China International Capital Corporation Limited(601995)
about
China Railway Materials Company Limited(000927)
Sale of major assets and issuance of shares to purchase assets and raise supporting funds and related party transactions
of
Continuous supervision opinions in 2021
And continuous supervision summary report
Independent financial advisor
April, 2002
Statements and commitments
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” and “independent financial consultant”) is entrusted as the independent financial consultant of China Railway Materials Company Limited(000927) (hereinafter referred to as ” China Railway Materials Company Limited(000927) “) this transaction. In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance, the measures for the administration of reorganization, the measures for the administration of financial advisers and other laws and regulations, China International Capital Corporation Limited(601995) after careful verification and in combination with the 2021 annual report of the listed company, this continuous supervision opinion and the summary report of continuous supervision are issued, and the following statement is hereby made:
1. The documents and materials on which this report is based are provided by all parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that the relevant information provided by them about this major asset restructuring is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company.
3. This report does not constitute any investment advice to the listed company. The independent financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to this report.
4. 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.
5. The independent financial adviser urges investors to carefully read the full text of the documents related to this transaction issued by the listed company.
interpretation
In this report, unless the context otherwise requires, the following terms or abbreviations have the following meanings:
The report of China International Capital Corporation Limited(601995) on China Railway Materials and the continuous supervision opinions refer to the 2021 continuous supervision opinions and summary report of continuous supervision on the sale of major assets, the issuance of shares, the purchase of assets, the raising of supporting funds and related party transactions of the company
China Railway Materials Company Limited(000927) , listed on Shenzhen Stock Exchange China Railway Materials Company Limited(000927) / the company / company / listed company, stock code: China Railway Materials Company Limited(000927) SZ, formerly known as “Tianjin FAW Xiali Automobile Co., Ltd.”
China Railway wusheng technology refers to China Railway wusheng Technology Development Co., Ltd
Tianjin Company refers to China Railway Materials Tianjin Co., Ltd
Wuzong trade refers to Beijing China Railway Wuzong Trade Co., Ltd., formerly known as “Beijing China Railway Huawei International Trade Co., Ltd.”
China Railway Materials Company Limited(000927) group refers to the former China Railway Materials Group Co., Ltd., formerly known as “China Railway Materials Corporation” and “China Railway Materials (Group) Corporation”
China logistics group refers to China Logistics Group Co., Ltd., formerly known as “China Railway Materials Group Co., Ltd.”
Tiewu holding refers to China Railway Material Holding Co., Ltd., formerly known as “China Railway Material Holding Co., Ltd.”, ” China Railway Materials Company Limited(000927) “
FAW refers to China First Automobile Co., Ltd
Tianjin FAW Xiali Operation Management Co., Ltd. Xiali operation refers to all assets and liabilities of FAW Xiali that have been undertaken as of the benchmark date, except 17.5% equity of Xin’an insurance and input tax
Xin’an insurance refers to Xin’an Automobile Insurance Co., Ltd
FAW assets refers to FAW Asset Management Co., Ltd., a wholly-owned subsidiary of China FAW Group Co., Ltd
Wuhu Changmao refers to Wuhu Changmao Investment Center (limited partnership)
Structural adjustment fund refers to China State owned enterprise structural adjustment fund Co., Ltd
ICBC investment refers to ICBC Financial Asset Investment Co., Ltd
ABC investment refers to ABC Financial Asset Investment Co., Ltd
Runnongrui bank refers to runnongrui bank No. 3 (Jiaxing) investment partnership (limited partnership)
Eaton fund refers to Shenzhen Eaton media investment fund partnership (limited partnership)
China Railway Materials Company Limited(000927) , tiewu holding, Wuhu Changmao, structural adjustment fund, issuing shares to purchase assets, and the counterparty refers to ICBC investment, Agricultural Bank of China investment, runnongrui bank and Eaton fund
China Railway Materials Company Limited(000927) , tiewu holding, Wuhu Changmao, structural adjustment fund and counterparty refer to ICBC investment, Agricultural Bank of China investment, runnongrui bank, Eaton fund and FAW
Disposed assets refer to 17.5% equity of Xin’an insurance and undertaking FAW Xiali as of the appraisal basis
100% equity of Xiali operation of all assets and liabilities except 17.5% equity of Xin’an insurance and input tax
The total assets invested by China Railway wusheng held by the counterparties issuing shares to purchase assets refer to the 100% equity of science and technology, the 100% equity of Tianjin Company and the 100% equity of total material trade held by China Railway wusheng holding
The underlying assets refer to the assets to be sold and the assets to be purchased
The target company refers to China Railway wusheng Technology Co., Ltd., Tianjin Company and general trading company of China Railway wusheng Technology Co., Ltd
FAW Xiali purchases China Railway by issuing shares to purchase assets. This issuance of shares to purchase assets / issue shares, tiewu holdings, Wuhu Changmao, structural adjustment fund, ICBC to purchase assets refers to investment, Agricultural Bank of China investment, runnongrui bank 100% equity of China Railway wusheng technology held by Eaton fund, 100% equity of Tianjin Company and 100% equity of China Railway General trade held by China Railway wusheng Holding Co., Ltd
The raised matching funds / raised matching funds refer to the supporting funds raised by FAW Xiali through non-public offering of shares to no more than 35 qualified specific investors, including tiewu holdings
Including this free transfer, this sale of major assets, this issuance of this transaction / this reorganization / this purchase of assets by shares of this major asset index bank, and the overall transaction assets reorganization plan of this raising of supporting funds. The three transactions of this free transfer, this sale of major assets and this issuance of shares are mutually conditional
China International Capital Corporation Limited(601995) , independent financial consultant, main contractor China International Capital Corporation Limited(601995) distributor
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Banking and Insurance Regulatory Commission refers to Bank Of China Limited(601988) Insurance Regulatory Commission
The benchmark date refers to December 31, 2019
Shenzhen Securities Depository and Clearing Co., Ltd
The articles of association refers to the China Railway Materials Company Limited(000927) articles of association in force
The issuance plan for the sale of major assets of Tianjin FAW Xiali Automobile Co., Ltd. refers to the non-public offering plan for the non-public offering of shares with the raised supporting funds for the purchase of assets and the raising of supporting funds and related party transactions
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 management measures for major asset reorganization of listed companies (revised in 2020)
The measures for the administration of financial advisers refer to the measures for the administration of financial advisory business for mergers and acquisitions of listed companies
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
The asset sale agreement signed by FAW Xiali and FAW on December 20, 2019 refers to the asset sale agreement between Tianjin FAW Xiali Automobile Co., Ltd. and China FAW Co., Ltd
Yuan, RMB 1000, RMB 10000 and RMB 100 million refer to RMB, RMB 1000, RMB 10000 and RMB 100 million
element
Note: in this report, there may be differences in the mantissa between the sum of some totals and each addend. These differences are caused by rounding.
1、 Delivery and transfer of assets in this transaction (I) transfer of relevant assets
1. Delivery and transfer of placed assets
On November 13, 2020, China Railway wusheng technology completed the industrial and commercial registration procedures for the change of shareholders and obtained the business license (Unified Social Credit Code: 91110102ma01d9pq5n) issued by Xicheng District market supervision and Administration Bureau of Beijing. 100% equity of China Railway wusheng technology has been transferred to FAW Xiali.
On November 13, 2020, Tianjin company completed the industrial and commercial change registration procedures for the change of shareholders and obtained the approval and issuance of Hedong District market supervision and Administration Bureau of Tianjin
