China Merchants Securities Co.Ltd(600999)
About Henan Lantian Gas Co.Ltd(605368)
The independent financial consultant’s verification opinion that the transaction meets the “small amount fast” audit conditions 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 source Co., Ltd. (hereinafter referred to as “this transaction”) from Changge Yulong Industrial Co., Ltd. by issuing shares. After the completion of this transaction, Changge Lantian will become a wholly-owned subsidiary of Henan Lantian Gas Co.Ltd(605368) .
(I) guidelines for the application of regulatory rules – listing class No. 1
The guidelines for the application of regulatory rules – listing category No. 1 stipulates that the “small amount fast” audit can be applied if the listed company issues shares to purchase assets and meets one of the following circumstances. After being accepted by the CSRC, it will be directly submitted to the M & a committee for deliberation:
1. The cumulative transaction amount in the last 12 months shall not exceed 500 million yuan;
2. The cumulative issued shares in the last 12 months shall not exceed 5% of the total share capital of the listed company before this transaction, and the cumulative trading amount in the last 12 months shall not exceed 1 billion yuan.
“Cumulative transaction amount” refers to the transaction amount of purchasing assets by issuing shares; “Cumulative issued shares” means shares issued for the purchase of assets. The issuance of shares to purchase assets that are not subject to the “small amount quick” audit need not be included in the scope of cumulative calculation.
If the classification results according to the “Lane separation system” belong to the category of prudent review, the “small amount fast” review is not applicable. (II) verification opinions
In this transaction, the transaction amount of the underlying assets is 400 million yuan, no more than 500 million yuan. Except for this transaction, the listed company has no other transactions of purchasing assets by issuing shares in the last 12 months. Therefore, the listed company meets the situation that “the cumulative transaction amount in the last 12 months does not exceed 500 million yuan”. This transaction does not fall into the category of Prudential review according to the classification result of “Lane separation system”.
After verification, the independent financial adviser believes that according to the relevant provisions of the guidelines for the application of regulatory rules – listing class No. 1, as of the date of issuance of this verification opinion, the transaction of the listed company meets the audit conditions of “small amount fast” and can be subject to the audit procedures of “small amount fast”.
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(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) on the verification opinion of Henan Lantian Gas Co.Ltd(605368) this transaction meets the review conditions of “small amount fast”) (sponsor of independent financial adviser:
Wang Huizheng, Liu Haiyan
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
