China Merchants Securities Co.Ltd(600999)
About Henan Lantian Gas Co.Ltd(605368)
Purchase and sale of assets within 12 months before the transaction
Verification opinion of independent financial advisor
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) " or "listed company") intends to purchase 52% of the equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Changge Lantian") held by it from Changge Yulong Industrial Co., Ltd. (hereinafter referred to as "this transaction" or "this reorganization") by issuing shares. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as "the independent financial adviser") as the independent financial adviser of Henan Lantian Gas Co.Ltd(605368) this transaction, according to the measures for the administration of material asset restructuring of listed companies (hereinafter referred to as "the measures for the administration of restructuring") and the standard for the content and format of information disclosure by companies offering securities to the public No. 26 - material asset restructuring of listed companies (revised in 2022), and other relevant provisions, The assets purchased and sold by Henan Lantian Gas Co.Ltd(605368) in the 12 months prior to the transaction were carefully checked, as follows:
(I) asset transactions of Listed Companies in the last 12 months
1. Cash acquisition of 48% equity of Changge Lantian
On December 15, 2021, the 15th meeting of the 5th board of directors of the listed company deliberated and adopted the proposal on acquiring 48% equity of CGN Yulong held by Yulong industry. On December 16, 2021, the listed company signed the equity transfer agreement with Yulong industry. The listed company acquired 48% equity of Changge Lantian held by Yulong industry in cash at a transfer price of 339444700 yuan. On January 16, 2022, Changge Lantian completed the industrial and commercial change registration of the equity transfer.
The above assets acquired by the listed company in cash and the subject assets of this reorganization are the same subject company.
2. Cash acquisition of 100% equity of Changge linjue Energy Co., Ltd. (hereinafter referred to as "linjue energy"). On April 2, 2022, the listed company signed the equity transfer agreement with Changge Lianfeng Stainless Steel Co., Ltd. the listed company acquired 100% equity of linjue energy held by Changge Lianfeng Stainless Steel Co., Ltd. in cash at a transfer price of 5.6 million yuan. On April 20, 2022, linjue energy completed the industrial and commercial change registration of the equity transfer.
Yue Pengtao, the actual controller of linjue energy, is the son of Yue Chaoren, the actual controller of Yulong industry, the counterparty of this restructuring.
(II) opinions of independent financial consultant
After verification, the independent financial adviser believes that:
1. In the first 12 months of this transaction, the listed company purchased 48% equity of Changge Lantian and 100% equity of linjue energy in cash;
2. The listed company's cash acquisition of 48% equity of Changge Lantian and 100% equity of linjue energy belongs to the acquisition of the same or related assets as this transaction, which must be included in the cumulative calculation scope of this transaction in accordance with the provisions of the reorganization management measures.
(no text below)
(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) on the verification opinions of independent financial adviser on the purchase and sale of assets within 12 months before Henan Lantian Gas Co.Ltd(605368) this transaction) sponsor of independent financial adviser:
Wang Huizheng, Liu Haiyan
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
