China Merchants Securities Co.Ltd(600999)
About Henan Lantian Gas Co.Ltd(605368) this transaction
Commitment issued by the independent financial advisor on the basis of full due diligence and verification
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) ," listed company "or" company ") intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as" Changge Lantian ") from Changge Yulong Industrial Co., Ltd. by issuing shares (hereinafter referred to as" this transaction "or" this reorganization "). 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 advisor") serves as the independent financial advisor of Henan Lantian Gas Co.Ltd(605368) this restructuring, and makes the following commitments on the basis of full due diligence and approval:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with laws, administrative regulations and the provisions of the CSRC, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company and the counterparty;
2. The independent financial advisor has fully verified the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan entrusted by the listed company to the independent financial adviser to issue opinions complies with laws, regulations and relevant provisions of the CSRC and the stock exchange, and the information disclosed is true, accurate and complete without false records, misleading statements or major omissions;
4. Professional opinions on this transaction have been submitted to the independent financial advisor's core institution for review, and the core institution agrees to issue such professional opinions;
5. The independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
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China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
