Citic Securities Company Limited(600030)
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Zhejiang Sunriver Culture Co.Ltd(600576) issue shares to purchase assets and raise matching funds and related party transactions
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Independent financial advisor Report
Independent financial consultant
April, 2002
Statement
The words or abbreviations mentioned in this statement have the same meanings as those mentioned in the “interpretation” of this independent financial adviser’s report.
Citic Securities Company Limited(600030) accepted the entrustment of Zhejiang Sunriver Culture Co.Ltd(600576) board of directors to act as the independent financial adviser of Zhejiang Sunriver Culture Co.Ltd(600576) this issuance of shares to purchase assets and raise supporting funds and related party transactions.
This independent financial advisory report is prepared in accordance with the provisions of the company law, the securities law, the reorganization management measures, the listing rules and other relevant laws and regulations and the information provided by relevant parties. It aims to make an independent, objective and fair evaluation of this transaction for the reference of investors and relevant parties.
The information on which the independent financial adviser’s report is based shall be provided by the listed company, the counterparty and other relevant parties. The provider shall be responsible for the authenticity, accuracy and integrity of the information, and ensure that the information is free from false records, misleading statements or major omissions. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor’s report is based, and is responsible for the authenticity, accuracy and completeness of the report.
The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
The independent financial adviser’s report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the possible risks of any investment decisions made by investors according to this report. In particular, the independent financial adviser urges investors to carefully read the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions issued by the board of directors of the listed company, as well as the full text of audit reports, asset evaluation reports, legal opinions and other documents related to the reorganization.
The independent financial advisor agrees to submit the independent financial advisor’s report to the relevant regulatory authorities as the legal document of the listed company’s transaction.
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
Total assets 11618629114791611731022217310222 148.99%
Net assets attributable to 168.81% of 1025404736885491731022217310222 owned by the parent company
Operating income 23222731324073 – 1324073 57.02%
Note: the total assets of the listed company, net assets and operating income attributable to the owners of the parent company are taken from the audited Zhejiang Sunriver Culture Co.Ltd(600576) 2020 consolidated balance sheet and income statement; The total assets of the target company, the net assets and operating income attributable to the owners of the parent company are calculated according to the audited consolidated statements of each target company.
According to the audited total assets, net assets and operating income of the target company in the latest year and the amount of this transaction, and compared with the audited financial data of the listed company in the latest fiscal year, this transaction constitutes a major asset reorganization specified in the reorganization management measures, and corresponding information disclosure shall be made in accordance with the provisions. At the same time, this transaction involves the issuance of shares to specific objects to purchase assets, which can be implemented only after being submitted to the review committee of mergers and acquisitions of listed companies of CSRC for review and approved by CSRC.
(II) this transaction does not constitute reorganization and listing
Before and after this transaction, the actual controller of the listed company is Mr. Yu Faxiang, which will not lead to the change of the control right of the listed company. Within 36 months before this transaction, the actual controller of the listed company has not changed. Therefore, this transaction does not constitute the reorganization and listing specified in Article 13 of the reorganization management measures. 4、 Specific scheme of this transaction
This transaction consists of issuing shares to purchase assets and raising supporting funds. 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.
Issuing shares to purchase assets means that 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 through issuing shares.
In this reorganization, the transaction price of the underlying assets is based on the evaluation results of the evaluation report issued by the evaluation institution that meets 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 issuer shall pay all the purchase price of the subject assets by issuing new shares.
The appraisal value and transaction price of the subject assets of this reorganization are as follows:
Unit: 10000 yuan
Appraisal value acquisition proportion target assets target assets
Subject company name (100% equity) appraisal value transaction price
A B C=BA D=C
Bailong green 12857090 100% 1285709012857090
Phoenix Xiangsheng 1900033 100% 19000331900033
Huanglong cave tourism 1843634 100% 18436341843634
Qiyunshan shares 619133 80% 495306495306
Kojima technology 214159 100% 214159214159
Total 17434049 – 17310222
In order to meet the capital demand, the listed company plans to raise supporting funds of no more than 40 million yuan by non-public issuance of A-share shares to no more than 35 specific investors through inquiry, which is intended to supplement the working capital of the listed company after deducting the issuance expenses. (I) issuing shares to purchase assets
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.
1. Type, par value and listing place of issued shares
The par value of the shares involved in the reorganization is 1.00 yuan of the company’s ordinary shares issued on the Shanghai Stock Exchange, and the par value of each share involved in the reorganization is 1.00 yuan of the company’s ordinary shares issued on the Shanghai Stock Exchange.
2. Issuing method and object
In this reorganization, the issuing object of issuing shares to purchase assets is Xiangyuan lvkai. This issuance adopts the method of non-public issuance of shares to specific objects.
3. Issue price and pricing basis
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the board of directors of the listed company to review the transaction for the first time, that is, the announcement date of the resolution of the 19th meeting of the seventh board of directors. According to the measures for the administration of reorganization and other relevant provisions, the issue price of listed companies issuing shares to purchase assets shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date.
The average trading price of the company’s shares on several trading days before the pricing benchmark date = the total trading volume of the company’s shares on several trading days before the resolution announcement date / the total trading volume of the company’s shares on several trading days before the resolution announcement date.
Zhejiang Sunriver Culture Co.Ltd(600576) the average trading price of stock 20 trading days, 60 trading days and 120 trading days before the benchmark date of pricing is shown in the table below:
The average stock trading price is calculated as the average interval trading price (yuan / share), which is 90% of the average trading price (yuan / share)
