institutions, and continue to maintain the standardized operation of the listed company.
2. Commitment to ensure the independence of listed companies
(1) Ensure the independence of personnel of listed companies
1) Ensure that the senior managers of the listed company hold full-time positions in the listed company and receive remuneration, and do not hold positions other than directors and supervisors in the promisor (except the main body of natural person, the same below) and other enterprises controlled by it.
2) Ensure the complete independence between the labor, personnel and salary management of the listed company and the promisor. 3) Ensure that the candidates recommended as directors, supervisors and senior managers of the listed company are carried out through legal procedures, and the promisor will not interfere with the exercise of functions and powers of the board of directors and the general meeting of shareholders of the listed company to make decisions on personnel appointment and removal.
(2) Ensure that the assets of listed companies are independent and complete
1) Ensure that the listed company and its controlled subsidiaries have business systems related to operation and relevant independent and complete assets.
2) In addition to normal business transactions, it is guaranteed not to occupy the funds, assets and other resources of the listed company in violation of regulations.
(3) Ensure the financial independence of listed companies
1) Ensure that listed companies establish independent financial departments and independent financial accounting systems, and have Tibetan investment, standardized and independent financial accounting systems.
Yongming 2) ensure that the listed company opens an account in the bank independently and does not share the bank account with the promisor.
