Citic Securities Company Limited(600030)
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Yantai Tayho Advanced Materials Co.Ltd(002254) absorption and merger of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and issuance of shares to purchase assets and raise supporting funds and Realization of 2021 performance commitments of related party transactions
Verification opinions
Independent financial advisor
April, 2002
Statement and commitment
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this verification opinion Citic Securities Company Limited(600030) accepted the entrustment of Yantai Tayho Advanced Materials Co.Ltd(002254) to act as the independent financial advisor of this transaction.
In accordance with the relevant provisions and requirements of the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other laws and regulations, in accordance with the recognized business standards and ethics of the securities industry, in the attitude of honesty, credit, diligence and responsibility, and in accordance with the principles of objectivity and impartiality, on the basis of carefully reviewing relevant materials and fully understanding this transaction, The independent financial adviser has verified the fulfillment of the 2021 performance commitment of minstar, the company that issues shares to purchase assets involved in this restructuring, made by the compensation obligors of this transaction, Guofeng holdings, Guosheng holdings, Yutai investment and Wang Zhixin, and now issues this verification opinion.
The documents and materials on which this verification opinion is based are provided by the trading parties. The trading parties have promised the authenticity, accuracy and completeness of the documents and materials provided, and ensure that such information is free from false records, misleading statements or major omissions. The independent financial advisor does not assume any risk liability arising therefrom.
The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this verification opinion as a supplement and modification to this verification opinion, or to make any explanation or explanation to this verification opinion.
The relevant government departments and the CSRC will not be responsible for the contents of the restructuring report of this transaction, and will not guarantee the authenticity, accuracy and completeness of its contents. Any statement to the contrary is a false statement.
The independent financial adviser reminds the investors that the verification opinions do not constitute any investment suggestions or opinions on Yantai Tayho Advanced Materials Co.Ltd(002254) and the independent financial adviser will not bear any responsibility for the possible risks of any investment decisions made by the investors according to the verification opinions. The independent financial adviser specially invites investors to carefully read the announcement document on this transaction issued by Yantai Tayho Advanced Materials Co.Ltd(002254) board of directors.
interpretation
In the verification opinion of the independent financial adviser, unless the context otherwise requires, the following abbreviations have the following meanings:
Citic Securities Company Limited(600030) on the verification opinions of the independent financial consultant of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Materials Co., Ltd., which refers to the verification opinions of the company on absorbing and merging Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and issuing shares to buy assets, raising supporting funds and realizing the performance commitments of related party transactions in 2021
The report on Yantai Tayho Advanced Materials Co.Ltd(002254) absorption and merger of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) reorganization refers to the report on the Group Co., Ltd. and the issuance of shares to purchase assets and raise supporting funds and related party transactions
Yantai Tayho Advanced Materials Co.Ltd(002254) , company and listed company refer to Yantai Tayho Advanced Materials Co.Ltd(002254)
Taihe Group refers to Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd
Minstar refers to Yantai minstar Special Paper Co., Ltd
Guofeng holding refers to Yantai Guofeng Investment Holding Group Co., Ltd
Yutai investment refers to Yantai Yutai Investment Co., Ltd
Guosheng holding refers to Yantai Guosheng Investment Holding Co., Ltd
The target company refers to Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and Yantai minstar Special Paper Co., Ltd
The underlying assets refer to 100% equity of Taihe Group and 65.02% equity of minstar
Yantai Tayho Advanced Materials Co.Ltd(002254) plans to absorb and merge Taihe Group by issuing shares to Guofeng holding and Yutai investment, all shareholders of Taihe Group, and to issue shares to Guosheng, the shareholder of minstar. This transaction refers to the purchase of 65.02% shares of minstar by issuing shares to 12 natural persons, such as holding, Yutai investment, Jiaoyun group, state-owned assets management company and Yao Zhenfang, It plans to raise matching funds from specific investors by means of non-public offering of shares
Yantai Tayho Advanced Materials Co.Ltd(002254) plans to absorb and merge Taihe Group by issuing shares to Guofeng holdings and Yutai investment, all shareholders of Taihe Group, and plans to issue shares to 12 natural persons such as Guosheng holdings, Yutai investment, Jiaoyun group, state-owned assets management company and Yao Zhenfang, shareholders of minstar to purchase 65.02% of minstar's shares
Guofeng holdings, Yutai investment, Guosheng holdings, Jiaoyun group, state-owned assets management public transport Yifang, Yao Zhenfang, Liu Cuihua, Wu Zhengguang, Miao Fengxiang, Zhou Fuzhao, Gu Qimei, Wu zonglai, Hong suming, song Yueshan, Wang Dianxin, Ju Chengfeng and Wang Zhixin
12 natural persons, including Yao Zhenfang, Liu Cuihua and Wu Yao Zhenfang, the natural person shareholders of minstar, refer to Zhengguang, Miao Fengxiang, Zhou Fuzhao, Gu Qimei, Wu zonglai, Hong suming, song Yueshan, Wang Dianxin, Ju Chengfeng and Wang Zhixin
Compensation obligors refer to Guofeng holdings, Yutai investment, Guosheng holdings and Wang Zhixin
The assets appraisal report of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) material minstar issued by Zoomlion appraisal and approved by Yantai SASAC refers to the assets appraisal report of the project in which the company plans to acquire part of the equity of Yantai minstar Special Paper Co., Ltd. (Zoomlion appraisal report Zi [2020] No. 12)
Performance commitment compensation agreement refers to the performance commitment compensation agreement of Yantai Tayho Advanced Materials Co.Ltd(002254) absorbing and merging Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and issuing shares to purchase assets
Confirmation of assets settlement of merger and acquisition Yantai Tayho Advanced Materials Co.Ltd(002254) with Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) group refers to the confirmation of assets settlement of merger and acquisition of Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd
Yantai SASAC refers to the state owned assets supervision and Administration Commission of Yantai Municipal People's government
CSRC refers to the China Securities Regulatory Commission
Citic Securities Company Limited(600030) . The independent financial advisor refers to Citic Securities Company Limited(600030)
Zhonglian appraisal refers to Zhonglian asset appraisal group Co., Ltd
In the verification opinion of the independent financial adviser, if there is any difference in the mantissa, it is caused by rounding.
1、 Basic information on decision-making process, approval and implementation related to this reorganization
(I) on November 6, 2019, the transaction plan was reviewed and approved by the State Administration of science, technology and industry for national defense on military matters;
(II) on December 6, 2019, the listed company held the 17th meeting of the ninth board of directors, deliberated and approved the proposals related to the absorption, merger and issuance of shares to purchase assets and raise supporting funds.
(III) on December 6, 2019, the listed company held the 10th meeting of the 9th board of supervisors, deliberated and approved the proposals related to the absorption, merger and issuance of shares to purchase assets and raise supporting funds.
(IV) on January 20, 2020, the listed company held the 19th meeting of the ninth board of directors, deliberated and approved the formal scheme of absorbing, merging and issuing shares to buy assets and raising supporting funds. (V) on January 20, 2020, the listed company held the 11th meeting of the 9th board of supervisors, deliberated and approved the proposal related to the formal scheme of absorbing, merging and issuing shares to purchase assets and raising supporting funds. (VI) on February 12, 2020, the listed company held the first extraordinary general meeting of shareholders in 2020 to consider and approve the formal plan of this transaction, and approved Guofeng holdings and its persons acting in concert to be exempted from increasing Yantai Tayho Advanced Materials Co.Ltd(002254) shares by offer.
(VII) on June 8, 2020, the listed company received the reply on approving Yantai Tayho Advanced Materials Co.Ltd(002254) absorbing and merging Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and issuing shares to Yantai Guosheng Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 1103) issued by the CSRC.
(VIII) on September 11, 2020, the 65020000 tradable shares of minstar involved in this transaction with no sale conditions have been fully registered with China Securities Depository and Clearing Co., Ltd.
(IX) on September 14, 2020, the listed company and Taihe Group signed the confirmation on the delivery of absorbed and merged assets, confirming that as of September 14, 2020, both parties have completed the delivery of assets originally belonging to Taihe Group.
(x) on September 16, 2020, the listed company completed the relevant procedures for the issuance and cancellation of new shares involved in the reorganization, and received the certificate from Shenzhen Branch of China Securities Depository and Clearing Corporation
（11） On September 29, 2020, 34340659 new shares involved in this restructuring were listed. 2、 Performance commitment and compensation
Some of the underlying assets of this transaction are evaluated using the income method. According to the performance commitment compensation agreement signed between the listed company and the compensation obligors Guofeng holdings, Guosheng holdings, Yutai investment and Wang Zhixin, the main contents of the performance commitment are as follows:
(I) performance commitment assets
According to the assets appraisal report of minstar issued by Zoomlion appraisal and the appraisal description, the income method is adopted for the appraisal of the patented technology and software copyright held by the subject company minstar. The appraisal value of the above intangible assets held by minstar is 166708 million yuan, and the corresponding transaction consideration is 166708 million yuan.
The performance compensation period is the year when the transaction is completed and two consecutive fiscal years after it. That is, if the transaction is completed in 2020, the profit forecast compensation period will be 2020, 2021 and 2022. If the transaction is not completed before December 31, 2020, the performance compensation period will be postponed accordingly. For example, if this transaction is completed in 2021, the performance compensation period will be 2021, 2022 and 2023.
(II) performance commitment amount
According to the assets appraisal report and the appraisal description, the appraisal value of the patented technology and software copyright assets appraised by the income method is converted into the present value according to its contribution to the income of the company's relevant products. The performance commitment party promises that the audited income of the target company minstar will not be less than 151.2 million yuan, 164808 million yuan and 1719489 million yuan in 2020, 2021 and 2022. If the implementation time of this restructuring is delayed (i.e. it cannot be completed before December 31, 2020), the performance commitment and compensation year will be postponed to 2021, 2022 and 2023, and the counterparty promises that the audited income of the target company minstar in 2023 will not be less than 174277400 yuan.
After the end of each fiscal year within the commitment period, the listed company shall employ an accounting firm qualified to engage in Securities and futures related business to issue a special audit report on the actual income and corresponding income of the target company's performance commitment assets, so as to determine the actual income and corresponding income of the target company's performance commitment assets in that year.
(III) performance compensation method
Compensation obligor in performance
