Huatai United Securities Co., Ltd
With regard to the verification opinion that this transaction complies with the relevant provisions of the opinions on strengthening the risk prevention and control of securities companies engaging a third party in investment banking business, Huatai United Securities Co., Ltd. (hereinafter referred to as “the independent financial consultant” and “Huatai United Securities”) is entrusted by Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as “listed company”), Served as the independent financial adviser of the listed company for the sale of major assets and the issuance of shares, the purchase of 100% equity of Cayman aluminum (Sanmenxia) Co., Ltd. and the raising of supporting funds and related party transactions (hereinafter referred to as “this transaction”). In accordance with the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring third parties in investment banking business (No. [2018] 22) issued by the CSRC, the company checked the behavior of independent financial advisers hiring third-party institutions or individuals (hereinafter referred to as “third parties”) in this transaction and issued the following opinions:
1、 Verification of independent financial consultant’s paid employment of a third party
(I) paid employment of a third party by Huatai United Securities
In order to control the financial risks of the project and improve the quality of the application documents, Rongcheng Certified Public Accountants (special general partnership) (hereinafter referred to as “Rongcheng certified public accountants”) is employed to review the financial information involved in the application documents and working papers.
Rongcheng certified public accountants was founded on December 10, 2013, with a registered capital of 71.9 million yuan, holds a business license with a unified social credit code of 911101020854927874, and the executive partner is Xiao houfa. The content of this recruitment service includes providing review services for the financial information involved in the project application documents and working papers.
(II) internal audit procedures and legal compliance of paid third party employed by Huatai United Securities
In order to regulate the behavior of employing a third party to provide intermediary services, Huatai United Securities, in accordance with the provisions of relevant laws, regulations and normative documents such as the provisions on the incorruptible practice of securities and futures operating institutions and their staff, the opinions on strengthening the risk prevention and control of securities companies employing a third party in investment banking business and other incorruptible practices issued by the CSRC, The measures for the administration of Huatai United Securities Co., Ltd. engaging third-party institutions and individuals to provide intermediary services have been formulated to clarify the qualification conditions and selection procedures of the third party. In this time, Huatai United Securities employed Rongcheng accountant in strict accordance with the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring third parties in investment banking business and the administrative measures for Huatai United Securities Co., Ltd. hiring third-party institutions and individuals to provide intermediary services, and performed the processes of background investigation, contract review, expense approval and so on. At the same time, the compliance director was responsible for the selection process The employment agreement has conducted compliance review and issued compliance review opinions. The relevant service fee standards are agreed in the contract, and Huatai United Securities will pay with its own funds.
To sum up, Huatai United Securities’s hiring of Rongcheng accountant in this transaction meets the requirements of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business and the provisions of the company’s internal system, and has legal compliance.
Except for the above circumstances, the independent financial advisor of this transaction does not engage other third parties directly or indirectly.
2、 Employment of third parties by listed companies
According to the description of the listed company, the intermediaries employed by the listed company in this transaction are as follows:
1. Hire Huatai United Securities Co., Ltd. as the independent financial adviser of this transaction;
2. Beijing Zhonglun law firm is employed as the legal adviser of this transaction;
3. Hire Tianjian Certified Public Accountants (special general partnership) as the audit institution for the assets to be placed in this transaction and the financial information of the listed company for reference;
4. Hire zhongtianyun Certified Public Accountants (special general partnership) as the asset audit institution to be established for this transaction;
5. Beijing zhongqihua Asset Appraisal Co., Ltd. is employed as the asset appraisal institution to be placed in this transaction;
6. Zhongshui Zhiyuan Appraisal Co., Ltd. is employed as the asset appraisal institution to be established in this transaction.
The engagement of securities intermediaries in accordance with the law is legal. In addition to the above hiring behavior, the listed company does not directly or indirectly hire other third parties for compensation in this transaction.
3、 Concluding observations of the independent financial adviser
In conclusion, after verification, the independent financial consultant believes that:
1. In this transaction, the independent financial consultant hired Rongcheng accountant to review the financial information involved in the application documents and working papers. This behavior is legal and compliant, and complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest employment such as hiring a third party by securities companies in investment banking business of CSRC; In addition to the above employment, there is no direct or indirect paid employment of other third parties;
2. In addition to employing independent financial advisers, legal advisers, audit institutions and asset evaluation institutions according to law, the listed company did not directly or indirectly hire other third parties with compensation in this transaction, which is in line with the relevant provisions of the opinions on strengthening the prevention and control of honest professional risks such as the employment of third parties by securities companies in investment banking business issued by the CSRC.
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(there is no text on this page, which is the signature and seal page of Huatai United Securities Co., Ltd. on the verification opinions on the compliance of this transaction with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business) financial consultant sponsor:
Zhang Tao, Qiu Jie, Mengshan
Huatai United Securities Co., Ltd
