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
Summary of and related party transaction report (Draft)
(Revised Version)
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 meaning as the words or abbreviations mentioned in the “interpretation” of the summary 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 reorganization report and its summary, and shall be jointly and severally liable for the false records, misleading statements or major omissions in the report and its summary.
The matters stated in the restructuring 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 effectiveness and completion of the matters related to this major asset restructuring described in the restructuring 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 the reorganization report and its summary and the relevant documents disclosed at the same time with the reorganization report and its summary, investors should also seriously consider the risk factors disclosed in the reorganization report and its summary. If investors have any questions about the restructuring report and its summary, they should consult their own stockbrokers, lawyers, professional accountants 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 the reorganization report and its abstract, as well as 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
The independent financial advisor Citic Securities Company Limited(600030) declares that the company agrees that Zhejiang Sunriver Culture Co.Ltd(600576) quote the relevant materials and contents provided by the company in the restructuring report and its abstract and other relevant disclosure documents. The company has reviewed the relevant contents cited in the restructuring report and its abstract and other relevant disclosure documents, and confirmed that the restructuring report and its abstract and other relevant disclosure documents will not have false records due to the above contents 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 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 the firm and its handling lawyers agree that Zhejiang Sunriver Culture Co.Ltd(600576) in the reorganization report and its abstract, the content of the legal opinion issued by the firm is quoted. The firm has reviewed the reorganization report and its abstract and other information disclosure and application documents, and confirmed that the reorganization report and its abstract and other information disclosure and application documents will not have false records due to the above content 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 relevant application documents issued by the exchange, and the exchange fails to be diligent and responsible, it will bear joint and several liability for compensation. (III) statement of the audit institution of the assets to be purchased
Rongcheng certified public accountants, the audit institution intending to purchase assets, declares that the exchange and the signing certified public accountants agree that Zhejiang Sunriver Culture Co.Ltd(600576) in the reorganization report and its abstract and other information disclosure and application documents, the relevant contents of the audit report, review report and other professional reports issued by the exchange have been quoted, and the exchange has reviewed the reorganization report and its abstract and other information disclosure and application documents, Confirm that the reorganization report, its abstract and other information disclosure and application documents will not have false records, misleading statements or major omissions due to the above contents, 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
The accountant at the meeting of the audit institution of the listed company stated that the exchange and the signing certified public accountant agreed that Zhejiang Sunriver Culture Co.Ltd(600576) in the reorganization report and its abstract and other information disclosure and application documents, the audit report issued by the exchange and other professional reports have been quoted, and the exchange has reviewed the reorganization report and its abstract and other information disclosure and application documents, Confirm that the reorganization report, its abstract and other information disclosure and application documents will not have false records, misleading statements or major omissions due to the above contents, and bear corresponding legal liabilities for its 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
Appraisal statement of the appraisal institution Zhonglian: 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 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 quote the asset evaluation report on the project involving the total equity value of shareholders of Beijing Bailong Green Technology Enterprise Co., Ltd. involved in the purchase of assets by Zhejiang Sunriver Culture Co.Ltd(600576) proposed issuing shares (Zhonglian pingbao Zi [2021] No. 3565) issued by the company 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 are no contradictions in the professional conclusions of the asset evaluation report of the project of 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 evaluation report of the project of 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). 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.
catalogue
Declare that 2 I. statement of listed company 2. Statement of directors, supervisors and senior managers of listed companies 2 III. statement of counterparty 2 IV. statement of relevant securities service institutions and personnel 3 interpretation 8 I. General terms 8 II. Professional terms Section 1 overview of this transaction 12 I. overview of this transaction plan Wrong! No bookmarks defined. 2、 Background and purpose of this transaction Wrong! No bookmarks defined. 3、 The main procedures that have been performed and still need to be performed in this transaction Wrong! No bookmarks defined. 4、 Specific plan of this transaction Wrong! No bookmarks defined. 5、 This transaction constitutes a connected transaction Wrong! No bookmarks defined. 6、 This transaction constitutes a major asset reorganization and does not constitute a reorganization and listing Wrong! No bookmarks defined. 7、 The impact of this transaction on listed companies Wrong! No bookmarks defined. Section 2 basic information of listed companies Wrong! No bookmarks defined. 1、 Basic information Wrong! No bookmarks defined. 2、 History Wrong! No bookmarks defined. 3、 Share capital structure and top ten shareholders Wrong! No bookmarks defined. 4、 Development of main business Wrong! No bookmarks defined. 5、 Key financial data Wrong! No bookmarks defined. 6、 Controlling shareholders and actual controllers Wrong! No bookmarks defined. 7、 Changes in control in the last 60 months Wrong! No bookmarks defined. 8、 Major asset restructuring in the last three years Wrong! No bookmarks defined. 9、 Administrative and criminal penalties, integrity and litigation or arbitration of Listed Companies in the past three years Wrong! No bookmarks defined. 10、 The current directors, supervisors and senior managers of listed companies have been subject to administrative and criminal penalties, integrity and litigation or arbitration in the past three years Wrong! No bookmarks defined.
Section III basic information of the counterparty Wrong! No bookmarks defined. 1、 Counterparties issuing shares to buy assets Wrong! No bookmarks defined. 2、 Raising matching funds to issue shares to subscribers Wrong! No bookmarks defined.
interpretation
In the summary of this report, unless the context otherwise requires, the following abbreviations have the following meanings: 1. The common terms reorganization plan and transaction plan refer to the plan for Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Revised Version)
Restructuring report and report refer to the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting documents, draft funds and related party transactions (Draft) (Revised Version)
The summary of this report refers to the summary of the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) (Revised Version)
Zhejiang Sunriver Culture Co.Ltd(600576) , listed company refers to Zhejiang Sunriver Culture Co.Ltd(600576) Xiangyuan industry, controlling shareholder refers to Zhejiang Xiangyuan Industry Co., Ltd., and Zhejiang Sunriver Culture Co.Ltd(600576) controlling shareholder
Sunriver holdings refers to Sunriver Holdings Group Co., Ltd. Zhejiang Sunriver Culture Co.Ltd(600576) indirect controlling shareholder
Sunriver tourism development and performance compensation refer to the obligors and counterparties of Sunriver Tourism Development Co., Ltd. and Anhui Sunriver tourism development and Investment Co., Ltd
Beijing Bailong Green Technology Enterprise Co., Ltd., the company of Phoenix Xiangsheng Tourism Development Co., Ltd., Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. and Qiyunshan Tourism Co., Ltd
