China Merchants Securities Co.Ltd(600999)
about
Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions
of
Independent financial advisor Report
Independent financial advisor
Date of signature: April, 2002
Statement and commitment
China Merchants Securities Co.Ltd(600999) accepts the entrustment of Henan Lantian Gas Co.Ltd(605368) to act as the independent financial adviser for the purchase of assets and related party transactions in this issuance of shares, and prepare this report.
This report is based on relevant laws and regulations such as the company law, the securities law, the measures for the administration of reorganization, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, the standards for the contents and forms of information disclosure of companies offering securities to the public No. 26 - major asset reorganization of listed companies, and the meeting resolutions, relevant agreements, audit reports provided by the trading parties The asset appraisal report and the relevant records and other documents formed by the independent financial consultant in the course of work are issued after careful and due diligence in accordance with the recognized business standards, ethics, honesty, credibility and the spirit of diligence in the securities industry. This report aims to make an independent, objective and fair evaluation of this transaction for the reference of Henan Lantian Gas Co.Ltd(605368) all shareholders and relevant parties: I. statement of independent financial adviser
1. The independent financial advisor has no other interest relationship with Henan Lantian Gas Co.Ltd(605368) and its trading parties, and the relevant opinions expressed on this exchange are completely independent;
2. The documents and materials on which this verification opinion is based are provided by Henan Lantian Gas Co.Ltd(605368) and its counterparty Henan Lantian Gas Co.Ltd(605368) and its counterparties guarantee that the information provided by them is true, accurate and complete without false records, misleading statements or major omissions, and are responsible for the authenticity, accuracy and integrity of the information provided;
3. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions, 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 its counterparties;
4. The fact that the independent financial adviser is very important for issuing opinions and cannot obtain independent evidence support or needs professional knowledge such as law, audit and evaluation to identify, mainly based on the opinions, statements and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units;
5. The independent financial advisor reminds investors that the independent financial advisor's report aims to make an objective and fair evaluation of the transaction and does not constitute any investment advice on Henan Lantian Gas Co.Ltd(605368) shares. The independent financial advisor will not bear any responsibility for the risks arising from any investment decisions made by investors according to the independent financial advisor's report;
6. The independent financial adviser specially invites investors to carefully read the announcement on this transaction issued by Henan Lantian Gas Co.Ltd(605368) board of directors and relevant audit reports, asset evaluation reports and other relevant materials. 2、 Commitment of independent financial advisor
1. Has fulfilled the obligation of due diligence in accordance with the provisions, and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the documents disclosed by the listed company and the counterparty;
2. The documents disclosed by the listed company and the counterparty have been fully verified, and it is believed that the content and format of the disclosure documents meet the requirements;
3. There are sufficient reasons to believe that the major asset restructuring plan entrusted by the listed company with the opinions of independent financial advisers 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. During the period from contact with listed companies to acting as independent financial advisers, strict confidentiality measures have been taken, risk control and internal isolation system have been strictly implemented, and there are no problems of insider trading, market manipulation and securities fraud.
catalogue
Statements and commitments 1. Statement of the independent financial adviser 1 II. The independent financial advisor promises that 2 catalog 3 interpretation 7. Tips on major issues 10 I. overview of the transaction plan 10 II. This transaction constitutes a connected transaction and does not constitute a major asset reorganization and reorganization listing 10 III. appraisal of the subject assets 11 IV. brief information of issuing shares and paying cash to purchase assets 11 v. evaluation and valuation of transaction subject matter Vi. impact of this restructuring on listed companies 14 VII. Decision making process and approval of this transaction 15 VIII. Important commitments made by relevant parties of this reorganization IX. principled opinions of the controlling shareholders of the listed company on this reorganization XX. The share reduction plan of the controlling shareholders, directors, supervisors and senior managers of the listed company from the date of resumption of the reorganization to the completion of the implementation 11. Arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring 21 12. After the completion of this reorganization, the listed company still meets the listing conditions 23 XIII. Recommendation business qualification of independent financial adviser 23 major risk tips 25 I. risks related to this transaction 25 II. Operating risks of the subject company 26 III. other risks Section 1 transaction Overview thirty
1、 Background and purpose of this transaction 30 II. Decision making process and approval of this transaction 32 III. specific scheme of this transaction 33 IV. impact of this restructuring on listed companies 36 V. This transaction constitutes a connected transaction 37 VI. this transaction does not constitute a major asset restructuring 37 VII. This transaction does not constitute reorganization and listing Section 2 basic information of listed companies 39 I. Company Profile 39 II. Establishment of the company and changes in share capital 39 III. share capital structure and top ten shareholders 43 IV. controlling shareholders and actual controllers of the company 44 v. main business development in the last three years 45 VI. main financial data and financial indicators 46 VII. Major asset restructuring in the last three years 47 VIII. Administrative punishment or criminal punishment of the company and its current directors and senior managers in the past three years 47 section 3 basic information of counterparties 49 I. Basic information of the counterparty 49 II. Historical evolution and changes in registered capital in the last three years 49 III. main business development in the last three years 53 IV. main financial indicators in the last two years 53 v. structure chart of property right relationship and basic information of major shareholders 54 VI. names of subordinate enterprises by industrial category 55 VII. Other important information of the counterparty Section IV basic information of the underlying assets 57 I. Basic Information 57 II. Historical evolution 57 III. property right and control relationship sixty-one
4、 Basic information of subordinate enterprises 62 v. ownership of main assets, external guarantee, main liabilities, contingent liabilities and business qualification 62 VI. main business development in the last three years 67 VII. Main audited financial data in the last two years 81 VIII. Relevant description that the underlying asset is equity IX. evaluation related to transaction, capital increase or restructuring in the last three years 84 X. major litigation, arbitration or potential disputes and administrative penalties involved 87 Xi. Accounting policies and related accounting treatment Section 5 issuance of shares 91 I. issuance of shares to purchase assets 91 II. Impact of issuing shares on listed companies Section VI evaluation of the subject matter of the transaction 95 I. Basic information on the evaluation of all shareholders' rights and interests of the subject company II. Income assessment method 98 III. asset based appraisal IV. description of other matters in the appraisal V. analysis of the board of directors on the rationality of the evaluation of the subject assets and the fairness of pricing 143 VI. independent opinions of independent directors on the independence of the evaluation institution, the rationality of the evaluation assumptions and the fairness of transaction pricing Section 7 main contents of this transaction contract I. main contents of the agreement on issuing shares to purchase assets 149 II. Main contents of performance commitment and compensation agreement 155 Section VIII opinions of independent financial adviser 161 I. main assumptions 161 II. Compliance analysis of this transaction 161 III. analysis on the rationality of the pricing of the underlying assets of this transaction and the pricing of the issued shares 167 IV. rationality analysis of this transaction evaluation V. profitability and financial status of the listed company after the completion of this transaction, and whether this transaction is conducive to listing
Analysis and explanation of the company's sustainable development and whether there are problems damaging the legitimate rights and interests of shareholders Vi. analysis of the impact of this transaction on the market position, operating performance, sustainable development ability and corporate governance mechanism of listed companies VII. Asset delivery arrangement agreed in this transaction contract VIII. Verification of whether this transaction constitutes a connected transaction IX. profit compensation arrangements and arrangements to fill in earnings per share involved in this transaction 10. Verification that this transaction complies with the relevant provisions of the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies hiring a third party in investment banking business 184 Xi. Verification that this transaction meets the audit conditions of "small amount fast" 184 section IX core opinions and concluding comments of the independent financial adviser 186 I. China Merchants Securities Co.Ltd(600999) internal audit procedures and core opinions 186 II. Concluding observations one hundred and eighty-seven
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report:
This report refers to the report of China Merchants Securities Co.Ltd(600999) on Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions
Restructuring report refers to the report of Henan Lantian Gas Co.Ltd(605368) issuing shares to purchase assets and related party transactions (Draft)
Henan Lantian Gas Co.Ltd(605368) / company / the company / refers to Henan Lantian Gas Co.Ltd(605368) city company
Yunan pipeline refers to Henan Yunan Gas Pipeline Co., Ltd., the predecessor of the listed company
Changge Lantian / target company refers to Changge Lantian new energy Co., Ltd., formerly known as CGN Yulong (Henan) new energy Co., Ltd
Yulong industry / counterparty refers to Changge Yulong Industry Co., Ltd., the shareholder of Changge Lantian
CGN group refers to Cgn Power Co.Ltd(003816) Group Co., Ltd., the former group company of Changge Lantian
Linjue energy refers to Changge linjue Energy Co., Ltd., a related party of Changge Lantian
Yunan gas refers to Henan Yunan Gas Co., Ltd., a Henan Lantian Gas Co.Ltd(605368) wholly-owned subsidiary
Xinchang gas index
In November 2007, the name was changed to Guangshan Yiguang Industrial Co., Ltd; In January 2010, the name was changed to Guangshan Yiguang Real Estate Co., Ltd; In June 2013, the name was changed to Guangshan Yiguang Trading Co., Ltd; Cancelled on January 23, 2017
This transaction / reorganization refers to Henan Lantian Gas Co.Ltd(605368) plans to issue shares to Yulong industry to purchase 52% equity of Changge Lantian held by it
The transaction target / target asset refers to the 52% equity of Changge Lantian
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies (revised in 2022)
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