Northeast Securities Co.Ltd(000686)
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Jiangsu Daybright Intelligent Electric Co.Ltd(300670) reply to the inquiry letter on restructuring of Shenzhen Stock Exchange
Independent verification opinions
(third round)
Independent financial advisor
March, 2002
Shenzhen Stock Exchange:
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as the "listed company" and " Jiangsu Daybright Intelligent Electric Co.Ltd(300670) ") disclosed the report on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transactions (Draft) (Second Revision), reply to inquiry letter, announcement and other relevant documents on March 17, 2022, On March 21, 2022, the company received the inquiry letter on the reorganization of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) issued by the management department of gem company of Shenzhen Stock Exchange (GEM non licensed reorganization inquiry letter [2022] No. 5) (hereinafter referred to as the "inquiry letter"). According to the requirements of the inquiry letter, Northeast Securities Co.Ltd(000686) has checked with the listed company and relevant intermediaries on relevant issues and issued clear opinions.
Unless otherwise specified, the words or abbreviations involved in this verification opinion have the same meaning as the words or abbreviations defined in the report on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) major asset purchase and related party transactions (Draft) (Second Revision) (hereinafter referred to as the reorganization report). In this reply, if the total number is inconsistent with the mantissa of the sum of each sub item value, it is caused by rounding.
The font of this reply represents the following meanings:
Questions listed in the inquiry letter: Bold
Reply to the questions listed in the inquiry letter: Arial
1、 The reply shows that on March 15, 2022, The listed company has received the resolution of the interim shareholders' meeting of Jiangsu Gulf Electric Technology Co., Ltd., the resolution of the interim shareholders' meeting of Jiangsu Gulf Electric Technology Co., Ltd. on restructuring the board of directors and the resolution of the interim shareholders' meeting of Jiangsu Zifu Enterprise Management Co., Ltd. (hereinafter referred to as the "shareholders' meeting resolution") issued by the executive partner of Shanghai ranjin enterprise management partnership (limited partnership), Taizhou Shengxin Venture Capital Management Co., Ltd. (hereinafter referred to as "Taizhou Shengxin") raised objections to the effectiveness of relevant resolutions of the shareholders' meeting and provided cooperation with Zheng xuezhou, Ningbo Meishan bonded port Baozhou equity investment partnership (limited partnership), Ningbo Meishan bonded port jinbaosheng investment management partnership (limited partnership), Ningbo Meishan bonded port jialichuang enterprise management partnership (limited partnership) Agreement on concerted action signed by Huzhou jiashuwen enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Zheng xuezhou and its Affiliates").
(1) The company is requested to ask relevant shareholders by letter to supplement the specific information of the above-mentioned shareholders' meeting, including the method and time of meeting notice, shareholders or shareholders' representatives and methods of attending the meeting, the corresponding proportion of voting rights, deliberation proposals, voting results, etc., whether the representatives of shareholders attending the meeting have the right to vote on behalf of shareholders, and whether the resolutions of the shareholders' meeting are legally effective. If so, what is the impact on the tripartite supplementary agreement with entry into force conditions reviewed and signed by Qianhai electric, Huajing Zifu, Huajing zero one and Huajing zero two, and whether it makes the transaction arrangements related to this major asset restructuring impossible to continue to be implemented; If not, please explain the judgment basis.
(2) Please supplement and disclose the main information of the agreement for concerted action, including the signing background and purpose, signing time, main terms, effectiveness of the agreement and actual performance after signing. Whether Zheng xuezhou and his related parties still recognize the effectiveness and constraints of the agreement on concerted action. If so, please explain whether the above-mentioned resolution of the shareholders' meeting is the true expression of Zheng xuezhou and his related parties, whether it is legal and effective, and its impact on the continued promotion of this transaction; If not, please explain the judgment basis.
(3) Please combine the latest true wishes of the dissenting shareholders of Gulf electric and Huajing Zifu on this major asset restructuring and the measures that have been taken, planned to be taken and may be taken. If litigation is involved, please explain the specific situation and progress of relevant litigation, analyze and explain the uncertainty of the continued implementation of this major asset restructuring transaction, and further analyze and explain that under the background of disputes and contradictions among the shareholders of the counterparty, The reasons and risk assessment of the company's continued promotion of this transaction may lead to major losses of the listed company.
Independent financial advisers and lawyers are invited to check and express clear opinions, and explain the verification process.
reply:
(I) the company is requested to ask relevant shareholders by letter to supplement the specific information of the above-mentioned shareholders' meeting, including the notice method and time of the meeting, the shareholders or shareholders' representatives attending the meeting and the way of attending the meeting, the corresponding proportion of voting rights, deliberation proposals, voting results, etc., whether the shareholders' representatives attending the meeting have the right to vote on behalf of shareholders, and whether the resolutions of the shareholders' meeting are legal and effective. If so, what is the impact on the tripartite supplementary agreement with entry into force conditions reviewed and signed by Qianhai electric, Huajing Zifu, Huajing zero one and Huajing zero two, and whether it makes the transaction arrangements related to this major asset restructuring impossible to continue to be implemented; If not, please explain the judgment basis.
1. Confirmation and reply of listed companies
(1) Gulf technology shareholders
The listed companies have respectively sent express or email to the shareholders of Gulf technology, Taizhou Shengxin, Xiaoxian Jiuyou equity investment fund partnership (limited partnership), Suqian Hunpu No. 2 investment center (limited partnership), Ningbo Free Trade Zone Keduo investment partnership (limited partnership), Suqian Hunpu hunjin No. 5 investment center (limited partnership), Shanghai Zhangting Investment Management Center (limited partnership) Fuzhou Development Zone Runze equity investment partnership (limited partnership), Qingdao anfulan industrial investment partnership (limited partnership) and Nanjing anfulan venture capital partnership (limited partnership) (other shareholders have confirmed through interview) issued the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology. As of the date of issuance of this verification opinion, the listed company has received Taizhou Shengxin, Fuzhou Development Zone Runze equity investment partnership (limited partnership), Suqian Hunpu No. 2 investment center (limited partnership), Suqian Hunpu hunjin No. 5 investment center (limited partnership), Shanghai Zhangting Investment Management Center (limited partnership), Nanjing anfulan venture capital partnership (limited partnership) Reply from Qingdao anfulan industrial investment enterprise (limited partnership). The replies and interviews are as follows:
Serial number shareholder name shareholding ratio reply or interview
1 Ningbo Meishan bonded port area Baozhou equity investment partnership 34.35% no
Enterprise (limited partnership)
2 Taizhou Shengxin Venture Capital Management Co., Ltd. 18.37% Yes No
3. Xiaoxian Jiuyou equity investment fund partnership (10.34% no)
Partnership)
4 Zheng xuezhou 6.16% no yes
5 Suqian Hunpu No.2 Investment Center (4.92% Limited)
(partner)
6 Huzhou jiashuwen enterprise management consulting partnership (4.03% no)
Limited partnership)
7 Ningbo Meishan free trade port jinbaosheng Investment Management Co., Ltd. 3.79% no
Serial number shareholder name shareholding ratio reply or interview
Partnership (limited partnership)
8 jialichuang enterprise management in Ningbo Meishan free trade port area: 3.69% no
Partnership (limited partnership)
9. Ningbo Free Trade Zone Keduo investment partnership (3.49% no)
(partner)
10 Huzhou Hanjin enterprise management consulting partnership (2.48% no)
Partnership)
11 Suqian Hunpu hunjin No.5 Investment Center (2.43% Limited)
(partner)
12 Shanghai Zhangting Investment Management Center (limited partnership) 1.92% Yes No
13 Fuzhou Development Zone Runze equity investment partnership (1.69% yes no)
Limited partnership)
14. 1.54% of Qingdao Avram industrial investment enterprise (limited partnership) Yes No
15 Nanjing anfulan venture capital partnership (0.79% Limited)
(partner)
Total 100% --
The reply to the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf Technology issued by Taizhou Shengxin on March 24, 2022 is as follows: "1. As the main shareholder of Gulf electric, our company has not received the notice of the above two shareholders' meetings of Gulf technology, nor sent representatives to participate in the above shareholders' meetings. The time and method of the notice of the meeting, the shareholders or shareholders' representatives, the method of participation, the proportion of corresponding voting rights, the content of the deliberation proposal and the voting results are unclear.
The meeting resolution formed by the so-called "extraordinary shareholders' meeting" above is not the true intention of our company. The convening procedure is seriously illegal and the shareholders' meeting resolution is invalid. 2. At present, our company recognizes the legal effect and binding force of the agreement on concerted action. Zheng xuezhou and relevant parties did not agree with our company on the voting opinions at the above two shareholders' meetings. Therefore, any "resolution" made at the above two shareholders' meetings is illegal. After signing the agreement on concerted action, Zheng xuezhou and relevant parties have maintained consistent voting opinions with our company at other board of directors or shareholders' meetings other than the above two shareholders' meetings, and the implementation is good. 3. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to ensure that the interests of minority shareholders and state-owned assets of listed companies are not damaged. "
On March 24, 2022, Fuzhou Development Zone Runze equity investment partnership (limited partnership) issued the reply to the inquiry about the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology, which reads: "1. As a shareholder of Gulf electric, our company participated in the above two shareholders' meetings of Gulf technology in the form of online meeting after receiving temporary telephone notice, and issued after stamping the above resolutions of the shareholders' meeting as required. Our company is not aware that Zheng xuezhou and Shengxin have a person acting in concert agreement. We are not clear about the way other shareholders or shareholders' representatives attend the meeting, the corresponding proportion of voting rights and voting results. If the convening procedure of this meeting is not in accordance with the articles of association, the resolution of the shareholders' meeting shall be invalid. 2. We agree to this asset restructuring project. "
On March 25, 2022, Suqian Hunpu No. 2 investment center (limited partnership) issued the reply to the inquiry about the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology, which reads: "1. As the main shareholder of Gulf electric, our company has not received the notice of the above two shareholders' meetings of Gulf technology, nor sent representatives to attend the above shareholders' meetings, and the time and method of the notice of the meeting, the shareholders or shareholders' representatives, the mode of participation, the corresponding proportion of voting rights, the content of the deliberation proposal and the voting results are unclear. 2. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to realize "Win win for listed companies, Gulf technology and shareholders."
Suqian Hunpu hunjin No. 5 investment center (limited partnership) issued the reply to the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf technology on March 25, 2022, which reads: "1. As the main shareholder of Gulf electric, our company has not received the notice of the above two shareholders' meetings of Gulf technology, nor sent representatives to attend the above shareholders' meetings, and the time and method of the notice of the meeting, the shareholders or shareholders' representatives, the mode of participation, the corresponding proportion of voting rights, the content of the deliberation proposal and the voting results are unclear. 2. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to realize "Win win for listed companies, Gulf technology and shareholders."
Shanghai Zhangting Investment Management Center (limited partnership) issued the reply to the inquiry on the two "interim shareholders' meeting resolutions" of Gulf technology on March 25, 2022, which reads: "1. As a shareholder of Gulf electric, our company is held by Zheng xuezhou through the Internet. I don't know whether other shareholders have received the notice of the meeting and whether the notice method is in line with the articles of association. I also don't know whether Zheng xuezhou and Taizhou Shengxin have the agreement on concerted action 。 If the notice procedure of this meeting does not comply with the articles of association and violates the concerted action agreement between Zheng xuezhou and Taizhou Shengxin, our company recognizes that the resolution of this shareholders' meeting is invalid. 2. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to achieve a win-win situation for listed companies, Gulf technology and shareholders. "
The reply to the inquiry on the two "resolutions of the extraordinary shareholders' meeting" of Gulf Technology issued by Nanjing anfulan venture capital partnership (limited partnership) on March 25, 2022 is as follows: "1. As a shareholder of Gulf electric, our company is held by Zheng xuezhou through the Internet. I don't know whether other shareholders have received the notice of the meeting and whether the notice method is in line with the articles of association. I also don't know whether Zheng xuezhou and Taizhou Shengxin have the agreement on concerted action 。 If the notice procedure of this meeting does not comply with the articles of association and violates the concerted action agreement between Zheng xuezhou and Taizhou Shengxin, our company recognizes that the resolution of this shareholders' meeting is invalid. 2. Our company fully supports Jiangsu Daybright Intelligent Electric Co.Ltd(300670) this major asset restructuring project to achieve a win-win situation for listed companies, Gulf technology and shareholders. "
Qingdao anfulan industrial investment enterprise (limited partnership) issued on March 25, 2022
