Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Inner Mongolia Jinhe Holding Co., Ltd
Continuous supervision opinions on the acquisition of Jinhe Biotechnology Co.Ltd(002688)
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "the financial consultant") was employed as Inner Mongolia Jinhe Holding Co., Ltd. (hereinafter referred to as "Jinhe holding") to implement the division of existence through the controlling shareholder of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as "the company", " Jinhe Biotechnology Co.Ltd(002688) " and "listed company") Inner Mongolia Jinhe construction and installation Co., Ltd. (hereinafter referred to as "Jinhe construction and installation") The newly established company Jinhe holdings is the financial adviser for the changes in equity caused by the acquisition of shares of the listed company.
According to relevant laws and regulations, the continuous supervision period starts from the date when the listed company announces the acquisition report to 12 months after the completion of the acquisition (i.e. August 18, 2020 to July 16, 2022).
Jinhe Biotechnology Co.Ltd(002688) announced the annual report of 2021 on April 22, 2022. According to the administrative measures for the acquisition of listed companies and other regulations, the financial consultant issued this continuous supervision opinion through daily communication and in combination with Jinhe Biotechnology Co.Ltd(002688) 2021 annual report.
1、 Delivery or transfer of trading assets
(I) overview of the transaction and performance of reporting and announcement obligations during the implementation of the acquisition
This acquisition is the division of Jinhe Jian'an, the controlling shareholder of Jinhe Biotechnology Co.Ltd(002688) company, into Jinhe Jian'an (surviving company) and Jinhe holding (newly established company) in the form of survival and division according to the needs of business development. The shares of the company previously held by Jinhe Jian'an will be inherited and held by Jinhe holding.
On May 5, 2020, Jinhe Jian'an held a shareholders' meeting to pass the resolution on this division.
On May 8, 2020, Jinhe Jian'an issued the separation announcement in Hohhot daily.
On June 1, 2020, Jinhe Jian'an and all its shareholders signed the division agreement on the existing division of Jinhe Jian'an.
On June 30, 2020, Jinhe Jian'an and Jinhe holding respectively obtained the business license issued by Tuoketuo county market supervision and Administration Bureau for this division.
On August 10, 2020, Jinhe Jian'an and hejinhe holdings signed the separation agreement to confirm the relevant contents of the separation agreement signed by Jinhe Jian'an and all its shareholders on June 1, 2020.
On August 18, 2020, Jinhe Biotechnology Co.Ltd(002688) issued the acquisition report and other relevant documents on the above acquisition.
On May 20, 2021, Jinhe Jian'an transferred 104000000 shares to Jinhe holdings and completed the transfer registration procedures.
On July 16, 2021, Jinhe Jian'an transferred the remaining 137758670 shares to Jinhe holdings and completed the transfer registration procedures.
Jinhe Biotechnology Co.Ltd(002688) the progress of the acquisition and the resulting changes in share rights and interests has been reported on May 15, 2020, July 14, 2020, August 11, 2020, August 18, 2020, September 15, 2020, October 14, 2020, November 12, 2020, December 11, 2020, January 9, 2021, February 6, 2021, March 6, 2021, April 6, 2021, May 6, 2021 On May 24, 2021, June 22, 2021, July 9, 2021 and July 20, 2021, the obligation of announcement was fulfilled according to law.
(II) delivery or transfer of ownership of this acquisition
After the transfer registration of relevant shares was completed on July 16, 2021, all the shares of the company held by the original Jinhe Jian'an were inherited and held by Jinhe holding. This acquisition has been completed.
(III) verification opinions of Financial Consultant
After verification, as of the issuance date of this continuous supervision opinion, the acquirer and the listed company have timely fulfilled the obligation of information disclosure on this acquisition in accordance with the regulations, the acquirer has gone through the procedures of share transfer registration, and fulfilled the obligation of reporting and announcement in accordance with the law.
2、 On the standardized operation of acquirers and listed companies according to law
(I) relevant provisions on whether the acquirer violates the governance and internal control system of listed companies
Prior to this acquisition, the listed company has established corporate governance systems such as the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the independent director system and the working rules of the Secretary of the board of directors, and formulated financial management system, internal audit system, procedures and rules for major business decisions such as the use of raised funds, related party transactions, external guarantee, external investment and control over subsidiaries.
After verification, as of the date of issuance of this continuous supervision opinion, the changes of directors, supervisors and senior executives of the company have strictly followed the corresponding laws and regulations and company systems, the above corporate governance system and internal control system have not been revised and updated, and the acquirer has not been found to violate the relevant provisions of the governance and internal control system of listed companies.
(II) whether the controlling shareholder or actual controller has any circumstances that harm the interests of the listed company
As of the issuance date of this continuous supervision opinion, the controlling shareholder of the listed company is Jinhe holdings, and the actual controllers are Wang Dongxiao, Lu Mudan, Lu Manman, Wang Zhijun and Wang Xiaoying.
During the period of continuous supervision, the controlling shareholders and actual controllers of the listed company can abide by laws, administrative regulations and relevant provisions of the CSRC and Shenzhen Stock Exchange, and exercise the shareholder rights of Jinhe Biotechnology Co.Ltd(002688) in accordance with the law, without damaging the interests of the listed company.
(III) whether the purchaser is involved in punishment during the continuous supervision period
After reviewing the public information such as the information disclosure of listed companies and the information disclosure network of major tax violation cases, the information query website of the national court Executees, and the China judicial documents network, as of the date of issuance of this continuous supervision opinion, the acquirer Jinhe Holdings has not been subject to any judicial or administrative punishment.
(IV) standardized operation of listed companies according to law
1. Information disclosure of listed companies
The financial advisor reviewed the information publicly disclosed by the listed company during the continuous supervision period. The listed company can truly, accurately, completely and timely perform the obligation of information disclosure in accordance with relevant laws and regulations and the company's information disclosure management system. There are no false records, misleading statements and major omissions in the information disclosure.
2. Relevant provisions on whether the listed company violates the corporate governance and internal control system
Listed companies operate in accordance with the provisions of the China Securities Regulatory Commission on the governance of listed companies and the requirements of the Listing Rules of the Shenzhen Stock Exchange, and have established a good corporate governance structure and a standardized internal control system.
During the continuous supervision period, no violation of the relevant provisions of the corporate governance and internal control system was found in the listed company.
(V) verification opinions of the financial advisor
After verification, the financial consultant believes that Jinhe Biotechnology Co.Ltd(002688) has operated in accordance with the provisions of the CSRC on the governance of listed companies and the requirements of the Listing Rules of Shenzhen Stock Exchange, and has established a good corporate governance structure and a standardized internal control system. During the continuous supervision period, the acquirer Jinhe holdings and the listed company did not violate the relevant provisions of the corporate governance and internal control system, and the controlling shareholders and actual controllers of the listed company did not infringe the interests of the listed company.
3、 Fulfillment of public commitments by the acquirer
(I) commitment to avoid horizontal competition
In order to avoid possible horizontal competition in the future, Jinhe Holdings has issued the letter of commitment on avoiding horizontal competition. The commitments are as follows:
"The promisor will not directly or indirectly engage in or participate in any business and activities that are the same as, similar to or constitute any commercial competition with the listed company, or have the interests of any economic entity, institution or economic organization competing with the listed company, or obtain the control of the economic entity, institution or economic organization in any other form within and outside China.
Unless the promisor is no longer the controlling shareholder of the listed company, this commitment is always valid. If the promisor violates the above commitments and causes actual losses to the listed company or its controlled enterprises, the promisor shall be liable for compensation. "
Before and after the acquisition, Jinhe Biotechnology Co.Ltd(002688) the actual controller remains unchanged. The actual controllers Wang Dongxiao, Lu Mudan, Lu Manman, Wang Zhijun and Wang Xiaoying have issued the letter of commitment to avoid horizontal competition. The commitments are as follows:
"The promisor will not directly or indirectly engage in or participate in any business and activities that are the same as, similar to or constitute any commercial competition with Jinhe Biotechnology Co.Ltd(002688) within or outside China in any way, or have the rights and interests of any economic entity, institution or economic organization competing with Jinhe Biotechnology Co.Ltd(002688) or obtain the control of such economic entity, institution or economic organization in any other form."
(II) commitment to reduce and regulate related party transactions
In order to regulate and reduce the possible related party transactions in the future, Jinhe Holdings has issued the letter of commitment on reducing and regulating related party transactions. The commitments are as follows:
Exercise shareholders' rights in accordance with the articles of association, decision-making system of related party transactions and other relevant provisions; When the general meeting of shareholders votes on related party transactions involving the promisor and other enterprises controlled by the promisor (if any, excluding listed companies and enterprises controlled by them, the same below), perform fair decision-making procedures such as related party transaction decision-making and avoidance of voting.
2. The promisor and other enterprises controlled by the promisor will avoid related party transactions with listed companies as far as possible; For related party transactions that cannot be avoided or occur for reasonable reasons, we will follow the principles of market justice, fairness and openness, conduct transactions at fair and reasonable market prices, sign agreements according to law, perform legal procedures, perform information disclosure obligations and handle relevant approval procedures in accordance with the articles of association of listed companies, relevant laws and regulations, Shenzhen Stock Exchange Stock Listing Rules and other relevant provisions, Guarantee not to damage the legitimate rights and interests of listed companies and other shareholders through related party transactions.
3. Do not use the position and influence of the promisor in the listed company to seek the right of the listed company to be superior to the third party in the market in terms of business cooperation or to seek the priority right to conclude transactions with the listed company. For the construction and maintenance projects of listed companies and their subsidiaries, Inner Mongolia Jinhe construction and installation Co., Ltd. and other enterprises will compete fairly with other enterprises in the same industry at a fair market price.
4. The promisor will put an end to all acts of illegally occupying the funds and assets of the listed company. If the listed company provides guarantee to the promisor and other enterprises controlled by the promisor, it shall perform relevant decision-making and information disclosure procedures in strict accordance with the provisions of laws and regulations.
5. If actual losses are caused to the listed company or its controlled enterprises due to violation of the above commitments, the promisor shall be liable for compensation.
6. The above commitments shall remain valid during the period when the promisor directly or indirectly controls the listed company and the listed company maintains the listing status. "
Before and after the acquisition, Jinhe Biotechnology Co.Ltd(002688) the actual controller has not changed. The actual controllers Wang Dongxiao, Lu Mudan, Lu Manman, Wang Zhijun and Wang Xiaoying have issued the letter of commitment on reducing and standardizing related party transactions. The commitments are as follows:
"1. The promisor will strictly abide by relevant laws, regulations, normative documents, the articles of association of the listed company and the decision-making system of related party transactions and other relevant provisions to exercise shareholders' rights; at the general meeting of shareholders, the promisor and other enterprises controlled by the promisor (if any, excluding the listed company and its controlled enterprises, the same below) When voting on related party transactions, perform fair decision-making procedures such as related party transaction decision-making and avoidance of voting.
2. The promisor and other enterprises controlled by the promisor will avoid related party transactions with listed companies as far as possible; For related party transactions that cannot be avoided or occur for reasonable reasons, we will follow the principles of market justice, fairness and openness, conduct transactions at fair and reasonable market prices, sign agreements according to law, perform legal procedures, perform information disclosure obligations and handle relevant approval procedures in accordance with the articles of association of listed companies, relevant laws and regulations, Shenzhen Stock Exchange Stock Listing Rules and other relevant provisions, Guarantee not to damage the legitimate rights and interests of listed companies and other shareholders through related party transactions.
3. Do not use the position and influence of the promisor in the listed company to seek the right of the listed company to be superior to the third party in the market in terms of business cooperation or to seek the priority right to conclude transactions with the listed company. For the construction and maintenance projects of listed companies and their subsidiaries, Inner Mongolia Jinhe construction and installation Co., Ltd. and other enterprises will compete fairly with other enterprises in the same industry at a fair market price.
4. The promisor will put an end to all acts of illegally occupying the funds and assets of the listed company. If the listed company provides guarantee to the promisor and other enterprises controlled by the promisor, it shall perform relevant decision-making and information disclosure procedures in strict accordance with the provisions of laws and regulations.
5. If actual losses are caused to the listed company or its controlled enterprises due to violation of the above commitments, the promisor shall be liable for compensation.
6. The above commitments shall remain valid during the period when the promisor directly or indirectly controls the listed company and the listed company maintains the listing status. "
After verification, the financial consultant believes that there is no violation of the above commitments by relevant subjects during the continuous supervision period.
4、 Implementation of follow-up plans by the acquirer
(I) plans to change or adjust the main business of the listed company in the next 12 months
According to the acquisition report, except for the relevant matters involved in this acquisition, the acquirer and its persons acting in concert have no plans to change or adjust the main business of the listed company in the next 12 months. In the next 12 months, if the main business needs to be adjusted according to the actual situation of the listed company or the requirements of regulatory regulations, the acquirer will perform the corresponding procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations.
After verification, the financial advisor believes that during the continuous supervision period, the acquirer Jinhe holdings did not propose to the listed company to adjust its main business.
(II) plans for the sale, merger, joint venture or cooperation with others of the assets and businesses of the listed company and its subsidiaries in the next 12 months, or restructuring plans for the listed company to purchase or replace assets
According to the acquisition report, the acquirer and its persons acting in concert have no plans to sell, merge, joint venture or cooperate with others on the assets and businesses of the listed company and its subsidiaries in the next 12 months, or the listed company plans to purchase or replace the assets
