China Securities Co.Ltd(601066)
about
Enn Natural Gas Co.Ltd(600803)
Issuing shares and paying cash to purchase assets and related party transactions
Industrial policies and transaction types
of
Special verification opinions
Independent financial advisor
April, 2002
According to the requirements of normative documents such as the implementation plan of the merger and reorganization examination and separation system of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the notice on cooperating with the relevant work of the merger and reorganization examination and separation system of the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), China Securities Co.Ltd(601066) (hereinafter referred to as "the independent financial consultant") as the independent financial consultant of Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as " Enn Natural Gas Co.Ltd(600803) " listed company ") for issuing shares and paying cash to purchase assets and related party transactions (hereinafter referred to as" the asset reorganization "or" the transaction "), whether the transaction belongs to the industry that focuses on supporting the promotion of mergers and acquisitions, whether it belongs to the same industry or upstream and downstream mergers and acquisitions Special verification has been conducted on whether it constitutes reorganization and listing, whether it involves the issuance of shares, and whether the listed company has not been closed by the CSRC. The opinions are as follows: 1 Verification content (I) whether the industries or enterprises involved in this asset reorganization belong to the "leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" and the "separate channel system for the examination and approval of M & a" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology Questions and answers related to the industrial policy requirements of "Exemption / fast track" (October 19, 2018) "High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading required by the CPC Central Committee and the State Council" and other industries or enterprises that focus on supporting the promotion of merger and reorganization
According to the transaction plan, the listed company plans to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as "ENN Zhoushan" and "target company") jointly held by ENN Technology Development Co., Ltd., ENN Group Co., Ltd. and ENN holding Investment Co., Ltd. by issuing shares and paying cash, of which, The listed company plans to issue shares to ENN technology to purchase 45% equity of ENN Zhoushan held by it, and plans to pay cash to ENN technology, ENN group and ENN holdings to purchase 25%, 15% and 5% equity of ENN Zhoushan held by it respectively. The cash consideration shall be paid by ENN Tianjin, a wholly-owned subsidiary of the listed company.
According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, Enn Natural Gas Co.Ltd(600803) belongs to "D45 gas production and supply industry", and the LNG terminal construction and operation business of the subject company belongs to "D45 gas production and supply industry", which does not belong to automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine Leading enterprises in agricultural industrialization and other industries or enterprises that focus on supporting the promotion of merger and reorganization do not belong to high-end CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy, biological industry, or other industries that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
After verification, The independent financial adviser believes that the industries and enterprises involved in this transaction do not belong to the "leading enterprises in automobile, iron and steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" and the "separate channel system for examination and approval of merger and reorganization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology "High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council" added in the questions and answers to the requirements of the "Exemption / fast track" industrial policy (October 19, 2018) And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions. (II) whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions
In this transaction, the industry of the listed company is gas production and supply industry, and its main business includes natural gas direct sales, natural gas retail, comprehensive energy business, extension business, engineering construction and installation business, coal and methanol business. The industry of the target company is gas production and supply industry, and its main business is LNG unloading, storage, liquid export, gasification processing, gasification export and pipeline transportation services, which is one of the important links of the natural gas industry chain. Therefore, the transaction types involved in this exchange belong to the same industry or upstream and downstream mergers and acquisitions.
After verification, the independent financial adviser believes that the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions. (III) whether this transaction constitutes reorganization and listing
The controlling shareholder and actual controller of the listed company have not changed before and after this transaction, and this transaction will not lead to the change of the control right of the listed company. Therefore, this transaction does not constitute the transaction situation stipulated in Article 13 of the measures for the administration of major asset restructuring of listed companies, that is, it does not constitute reorganization and listing.
After verification, the independent financial adviser believes that this transaction will not lead to the change of control of the listed company and does not constitute the reorganization and listing specified in Article 13 of the reorganization management measures. (IV) whether this transaction involves the issuance of shares
According to the transaction plan, Enn Natural Gas Co.Ltd(600803) plans to purchase 90% equity of ENN Zhoushan jointly held by ENN Technology Development Co., Ltd., ENN Group Co., Ltd. and ENN holding Investment Co., Ltd. by issuing shares and paying cash, of which, the listed company plans to issue shares to ENN technology to purchase 45% equity of ENN Zhoushan held by it, and plans to issue shares to ENN technology, ENN group ENN holdings paid cash to purchase 25%, 15% and 5% of its equity in ENN Zhoushan, and the cash consideration was paid by ENN Tianjin, a wholly-owned subsidiary of the listed company. Therefore, this transaction involves the issuance of shares.
After verification, the independent financial adviser believes that this trading group involves the issuance of shares by listed companies. (V) whether the listed company has been placed on file for inspection by the CSRC and has not been closed
According to the confirmation of the listed company and the results of the independent financial consultant's inquiry of relevant public information, the independent financial consultant believes that as of the date of issuance of this verification opinion, the listed company has not been filed and audited by the CSRC and has not been closed.
2、 Independent financial advisor's concluding comments
After verification, the independent financial adviser believes that:
1、 The industries and enterprises involved in this transaction do not belong to the "leading enterprises in automobile, iron and steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" and the "Exemption / fast track" of the audit and separation system for merger and reorganization "determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology "High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading required by the CPC Central Committee and the State Council" added in the relevant questions and answers to the requirements of industrial policies (October 19, 2018) And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions;
2. The transaction types involved in this exchange belong to the same industry or upstream and downstream mergers and acquisitions;
3. This reorganization does not constitute reorganization and listing;
4. This transaction involves the issuance of shares;
5. As of the date of issuance of this verification opinion, Enn Natural Gas Co.Ltd(600803) there is no case that has not been closed by the CSRC. (no text below)
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) special verification opinions on Enn Natural Gas Co.Ltd(600803) issuing shares and paying cash to purchase assets and related party transactions) sponsor of independent financial adviser:
Zeng kunjie, Zhong Yu
China Securities Co.Ltd(601066) mm / DD / yyyy
