China Securities Co.Ltd(601066)
About Enn Natural Gas Co.Ltd(600803)
Verification opinions on the purchase and sale of assets within the first 12 months
Enn Natural Gas Co.Ltd(600803) (hereinafter referred to as the "listed company" and " Enn Natural Gas Co.Ltd(600803) ") intends to purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. (hereinafter referred to as "this transaction") by issuing shares and paying cash.
According to the provisions of the measures for the administration of major asset restructuring of listed companies: if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of the reorganization management measures need not be included in the scope of cumulative calculation. If the CSRC has other provisions on the cumulative period and scope of major asset restructuring specified in paragraph 1 of Article 13 of the reorganization management measures, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets.
China Securities Co.Ltd(601066) (hereinafter referred to as "independent financial advisor") as the independent financial advisor of Enn Natural Gas Co.Ltd(600803) this transaction, checked the purchase and sale of assets of Enn Natural Gas Co.Ltd(600803) in the 12 months before this transaction. The specific verification opinions are as follows:
The assets purchased and sold by Listed Companies in the last 12 months are as follows:
(I) sale of 40% equity of Xinneng Phoenix (Tengzhou) energy Co., Ltd
In order to further focus on the main business of natural gas, the listed company signed the framework agreement on equity transfer between Enn Natural Gas Co.Ltd(600803) , Langfang Huayuan Energy Technology Co., Ltd. and Levima Advanced Materials Corporation(003022) Xinneng Phoenix (Tengzhou) energy Co., Ltd. on February 18, 2021, The listed company intends to sell 40% of the shares held by Xinneng Phoenix (Tengzhou) energy Co., Ltd. (hereinafter referred to as "Tengzhou company") to Levima Advanced Materials Corporation(003022) (listed company on Shenzhen Stock Exchange, stock code " Levima Advanced Materials Corporation(003022) ", securities referred to as " Levima Advanced Materials Corporation(003022) ", hereinafter referred to as " Levima Advanced Materials Corporation(003022) ").
The listed company held the 28th meeting of the 9th board of directors on March 29, 2021, deliberated and adopted the proposal on the proposed signing of equity transfer agreement and related party transactions on the equity sale of Tengzhou company, and the related directors Mr. Wang Yusuo, Mr. Wang Zizheng and Mr. Zhao Linghuan avoided voting on the proposal. The independent directors expressed their prior approval opinions and independent opinions on the signing of the equity transfer agreement. On the same day, the listed company and Levima Advanced Materials Corporation(003022) signed the equity transfer agreement on Xinneng Phoenix (Tengzhou) energy Co., Ltd., and the transaction price of 40% equity of Tengzhou company was 575886200 yuan. On April 15, 2021, the listed company held the second extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on signing equity transfer agreement and related party transactions on the equity sale of Tengzhou company. Tengzhou company completed the industrial and commercial change / filing registration procedures on May 10, 2021.
The above transactions and the underlying assets of this reorganization are not owned or controlled by the same transaction party.
(II) purchase 100% equity of Langfang Xin'ao Gaobo Technology Co., Ltd
The listed company plans to purchase 100% equity of Langfang Xinao Gaobo Technology Co., Ltd. (hereinafter referred to as "Gaobo technology") held by Xinao high tech Industry Co., Ltd. The listed company held the 37th meeting of the ninth board of directors on November 17, 2021, deliberated and adopted the proposal on the purchase of equity and related party transactions by holding subsidiaries, and the related directors Mr. Wang Yusuo, Mr. Wang Zizheng, Mr. Jiang Chenghong and Ms. Zhang Jin avoided voting on the proposal. The independent directors expressed their prior approval opinions and independent opinions on the equity purchase. According to the asset appraisal report issued by Hebei Liqian Asset Appraisal Co., Ltd. (Liqian pingbao Zi [2021] No. 067), after the implementation of the appraisal procedures, the appraisal value of all shareholders' rights and interests of Gaobo technology on the benchmark date of November 10, 2021 is 617684 million yuan. On the basis of referring to the above evaluation value, both parties negotiated and determined that the transaction price is 617684 million yuan. As of the date of issuance of this verification opinion, the settlement of the purchase of 100% equity of Gaobo technology by the holding subsidiary of the listed company has not been completed.
The transaction belongs to the situation that the underlying assets of the transaction are owned or controlled by the same transaction party as stipulated in Article 14 of the reorganization management measures, which shall be included in the cumulative calculation scope of this reorganization.
After verification, in addition to the above transactions, the listed company has not purchased or sold other assets or purchased or sold assets related to this transaction within 12 months before the date of the meeting of the board of directors of the listed company to review this transaction plan.
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(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) verification opinions on the purchase and sale of assets within 12 months before Enn Natural Gas Co.Ltd(600803) this transaction) sponsor of independent financial adviser:
Zeng kunjie, Zhong Yu
China Securities Co.Ltd(601066) mm / DD / yyyy
