China Merchants Securities Co.Ltd(600999)
About Henan Lantian Gas Co.Ltd(605368) this transaction
Verification opinions of independent financial advisers on industrial policies and transaction types
Henan Lantian Gas Co.Ltd(605368) (hereinafter referred to as " Henan Lantian Gas Co.Ltd(605368) " or "listed company") intends to purchase 52% equity of Changge Lantian new energy Co., Ltd. (hereinafter referred to as "Changge Lantian") held by 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") as the independent financial advisor of Henan Lantian Gas Co.Ltd(605368) this transaction, in accordance with the requirements of the guidance for the application of regulatory rules - listing class No. 1 and other regulations of the CSRC, issued the following verification opinions on the relevant matters involved in Henan Lantian Gas Co.Ltd(605368) this transaction:
(I) verification contents
1、 Whether the industry or enterprise involved in this reorganization is determined by the guidelines for the application of regulatory rules - listing class No. 1 of the CSRC "Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry "
Verified by the independent financial advisor:
The listed company is mainly engaged in pipeline natural gas business and urban gas business in Henan Province. The target company Changge Lantian is engaged in urban gas business in Changge City, Henan Province. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industries of listed companies and Changge Lantian are "gas production and supply industry" in "power, heat, gas and water production and supply industry", and the industry code is "D45". So, The industries or enterprises involved in this reorganization do not belong to the industries identified in the guidelines for the application of regulatory rules - listing class No. 1 "Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry ". 2. Whether the transaction type of this reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, constituting reorganization and listing
Verified by the independent financial advisor:
The listed company is mainly engaged in pipeline natural gas business and urban gas business in Henan Province. The target company Changge Lantian is engaged in urban gas business in Changge City, Henan Province. Both companies belong to "gas production and supply industry" Henan Lantian Gas Co.Ltd(605368) is mainly engaged in the pipeline natural gas business, which belongs to the midstream business of natural gas. The urban natural gas business of Changge Lantian belongs to the downstream business of natural gas. Henan Lantian Gas Co.Ltd(605368) is the main natural gas supplier of Changge Lantian, and the two companies belong to the upstream and downstream relationship.
The control of the listed company has not changed in the last 36 months. Before this transaction, the controlling shareholder of the listed company was Lantian group and the actual controller was Li Xinhua. This transaction did not result in any change in the control of the listed company. Therefore, this transaction does not constitute reorganization and listing.
To sum up, this restructuring transaction belongs to upstream and downstream M & A of the same industry, and does not constitute restructuring and listing.
3. Whether the reorganization involves the issuance of shares
Verified by the independent financial advisor:
The restructured listed company plans to issue shares to Changge Yulong Industrial Co., Ltd. to purchase 52% equity of Changge Lantian. Therefore, this reorganization involves the issuance of shares.
4. Whether the listed company has been filed for inspection by the CSRC and has not been closed
Verified by the independent financial advisor:
As of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
(II) independent financial advisor's concluding comments
After due diligence and careful verification of information disclosure documents such as the restructuring report, the independent financial adviser believes that:
1、 The industries or enterprises involved in this reorganization do not belong to the industries identified in the guidelines for the application of regulatory rules - listing class No. 1 "Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry ";
2. The transaction type of this reorganization belongs to upstream and downstream mergers and acquisitions in the same industry, which does not constitute reorganization and listing;
3. The reorganization involves the issuance of shares;
4. As of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
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(there is no text on this page, which is the signature page of China Merchants Securities Co.Ltd(600999) independent financial advisor's verification opinions on Henan Lantian Gas Co.Ltd(605368) the industrial policies and transaction types of this transaction) sponsor of Independent Financial Advisor:
Wang Huizheng, Liu Haiyan
China Merchants Securities Co.Ltd(600999) mm / DD / yyyy
