Huatai United Securities Co., Ltd
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Fuda Alloy Material Co.Ltd(603045)
Independent financial consultant’s report on major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions
Independent financial advisor
Date of signing: March, 2002
Statement and commitment of independent financial advisor
Entrusted by Fuda Alloy Material Co.Ltd(603045) to act as the independent financial adviser on the issue of shares to purchase assets and related party transactions, Huatai United Securities provided independent opinions on the matter to Fuda Alloy Material Co.Ltd(603045) all shareholders and prepared this independent financial adviser report.
The independent financial consultant strictly complies with the relevant requirements of the company law, the securities law, the reorganization management measures, the format standard No. 26, the financial consultant measures, the stock listing rules, the information disclosure business memorandum issued by the Shanghai Stock Exchange and other legal norms, as well as the agreement on issuing shares to purchase assets signed by Fuda Alloy Material Co.Ltd(603045) and its supplementary agreement Fuda Alloy Material Co.Ltd(603045) signed the profit forecast compensation agreement and its supplementary agreement with the compensation obligor, Fuda Alloy Material Co.Ltd(603045) and relevant materials provided by the counterparty, Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related transaction report (Draft) prepared by Fuda Alloy Material Co.Ltd(603045) board of directors in accordance with the recognized business standards and ethics of the securities industry, after careful investigation, in good faith With a diligent and conscientious attitude, earnestly fulfill the obligation of due diligence on this transaction, carefully verify the relevant declaration and disclosure documents of the listed company, issue an independent financial advisory report to Fuda Alloy Material Co.Ltd(603045) all shareholders, and make the following statements and commitments:
1、 Statement of independent financial adviser
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues an independent financial advisor report on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser’s report is based are provided by relevant parties to the independent financial adviser. The relevant parties shall be responsible for the authenticity, accuracy and completeness of the materials provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for the authenticity, accuracy and completeness 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. 3. As of the signing date of the independent financial advisor’s report, the independent financial advisor has carefully verified the transaction. The independent financial advisor’s report only provides independent verification opinions to Fuda Alloy Material Co.Ltd(603045) all shareholders on the verified matters.
4. The independent financial advisory report has been submitted to the core institution of Huatai United Securities for review, and the core institution agrees to issue the independent financial advisory report after review.
5. The independent financial advisor agrees to submit the independent financial advisor’s report as the legal document of this transaction to the relevant regulatory authorities, and submit it to the China Securities Regulatory Commission and the Shanghai stock exchange for online announcement along with the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft).
6. For the facts that are crucial to the report of the independent financial adviser and cannot be supported by independent evidence or need professional knowledge such as law, audit and evaluation to identify, the independent financial adviser mainly makes judgments based on the opinions, instructions and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units and individuals.
7. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
8. The independent financial advisor’s report does not constitute any investment advice for Fuda Alloy Material Co.Ltd(603045) and the independent financial advisor will not bear any responsibility for the risks that may arise from any investment decision made by the investor according to the independent financial advisor’s report. The independent financial adviser specially invites investors to carefully read the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft) issued by Fuda Alloy Material Co.Ltd(603045) board of directors and other announcement documents related to this transaction. 2、 Commitment of independent financial advisor
On the basis of full due diligence and approval, the independent financial adviser issued the independent financial adviser report of Huatai United Securities Co., Ltd. on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions, and made the following commitments:
1. The independent financial adviser 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 documents disclosed by the listed company and the counterparty.
2. The independent financial advisor has fully verified 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. The independent financial adviser has sufficient reasons to believe that the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raising supporting funds and related party transactions (Draft) entrusted by the listed company to the independent financial adviser complies with laws, regulations and relevant provisions of the CSRC and the exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. This independent financial advisory report has been submitted to the core institution of Huatai United Securities for review, and the core institution agrees to issue this professional opinion.
5. The independent financial adviser 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.
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this independent financial adviser’s report. Remind investors to carefully read the full text of the independent financial adviser’s report and pay special attention to the following matters: I. overview of the transaction scheme
The transaction plan includes: (1) major asset replacement; (2) Issue shares to purchase assets; (3) Transfer of shares; (4) Raise supporting funds. The aforesaid major asset replacement, issuance of shares, purchase of assets and transfer of shares are effective at the same time and on the premise of each other, which together constitute an integral part of this major asset restructuring. If any one of them fails to obtain the required approval (including but not limited to the approval of the internal competent approval authorities of relevant parties and the approval of relevant government departments), this major asset restructuring will not take effect from the beginning; The raising of supporting funds is based on the premise of major asset replacement, issuance of shares to buy assets and share transfer. Its success does not affect the implementation of major asset replacement, issuance of shares to buy assets and share transfer.
(I) major asset replacement
The listed company will take all assets and liabilities as disposed assets as of the benchmark date and replace the equivalent part of all shares of Sanmenxia aluminum held by Jinjiang Group as of the benchmark date. The final undertaking subject of the disposed assets is Wang Dawu or the third party designated by Wang Dawu to undertake the final capital contribution carrier.
According to the appraisal report No. [2021] 020695 issued by Zhongshui Zhiyuan appraisal, taking September 30, 2021 as the appraisal base date, the appraisal result of asset-based method is selected as the final appraisal conclusion. The appraisal value of the proposed assets in this transaction is 1026270800 yuan, and the transaction price of the assets is 1030 million yuan through negotiation.
According to the appraisal report of zhongqihua pingbao Zi (2022) No. 6103 issued by zhongqihua appraisal, taking September 30, 2021 as the appraisal base date and the appraisal result of income method as the final appraisal conclusion, the appraisal value of 100% equity of Sanmenxia aluminum in this transaction is 15568 million yuan. Through friendly negotiation between the two parties, the transaction price of 100% equity of Sanmenxia aluminum is 15560 million yuan. (II) issuing shares to purchase assets
In this transaction, the value of the assets purchased is 1030 million yuan, the value of the equity of Sanmenxia aluminum held by Jinjiang Group is 48771108 million yuan, and the above difference is 38471108 million yuan. Except Jinjiang Group, the value of the equity of Sanmenxia aluminum held by other shareholders of Sanmenxia aluminum is 106828892 million yuan. For the difference of assets held by Jinjiang Group and the equity of Sanmenxia aluminum held by other shareholders of Sanmenxia aluminum, Purchased by a listed company by issuing shares.
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 32nd meeting of the sixth board of directors of the listed company. The issuing price of shares for the purchase of assets by issuing shares this time is 11.99 yuan / share, which is not less than 90% of the average stock price of 120 trading days before the pricing benchmark date, which is in line with the relevant provisions of the reorganization management measures. During the period from the pricing base date of this offering to the issue date, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue price will be adjusted accordingly in accordance with the relevant rules of the exchange. (III) share transfer
Wang Dawu and Wang Zhongnan plan to transfer their 7249741 shares and 406560 shares of the listed company with no sale conditions respectively, with a total of 7656301 shares to Hangzhou Kechuang (the designated subject of Jinjiang Group); The parties confirm that the transfer price per share is 24.82 yuan / share, and the total transfer consideration is 1900294 million yuan. Hangzhou Kechuang pays the consideration of the transferred target shares in cash.
After the completion of this transaction, the listed company will hold 100% equity of Sanmenxia aluminum, the controlling shareholder of the listed company will be changed to Jinjiang Group, and the actual controller will be changed to Xie Zhenggang. (IV) raising supporting funds
In this transaction, the listed company plans to raise supporting funds by non-public offering of shares through inquiry, with a total supporting financing amount of no more than 300 million yuan for Jinxin chemical’s annual output of 1.2 million tons of alumina project and repayment of bank loans. If the amount of the matching funds raised this time does not exceed 100% of the transaction price of the assets purchased by issuing shares in this transaction (excluding the transaction price corresponding to the part of the underlying assets purchased by the counterparty with cash capital increase within six months before and during the suspension of this transaction), the number of shares issued by matching financing will not exceed 30% of the total share capital of the listed company after purchasing assets by issuing shares this time.
If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority.
The raised matching funds are subject to major asset replacement, issuance of shares to purchase assets and share transfer. Their success does not affect the implementation of major asset replacement, issuance of shares to purchase assets and share transfer. (V) price of shares issued this time
1. Purchase price and number of issued shares
The pricing benchmark date for the purchase of assets by issuing shares this time is the date of announcement of the resolution of the 32nd meeting of the sixth board of directors of the listed company, i.e. October 16, 2021. The average trading price of the company’s shares in the 20 trading days, 60 trading days and 120 Trading days before the pricing benchmark date is as follows:
Unit: yuan / share
S / N transaction average price type transaction average price transaction average price 90%
1. The average price of 20 trading days before the pricing benchmark date is 14.72 13.26
2. The average price of 60 trading days before the pricing benchmark date is 13.98 12.59
3. The average price of 120 trading days before the pricing benchmark date is 13.32 11.99
Through friendly negotiation between all parties to the transaction, the issue price of the shares for the purchase of assets is determined to be 11.99 yuan / share, which shall not be lower than 90% of the average transaction price of the shares 120 trading days before the pricing benchmark date. The final issue price must be approved by the CSRC. From the pricing base date to the issuance date, if the company has ex dividend and ex right behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, the issuance price of the issued shares to purchase assets will be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock exchange.
2. Price and quantity of shares issued by supporting financing
(1) Price of shares issued by supporting financing
The matching funds raised by this non-public offering of shares are issued through inquiry, and the pricing benchmark date is the first day of the issuance period. According to the relevant provisions of the measures for the administration of issuance, the issuance price of the supporting funds raised by the issuance of shares is no less than 80% of the average stock price of the 20 trading days before the pricing benchmark date. After the issuance is approved by the CSRC, the board of directors of the listed company will negotiate with the independent financial adviser (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders, the provisions of relevant laws, administrative regulations and normative documents, and the inquiry.
From the pricing base date to the issuance date, if the company has ex rights and ex interests matters such as dividends, share distribution, allotment of shares, conversion of capital reserve into share capital, the issuance price of supporting funds raised by issuing shares will be adjusted accordingly, and the number of shares issued will be adjusted accordingly. If the aforesaid pricing method and issuance quantity are inconsistent with the latest regulatory requirements of the securities regulatory authority, the relevant parties will make corresponding adjustments according to the latest regulatory opinions of the regulatory authority. (2) Number of shares issued by supporting financing
The total amount of supporting funds raised this time shall not exceed 300 million yuan, and the amount of supporting funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction. The number of shares issued by this supporting financing will not exceed 30% of the total share capital of the listed company after the issuance of shares to purchase assets. After purchasing assets by issuing shares this time, the total share capital of the listed company is 1349463194 shares, so the number of shares issued for supporting financing this time does not exceed 404838958 shares.
If the matching funds raised this time will lead to
