China Securities Co.Ltd(601066) about
China Hainan Rubber Industry Group Co.Ltd(601118) major asset purchase and related party transactions
Verification opinions on the achievement of performance commitments and asset impairment test independent financial adviser
April, 2002
interpretation
In this verification opinion, unless the context otherwise requires, the following abbreviations have the following meanings:
Abbreviation – Interpretation
China Securities Co.Ltd(601066) the verification opinions on Hainan natural rubber refer to the verification opinions on the achievement of major asset purchase and related party transaction performance commitments and asset impairment test of Industrial Group Co., Ltd
China Hainan Rubber Industry Group Co.Ltd(601118) . Public index of listing China Hainan Rubber Industry Group Co.Ltd(601118)
The company, the company, the company’s current transaction and the re
Group. This major asset refers to the 5010888 shares of R1 International held by China Hainan Rubber Industry Group Co.Ltd(601118) cash acquisition of agricultural reclamation investment and R1 International Management Group and shareholders of this major asset purchase
buy
Nongken investment, sandana dass, Lim Beng Seng, Ling chanyew, howai Leong, toshinobuhanda, Lee counterparties refer to cheehoe, ohkianchew, lewweichang, Lim chin Seng, Leslie Cheng Tsin tzun, Nguyen Dai Tao, Ding Wen, Wong Kien HiAN, Yeoh wee Chia Mantha Srinivas Sastry and koravangattu vinayraj
Nongken holdings and Haiken holdings refer to Hainan Nongken Investment Holding Group Co., Ltd., the controlling shareholder of a listed company
Hainan State Farms Investment Limited, a wholly-owned subsidiary established by Singapore in the British Virgin Islands, holds 4200000 shares of R1 International
Sandana dass and dass first refer to sandana dass, the birth of the CEO and important shareholder of R1 International
Sandana dass, Lim Beng Seng, Ling Chan yew, Ho Wai Leong, Toshinobu Handa, Lee Chee hoe, R1 International Management shareholders refer to ohkianchew, lewweichang, limchinseng, Leslie chengtsin tzun, Nguyen Dai Thao, Ding Wen, wongkienhian, yeohweechia, manthasrinivas Sastry and koravangattu vinayraj
R1 International, the subject company refers to R1 International Pte Ltd, a private limited company registered in Singapore
CSRC refers to the China Securities Regulatory Commission
Shanghai Stock Exchange and stock exchange refer to Shanghai Stock Exchange
Hainan SASAC refers to the state owned assets supervision and Administration Commission of Hainan provincial government, which is the actual controller of listed companies
Zico insights law LLC, Zico law Vietnam and overseas lawyers refer to zicolaw (Thailand) Limited, roosdono & partners, Zaid Ibrahim & Co and samv ā d: Legal affairs of partners, Mei & Mark LLP, King & woodmallesons
Overseas law firms that provide legal opinions on R1 International and its subsidiaries, such as the office of foreign law affairs, foreign law common enterprise (local firm)
Zhongqihua refers to Beijing zhongqihua Asset Appraisal Co., Ltd
The benchmark date refers to April 30, 2018
The completion date of all preconditions for delivery agreed in the share purchase agreement refers to the third business day after the completion of the delivery date or exemption by the party enjoying the benefits of these conditions
Transition period refers to the time from the base date of audit and evaluation (excluding the current day) to the delivery date (including the current day)
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
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
The mantissa difference or inconsistency of the data involved in this verification opinion is caused by rounding.
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “independent financial adviser”) as the independent financial adviser of China Hainan Rubber Industry Group Co.Ltd(601118) this major asset reorganization, in accordance with the provisions of the company law, the securities law, the measures for the administration of major asset reorganization of listed companies, the measures for the administration of financial advisory business of merger and reorganization of listed companies and other relevant laws and regulations, The realization of R1 International Performance commitment and impairment test are verified as follows:
1、 Overview of this transaction
(I) overall scheme
The plan for this major asset restructuring is that the listed company pays cash to purchase 4.2 million shares of R1 International held by Nongken holdings through Nongken investment, including sandanadass, Lim bengseng, lingchanyew, howai Leong, toshinobuhanda, leecheehoe, ohkianchew, lewweichang, limchinseng, Leslie chengtsintzun, Nguyen Daizhao, Ding Wen, wongkienhian, Yeoh wee Chia Mantha Srinivas Sastry and koravangattu vinayraj hold 810888 shares of R1 International, totaling 5010888 shares, accounting for 73.46% of 6820888 shares of R1 International. Among them, the implementation of the listed company’s purchase of R1 International shares from the management shareholders is based on the listed company’s completion of the transaction of purchasing 4.2 million shares of R1 International indirectly held by Nongken holdings.
The transaction is based on the valuation value of the subject asset in US dollars on the benchmark date determined in the valuation report issued by China enterprise China and filed by Hainan SASAC. The appraisal value of 100% equity of R1 International on the benchmark date is US $915719 million, which is about RMB 5805016 million according to the exchange rate on the benchmark date. Through friendly negotiation between the two parties, the corresponding price of 5010888 shares purchased this time is determined to be US $655424 million.
Nongken investment is a wholly-owned subsidiary of Nongken holdings, the controlling shareholder of the listed company. It is a related party of the listed company. Therefore, this transaction constitutes a related party transaction. After the completion of the transaction, R1 International will become the holding subsidiary of the company. The company directly holds 73.46% of the equity of R1 International and holds 15.39% of the equity of R1 International through its wholly-owned subsidiary Haijiao Singapore, with a total of 88.86% of the equity of R1 International. This transaction constitutes a major asset reorganization, but does not constitute a reorganization and listing.
(II) counterparty
The counterparty information of this restructuring is shown in the following table:
No. counterparty selling R1 International cash consideration counterparty remarks
Number of shares (shares) (USD)
1. Nongken Investment: 42 Shenzhen Fountain Corporation(000005) 493 Shanghai Pudong Development Bank Co.Ltd(600000) Nongken investment is a wholly-owned subsidiary of Nongken holdings
2 sandana dass 35 Shenzhen Textile (Holdings) Co.Ltd(000045) 7800000 R1 International CEO
3 Lim Beng Seng 88888116265504 R1 International coo
4 Ling Chan yew 88000115104000 R1 International deputy chief operating officer
5 ho Wai Leong 8 Shenzhen Ecobeauty Co.Ltd(000010) 4640000 R1 International General Manager
6 Toshinobu Handa 50,000 654000.00 –
7 Lee Chee Hoe 40,000 523200.00 –
8 Oh Kian chew 2 Fiyta Precision Technology Co.Ltd(000026) 160000 R1 International chief Trading Officer
9 Leo Wei Chang 2 Fiyta Precision Technology Co.Ltd(000026) 160000 R1 International CFO
10 Lim chin Seng 1500019620000 R1 International Deputy General Manager
11 Leslie Cheng Tsin Tzun 13,000 170040.00 –
12 Nguyen Dai Thao 10,000 13080000 –
13 Ding Wen 1000013080000-
14 Wong Kien Hian 8,000 104640.00 –
15 Yeoh Wee Chia 8,000 104640.00 –
16 Mantha Srinivas Sastry 5,000 65,400.00
17 Koravangattu Vinayraj 5,000 65,400.00 –
Total 50108886554241504-
(III) transaction evaluation and pricing
This transaction is based on the appraisal value issued by China enterprise China and filed by Hainan SASAC. The appraisal value of 100% equity of R1 International is US $915719 million, which is about 5805016 according to the exchange rate on the benchmark date
