Listing place: Shanghai Stock Exchange Stock Code: Zhejiang Sunriver Culture Co.Ltd(600576) securities abbreviation: Zhejiang Sunriver Culture Co.Ltd(600576) Zhejiang Sunriver Culture Co.Ltd(600576)
Raise shares and purchase supporting assets
And related party transactions report (Draft) (Revised)
Project counterparty / issuer
Xiangyuan Tourism Development Co., Ltd., the counterparty that issues shares to purchase assets
No more than 35 specific investors raised matching funds
Independent financial consultant
April, 2002
Statement
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this report. 1、 Statement of listed company
The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the report and its summary, and are jointly and severally liable for the false records, misleading statements or major omissions in the report and its summary.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shanghai Stock Exchange on matters related to this major asset restructuring. The entry into force and completion of the matters related to this major asset restructuring described in this report and its summary have yet to be approved by the CSRC.
According to the provisions of the securities law and other relevant laws and regulations, after the completion of this transaction, the company shall be responsible for the changes in the company’s operation and income, and the investors shall be responsible for the investment risks caused by the changes.
When evaluating the company’s transaction, in addition to the contents of this report and its summary and relevant documents disclosed at the same time with this report and its summary, investors should also seriously consider various risk factors disclosed in this report and its summary. If investors have any questions about this report and its summary, they should consult their own stockbroker, lawyer, professional accountant or other professional consultants. 2、 Statement of directors, supervisors and senior managers of listed companies
All directors, supervisors and senior managers of the listed company guarantee that the contents of this report, its abstract and other information disclosure documents and application documents are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their false records, misleading statements or major omissions. 3、 Counterparty statement
The counterparty of this transaction has issued a letter of commitment:
“The materials provided by the company to the relevant intermediaries involved in this transaction are true, accurate and complete original written materials or duplicate materials and information, and the duplicate materials or copies are consistent with their original materials or originals; the signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions.
The company guarantees to provide Zhejiang Sunriver Culture Co.Ltd(600576) with the relevant information of this transaction in a timely manner, and guarantees that the information provided and the explanation and confirmation issued are true, accurate and complete without any false records, misleading statements or major omissions.
If this transaction is filed for investigation by judicial authorities or China Securities Regulatory Commission due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company will suspend the transfer of the company’s rights and interests in Zhejiang Sunriver Culture Co.Ltd(600576) directly or indirectly until the conclusion of the investigation is clear.
The company shall bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the information provided. If Zhejiang Sunriver Culture Co.Ltd(600576) and investors suffer losses due to false records, misleading statements or major omissions in the information provided, they will be liable for compensation according to law. ” 4、 Statement of relevant securities service institutions and personnel (I) statement of independent financial adviser
Independent financial advisor Citic Securities Company Limited(600030) statement: “The company agrees that Zhejiang Sunriver Culture Co.Ltd(600576) in this report and its abstract and other relevant disclosure documents, the company quotes the relevant materials and contents provided by the company. The company has reviewed the relevant contents quoted in this report and its abstract and other relevant disclosure documents, confirmed that this report and its abstract and other relevant disclosure documents will not have false records, misleading statements or major omissions due to the above contents, and shall be responsible for their authenticity Bear corresponding legal responsibilities for authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the application documents for this major asset restructuring, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation. ” (II) statement of legal counsel
Lawyer Guohao, the legal adviser, declares that: “We and our handling lawyers agree that Zhejiang Sunriver Culture Co.Ltd(600576) in this report and its abstract, we quote the contents of the legal opinion issued by us. We have reviewed this report and its abstract, as well as the relevant contents quoted in other information disclosure and application documents, and confirm that this report and its abstract, as well as other information disclosure and application documents, will not have false records, misleading statements or major omissions due to the above contents, and will be responsible for their authenticity Bear corresponding legal responsibilities for authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the relevant application documents issued by the exchange, and the exchange fails to exercise due diligence, it will bear joint and several liability for compensation. ” (III) statement of the audit institution of the assets to be purchased
The auditor Rongcheng certified public accountants, who plans to purchase assets, declares that: “The firm and the signing certified public accountant agree that Zhejiang Sunriver Culture Co.Ltd(600576) in this report and its abstract and other information disclosure and application documents, the audit report, review report and other professional reports issued by the firm are quoted. The firm has reviewed this report and its abstract and other information disclosure and application documents, and confirmed that the report and its abstract and other information disclosure and application documents are not caused by the above In case of false records, misleading statements or major omissions, and bear corresponding legal liabilities for its authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the contents of the audit report and other relevant reports issued by the bourse, and the bourse fails to be diligent and responsible, it will bear joint and several liability for compensation. ” (IV) statement of audit institution of listed company
At the meeting of the audit institution of the listed company, the accountant stated: “We and the signing certified public accountants agree that Zhejiang Sunriver Culture Co.Ltd(600576) in this report and its abstract and other information disclosure and application documents, we quote the relevant contents of the audit report and other professional reports issued by us. We have reviewed this report and its abstract and other information disclosure and application documents, and confirm that this report and its abstract and other information disclosure and application documents will not appear due to the above contents False records, misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and completeness. If there are false records, misleading statements or major omissions in the reorganization application documents, and the exchange fails to be diligent and responsible, it will bear joint and several liability for compensation.
”(V) statement of appraisal institution
The appraisal institution Zhonglian appraisal statement: “the institution and the signing asset appraiser have read the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract, and confirmed that the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) and its abstract quote the information issued by the company Assets appraisal report on the value of all shareholders’ equity of Beijing Bailong Green Technology Enterprise Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3565), assets appraisal report on the value of all shareholders’ equity of Phoenix Xiangsheng Tourism Development Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3566) involved in the purchase of assets by Zhejiang Sunriver Culture Co.Ltd(600576) proposed issuance of shares Asset appraisal report on the value of all shareholders’ equity of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. involved in the purchase of assets by Zhejiang Sunriver Culture Co.Ltd(600576) proposed shares (zlpbz [2021] No. 3567), asset appraisal report on the value of all shareholders’ equity of Qiyunshan Tourism Co., Ltd. involved in the purchase of assets by Zhejiang Sunriver Culture Co.Ltd(600576) proposed shares (zlpbz [2021] No. 3568) There is no contradiction in the professional conclusion of the asset appraisal report on the value of all shareholders’ rights and interests of Hangzhou Xiaodao Network Technology Co., Ltd. involved in the purchase of assets by issuing shares Zhejiang Sunriver Culture Co.Ltd(600576) to be issued (Zhonglian pingbao Zi [2021] No. 3569). The agency and the signing asset appraisers fully and accurately quoted the asset appraisal report on the project involving the value of all shareholders’ equity of Beijing Bailong Green Technology Enterprise Co., Ltd. involved in the purchase of assets by Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares (Zhonglian pingbao Zi [2021] No. 3565) issued by the company in the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and its abstract Assets appraisal report on the value of all shareholders’ equity of Fenghuang Xiangsheng Tourism Development Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3566), assets appraisal report on the value of all shareholders’ equity of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. (Zhonglian pingbao Zi [2021] No. 3567) involved in the purchase of assets by Zhejiang Sunriver Culture Co.Ltd(600576) proposed issuance of shares There is no objection to the professional conclusions of the asset appraisal report on the value of all shareholders’ equity of Qiyunshan Tourism Co., Ltd. involved in the purchase of assets by issuing shares to Zhejiang Sunriver Culture Co.Ltd(600576) plan (Zhonglian pingbao Zi [2021] No. 3568) and the asset appraisal report on the value of all shareholders’ equity of Hangzhou Xiaodao Network Technology Co., Ltd. involved in the purchase of assets by issuing shares to Zhejiang Sunriver Culture Co.Ltd(600576) plan (Zhonglian pingbao Zi [2021] No. 3569). Confirm that the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) and its abstract will not cause false records, misleading statements or major omissions due to quoting the professional conclusions of asset appraisal issued by this institution, and bear corresponding legal liabilities for its authenticity, accuracy and completeness. “
Tips on major issues
The company reminds investors to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme
This transaction consists of issuing shares to purchase assets and raising supporting funds. The listed company plans to purchase 100% equity of Bailong green, 100% equity of Phoenix Xiangsheng, 100% equity of Huanglongdong tourism, 80% equity of Qiyunshan and 100% equity of Xiaodao technology held by Xiangyuan lvkai by issuing shares; It is also proposed to raise matching funds of no more than 40 million yuan by non-public offering of shares to no more than 35 specific investors through inquiry. In this transaction, the issuance of shares to buy assets is not based on the implementation of raising supporting funds, but the raising of supporting funds is based on the implementation of issuing shares to buy assets. The success of raising supporting funds does not affect the implementation of this issuance of shares to buy assets.
In this transaction, the transaction price of the underlying assets shall be subject to the evaluation results of the evaluation report issued by the evaluation institution in accordance with the relevant provisions of the securities law. According to the appraisal report on the subject assets issued by Zoomlion appraisal, taking July 31, 2021 as the appraisal base date, the appraisal value of 100% equity of the subject company of this transaction is 1743404900 yuan. According to the acquisition proportion of relevant subject assets, the total appraisal value of the subject assets of this transaction is 1731022200 yuan. Through negotiation, both parties confirmed that the transaction price of the issued shares to purchase assets was 17310222 million yuan.
The benchmark date for pricing the issuance of shares to purchase assets is the announcement date of the resolution of the 19th meeting of the seventh board of directors of the listed company. The price of the issued shares shall not be lower than 90% of the average stock trading price of 120 trading days before the benchmark date, i.e. 4.14 yuan / share. The issue price of the shares has been approved by the general meeting of shareholders of the listed company. During the period from the pricing benchmark date of this offering to the completion date of share issuance, if the listed company has other ex rights and ex interests matters such as dividend distribution, share distribution, conversion of share capital or allotment of shares, the offering price will be adjusted accordingly.
According to the relevant provisions of the measures for the administration of issuance and the detailed rules for the implementation of the issuance, the matching funds raised this time are issued by inquiry. The pricing base date of the shares issued by the matching funds raised is the first day of the issuance period of the shares issued by the matching funds raised this time, and the issuing price of the matching funds raised is not less than 80% of the average trading price of Zhejiang Sunriver Culture Co.Ltd(600576) shares 20 trading days before the pricing base date. The final issue price will be determined by the board of directors of the listed company and its authorized persons in accordance with the authorization of the general meeting of shareholders, after the listed company obtains the approval and reply of the CSRC on the issuance of supporting funds raised this time, in accordance with the provisions of relevant laws, regulations and normative documents and the situation of issuance bidding, through bidding and in accordance with the principle of price priority. During the period from the pricing base date of the raised matching funds to the issuance date, if the listed company has other ex rights and ex interests matters such as dividend distribution, share distribution, conversion of share capital or allotment of shares, the issuance price of the raised matching funds will be adjusted accordingly in accordance with the relevant rules. 2、 This transaction constitutes a connected transaction
The counterparty of this issuance of shares to purchase assets is Xiangyuan lvkai, and the controlling shareholder of Xiangyuan lvkai is Xiangyuan holding. Xiangyuan holding holds 100% equity of Xiangyuan industry, the controlling shareholder of the listed company, and is the indirect controlling shareholder of the listed company. Therefore, this issuance of shares to purchase assets constitutes a related party transaction.
In view of the fact that this transaction constitutes a related party transaction, when the listed company convened the board of directors to consider the related party transactions related to this transaction, the related directors have avoided voting, and the related related party transactions have been voted by the non related directors. When the listed company held the general meeting of shareholders to consider the related party transactions related to this transaction, the related shareholders have avoided voting, and the related related party transactions have been approved by more than two-thirds of the non related shareholders present at the meeting. 3、 This transaction constitutes a major asset reorganization and does not constitute a reorganization for listing (I) this transaction constitutes a major asset reorganization
The comparison between the audited total assets, net assets, operating income of the latest year and the valuation of the transaction and the audited consolidated financial statements of the listed company in the latest fiscal year is as follows:
Unit: 10000 yuan
Proportion of total transaction pricing basis indicators of the target company of the project listed company
