Guosen Securities Co.Ltd(002736)
About Lingyi Itech (Guangdong) Company(002600)
Issuing shares to purchase assets and related party transactions
of
2021 continuous supervision work report and summary report of continuous supervision independent financial adviser
Date of signature: April, 2002
interpretation
In this report, unless otherwise stated, the following abbreviations have the following meanings:
Guangdong cijiang Co., Ltd. refers to the listed company of and 600
Jiangfen magnetic material refers to Guangdong Jiangfen magnetic material Co., Ltd
Lingyi technology and target company refer to Lingyi Technology (Shenzhen) Co., Ltd
Lingsheng investment refers to Lingsheng investment (Shenzhen) Co., Ltd
Lingshang investment refers to Shenzhen lingshang investment partnership (limited partnership)
Lingjie investment refers to Shenzhen Lingjie investment partnership (limited partnership)
Directors, supervisors and senior managers refer to directors, supervisors and senior managers
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange
This transaction and this major reorganization refer to the behavior of listed companies issuing shares to purchase 100% equity of Lingyi technology
The transaction target, target assets and target assets refer to 100% equity of Lingyi technology
Counterparty, shareholders of Lingyi technology, compensation refers to Lingsheng investment, Lingjie investment, lingshang investment principal and compensation obligor
Delivery refers to the completion of this transaction after all preconditions specified in the purchase agreement are met or appropriately waived
Delivery date refers to the delivery date
The base date of appraisal refers to the base date of appraisal, March 31, 2017
Pricing benchmark date refers to the pricing benchmark date of this non-public offering, that is, the announcement date of the first resolution of the board of directors on this transaction
Measures for the administration of financial restructuring of listed companies and measures for the administration of financial restructuring of listed companies
The provisions on several issues refer to the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Standard No. 26 refers to Standard No. 26 for the contents and forms of information disclosure by companies that publicly issue securities - application documents for major asset restructuring of listed companies
The measures for the administration of initial public offering refers to the measures for the administration of initial public offering and listing
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Independent financial advisor, Guosen Securities Co.Ltd(002736) refers to Guosen Securities Co.Ltd(002736)
Legal adviser refers to Beijing Jindu law firm
Tianzhi international refers to Tianzhi International Certified Public Accountants (special general partnership)
Appraisal institution and Dongzhou appraisal refer to Shanghai Dongzhou Assets Appraisal Co., Ltd
Walkson refers to walkson (Beijing) International Assets Appraisal Co., Ltd
Yuan means RMB yuan
statement
On January 16, 2018, China Securities Regulatory Commission issued zjxk [2018] No. 139 reply on approving Guangdong Jiangfen magnetic material Co., Ltd. to issue shares to purchase assets from Lingsheng investment (Shenzhen) Co., Ltd. and approved the company to issue shares to purchase 100% equity of Lingyi technology Guosen Securities Co.Ltd(002736) acted as the independent financial adviser of Lingyi Itech (Guangdong) Company(002600) this issuance of shares to purchase assets and related party transactions. In accordance with the relevant provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies, the measures for the administration of merger and reorganization of listed companies and other laws and regulations, and with the attitude of honesty, credit and diligence, he performed continuous supervision duties on the listed company, and combined with the 2021 annual report of the listed company, The 2021 continuous supervision work report and summary report of Guosen Securities Co.Ltd(002736) on Lingyi Itech (Guangdong) Company(002600) issuing shares to purchase assets and related party transactions were issued for this major asset restructuring.
The documents, written materials and business operation data based on this report are provided by the listed company and other relevant parties of this transaction, and bear all responsibilities for their authenticity, accuracy and completeness.
This report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to this 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.
1、 Delivery or transfer of trading assets
(I) overview of the transaction scheme
In this transaction, the listed company purchased 100% equity of Lingyi technology jointly held by Lingsheng investment, lingshang investment and Lingjie investment by issuing shares.
The counterparties of this transaction are Lingsheng investment, lingshang investment and Lingjie investment. Among the above counterparties, Lingsheng investment holds 93.45% equity of Lingyi technology, and lingshang investment and Lingjie investment hold 4.43% and 2.12% equity of Lingyi technology respectively.
After the completion of this transaction, the control of the listed company changed, Lingsheng investment became the controlling shareholder of the listed company, and Zeng fangqin became the actual controller of the listed company.
(II) delivery and transfer of subject assets
On January 19, 2018, Lingyi technology completed the industrial and commercial change registration procedures for the change of shareholders. After the completion of this change, the listed company holds 100% equity of Lingyi technology, and Lingyi technology has become a wholly-owned subsidiary of the listed company.
(III) capital verification
Tianzhi International Certified Public Accountants (special general partnership) issued the capital verification report (tzyz [2018] No. 2165). As of January 19, 2018, the equity invested by lingshang investment, Lingjie investment and Lingsheng investment in Jiangfen magnetic materials has been changed by industry and commerce, and the listed company has received a total of 442948717700 yuan of newly added registered capital.
(IV) handling of securities issuance registration and listing
According to the confirmation of acceptance of share registration application issued by Shenzhen Branch of China Securities Depository and Clearing Corporation on January 26, 2018, the listed company has completed all new share registration applications for the purchase of assets by issuing shares on January 26, 2018.
The nature of the new shares in this non-public offering is tradable shares with limited sale conditions. The restricted sale period starts from the date of listing of these shares on the Shenzhen Stock Exchange, and the listing date is February 13, 2018.
(V) verification opinions of independent financial consultant
After verification, the independent financial adviser believes that the registration procedures for the change of ownership of the assets to be purchased in this major asset restructuring have been completed. The newly added shares issued by listed companies to purchase assets have been registered in Shenzhen Branch of zhongdeng company and listed on Shenzhen Stock Exchange.
2、 Performance of commitments of all parties to the transaction
(I) commitments of all parties to the transaction
In this transaction, the commitments of the parties to the transaction are as follows:
No. commitment subject commitment content
term
If the delivery date of the underlying assets of this major asset restructuring is before December 31, 2017 (including December 31, 2017), the profit commitment period is 2017, 2018 and 2019; If the delivery date of the underlying assets of this major asset restructuring is after December 31, 2017, the profit commitment period is 2017, 2018, 2019 and 2020. If the profit commitment period is 2017, 2018 and 2019, the person in charge of compensation promises that the net profits attributable to the owners of the parent company after deducting non recurring losses, Lingsheng investment, Lingsheng performance and profit realized by Lingyi technology in 2017, 2018 and 2019 are RMB 114711770, 1 Shang investment Lingjie's compensation commitment is 1491981100 yuan and 1860946200 yuan; If the profit commitment period is 2017, 2018 investment promise year, 2019 and 2020, the person in charge of compensation promises that the net profits attributable to the owners of the parent company after deducting non recurring profits and losses realized by Lingyi technology in 2017, 2018, 2019 and 2020 are RMB 114711770 respectively 14919811 million yuan, 18609462 million yuan and 22434265 million yuan.
If the net profit deducted is lower than the above commitments, the above compensation responsible person will compensate in accordance with the signed profit commitment compensation agreement and the supplementary agreement to the profit commitment compensation agreement. See "Section VII / IX / (III) profit commitment and compensation" of this report for specific compensation methods.
1. Lingsheng investment guarantees to fulfill the profit commitment compensation in accordance with the provisions of the profit commitment compensation agreement and its supplementary agreement and the requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange and other relevant regulatory authorities;
2. Within the profit commitment period agreed in the profit commitment compensation agreement and its supplementary agreement or within the performance period of the profit commitment guarantee required by the CSRC, Shenzhen Stock Exchange and other relevant regulatory authorities, If lingshang investment and / or Lingjie investment cannot make profit compensation to Jiangfen magnetic material in accordance with the provisions of the profit commitment compensation agreement and its supplementary agreement or the requirements of the regulatory authority, 2 Lingsheng investment promises that Lingsheng investment will undertake and perform the responsibility and obligation of profit compensation of lingshang investment and / or Lingjie investment, That is, Lingsheng investment compensates Jiangfen magnetic materials for the profit compensation that lingshang investment and / or Lingjie investment should make but not promise to make;
3. When Lingsheng investment compensates Jiangfen magnetic materials for the profits that should be made by lingshang investment and / or Lingjie investment but have not been made, it can choose to make compensation with the unsold Jiangfen magnetic materials shares obtained from this major asset restructuring according to the actual situation, or
