Northeast Securities Co.Ltd(000686)
about
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase assets and related party transactions
of
Continuous supervision opinions in 2021
Independent financial advisor
April, 2002
Statement of independent financial adviser
Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "the independent financial adviser") as an independent financial adviser for Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as " Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) ," listed company "or" the company ") to issue shares to purchase assets and related party transactions, The following statement is made for this continuous supervision opinion: the independent financial adviser is in strict accordance with the relevant requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the Administration of financial advisory business of merger and reorganization of listed companies and other legal norms, in accordance with the recognized business standards and ethics of the securities industry, and in the spirit of honesty, credibility, diligence and responsibility, Following the principles of objectivity and impartiality, after careful verification and in combination with the annual report of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) 2021, the company issued the 2021 continuous supervision opinions on Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase assets and related party transactions.
The documents and materials on which the independent financial adviser's continuous supervision opinions on Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase assets and related exchanges are based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and completeness of the information provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and are responsible for the legitimacy, authenticity and Integrity assumes individual and joint liability. The independent financial adviser is responsible for the authenticity, accuracy and completeness of the opinions expressed in this supervision. The independent financial adviser has not entrusted or authorized any other institution or individual to provide information not listed in the continuous supervision opinions of the independent financial adviser and make any explanation or explanation for the continuous supervision opinions of the independent financial adviser.
The independent financial advisor reminds investors that the continuous supervision opinions of the independent financial advisor do not constitute any investment suggestions for Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) and the independent financial advisor will not bear any responsibility for the possible risks of any investment decisions made by investors according to the continuous supervision opinions. The independent financial adviser specially invites investors to carefully read the relevant announcement documents of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) the company.
interpretation
In this verification opinion, unless the context specifies, the following abbreviations have the following meanings:
General terms
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) , the company, the company refers to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (formerly known as " Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai stock listed company Co., Ltd.")
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical and the target company refer to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. (formerly known as " Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd." and "Zhejiang Wanbang Pharmaceutical Co., Ltd.")
The actual controllers refer to Zhao Shouming and Zhuang Hui
The controlling shareholder, Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group refers to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd. (formerly known as "Wenling Wanbang Investment Co., Ltd.")
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd., Jiaxing Jiahao Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership), Wenling Huibang Investment Consulting Co., Ltd., Jiangsu Zhongmao energy conservation and environmental protection industry venture capital fund partnership (limited partnership), Wenling Fubang Investment Consulting Co., Ltd., Qingdao tongyinxin Investment Co., Ltd Nanjing Jinmao traditional Chinese medicine industry venture capital partnership (limited partnership), Taicang Jinmao biomedical venture capital enterprise (limited partnership), Shanghai Qinpu equity investment fund partnership, counterparty refers to enterprise (limited partnership), Taizhou Xili equity investment partnership (limited partnership) Taizhou Guoyu Junan equity investment partnership (limited partnership), Yangzhou Jingxin emerging industry venture capital center (limited partnership), Wuxi Jinmao No. 2 emerging industry venture capital enterprise (limited partnership), Taizhou innovative equity investment partnership (limited partnership), Zhao Shouming, Zhuang Hui, Zhou Guoqi, Du Huanda Xia Yankai, Tong Huihong, Zhang Zhihua, Shen Jianxin, Wang Guohua, Xu Jianliang, Wang Jiping, Zhu Dongfu, Chen Xiaobing
The subject matter and underlying assets of the transaction refer to the 100% equity of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. held by the counterparty
Huibang investment refers to Wenling Huibang Investment Consulting Co., Ltd. (formerly known as "Wenling Wanbang Auto Parts Co., Ltd.", hereinafter referred to as "Wanbang auto parts")
Fubang investment refers to Wenling Fubang Investment Consulting Co., Ltd. (formerly known as "Wenling Wanbang Shipbuilding Co., Ltd.", hereinafter referred to as "Wanbang shipbuilding")
Performance commitment parties refer to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group, Zhao Shouming, Zhuang Hui, Huibang investment and Fubang investment
Five profit forecast compensation agreements between Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd. and Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd. refer to the profit forecast compensation agreement of shareholders of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. and its supplementary agreement
Performance commitment period refers to 2019, 2020, 2021 and 2022
This continuous supervision period refers to 2021
Dongliang Aluminum Co., Ltd
Huzhou Jiacheng refers to Huzhou Jiacheng metal coating Co., Ltd
This transaction, this reorganization, this refers to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase 100% equity of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical
Major asset restructuring
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Independent financial advisor, Northeast Securities Co.Ltd(000686) refers to Northeast Securities Co.Ltd(000686)
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Special note: the data listed in this verification opinion may be slightly different from the sum directly added according to the relevant single data due to rounding.
On January 16, 2020, the China Securities Regulatory Commission issued the notice on Approving the application of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd. to
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group Co., Ltd. and other companies issued the reply to purchase assets by issuing shares (zjxk [2020] No. 116), and
A quasi listed company issues shares to 27 counterparties including Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group to purchase the Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) system it holds in total
Drug 100% equity.
Northeast Securities Co.Ltd(000686) as an independent financial consultant of the listed company for the purchase of assets and related party transactions through the issuance of shares, in accordance with the measures for the administration of reorganization, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies and other laws and regulations
To continuously supervise listed companies and express the following opinions:
1、 Performance of commitments made by all parties in this transaction
In the course of this transaction, the relevant parties have issued a number of commitments, the main contents of which have been listed in Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd
The relevant commitments and performance are disclosed in the report on the purchase of assets by issuing shares and related party transactions of a limited company
The body is as follows:
Performance of commitments of the commitment party
(I) commitment to the authenticity, accuracy and completeness of the information provided
1. The company / I have provided Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) and the intermediary for this transaction
The agency has provided the company with relevant information and documents related to this transaction (including
But not limited to the original written materials, copy materials or oral testimony, etc.), and
Ensure that the copies or copies of the documents and materials provided are consistent with the original or the original. The commitment is consistent in the process of performance, and the signatures and seals of such documents and materials are true. In such, there is no case that the signatory who violates the commitment document has legally authorized and effectively signed the document to ensure the promise.
The authenticity, accuracy and completeness of the information and documents provided shall be guaranteed
In case of false records, misleading statements or major omissions, and
Bear individual and joint legal liabilities for the authenticity, accuracy and integrity of information
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical holding company. The shareholder Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group and 2. The company / I guarantee that all intermediaries in this transaction
Documents and references issued by the company cited in the application documents of Zhao Shouyi, the actual controller
The relevant contents of Mr. and Mrs. Ming and Zhuang Hui have been reviewed by the company, and it is confirmed that the transaction application document should not make a commitment. In the process of performance, Huibang investment, the actor, has made false records, misleading statements or major legacy due to the above contents, and there is no omission in violation of the commitment and Fubang investment. If there are false records, misleading statements or repeated promises due to the information provided.
If the investor or the other party makes a joint and several loss to the company, they will bear the joint and several liability according to law. Fubang investment, Zhao Shouming, 3. The company / I guarantee that if the information provided or disclosed by this exchange
Zhuang Hui was arrested by the judicial organ on suspicion of false records, misleading statements or major omissions
If the case is filed for investigation or is filed for investigation by the CSRC, the case shall be closed after the investigation
The company will not transfer the shares in Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) which the company has an interest in until it is clear,
And submit the written application for suspension of transfer and the stock account to the board of directors of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) within two trading days after receiving the notice of filing and inspection. None of the Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) directors violates the commitment to apply for locking to the stock exchange and the registration and Clearing Company on behalf of the company; No promise.
If the lock application is submitted within two trading days, the board of directors of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) shall be authorized to approve it
In fact, the company shall directly submit the personal information of the company to the stock exchange and the registration and settlement company
Copy of information and account information and apply for locking Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) the board of directors did not report to the securities
The exchange and the registration and settlement company shall submit the identity information and accounts of the company
Performance of commitments of the commitment party
The stock exchange and the registration and Clearing Company are authorized to directly lock the relevant information
shares. If the investigation concludes that there are violations of laws and regulations, the company / myself
Commit to lock up shares and voluntarily use them for relevant investor compensation arrangements.
4. During the period of participating in this transaction, the company / I will comply with relevant laws
Regulations, rules, relevant provisions of the CSRC and Shenzhen Stock Exchange,
Timely disclose the information related to this transaction to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) and guarantee the authenticity, accuracy and completeness of the information in the performance of such letters and commitments, and ensure that such information is free from falsehood, violation of such false records, misleading statements or major omissions. The situation of Nuo.
In case of violation of the above guarantee, the company / I am willing to bear individual and joint legal liabilities
