Citic Securities Company Limited(600030)
about
Synthesis Electronic Technology Co.Ltd(300479)
Detailed equity change report
of
Verification opinions of financial advisor
Name of listed company: Synthesis Electronic Technology Co.Ltd(300479)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Synthesis Electronic Technology Co.Ltd(300479)
Stock Code: Synthesis Electronic Technology Co.Ltd(300479)
Financial advisor
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
Signed on: April 2022
catalogue
1、 Special statement 3 II. Interpretation 5 III. The financial advisor promises 6 IV. verification opinions of the financial consultant 7 (I) verification of the contents of the detailed equity change report 7 (II) verification of the purpose of this equity change of the information disclosure obligor 7 (III) verification of the change of rights and interests of the information disclosure obligor 8 (IV) verification of the equity increase and decrease plan of the listed company of the information disclosure obligor in the next 12 months 8 (V) verification of the subject qualification, economic strength, management ability and credit status of the information disclosure obligor 9 (VI) guidance to information disclosure obligors 23 (VII) check the capital source and legitimacy of this equity change 23 (VIII) verification of authorization and approval procedures for this transaction 24 (IX) verification of transitional arrangements 25 (x) check the follow-up plan of this equity change 26 (XI) verification of the impact analysis of this equity change on listed companies 29 (XII) verification of major transactions between information disclosure obligors and listed companies (XIII) restrictions on share rights of listed companies and other compensation arrangements involved in this equity change
check...... (XIV) verification of the trading of shares of Listed Companies in the first six months 33 (XV) verification of other major matters 34 (XVI) financial advisor's concluding comments thirty-five
1、 Special statement
Citic Securities Company Limited(600030) accepted the entrustment of the information disclosure obligor to act as the financial adviser of this transaction. In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies and other laws, regulations and normative documents, In accordance with the business standards and ethics recognized by the industry, and in the spirit of honesty, credit and diligence, the financial consultant has verified the relevant information and materials of this equity change, and issued verification opinions on the contents disclosed in the Synthesis Electronic Technology Co.Ltd(300479) detailed equity change report prepared by the information disclosure obligor for the reference of investors and relevant parties.
The financial advisor issues the verification opinions of the financial advisor based on the principles of independence, objectivity and impartiality, and hereby makes the following statement:
(I) the relevant data provider has assured the financial advisor that it is responsible for the authenticity, accuracy, completeness and timeliness of the written materials, documents or oral testimony provided by it; There are no major omissions that may lead to the inaccuracy or misleading of this verification opinion.
(II) the financial consultant has fulfilled the obligation of due diligence and practice procedures in accordance with the regulations, and has the obligation of honesty, credibility and diligence for the authenticity, accuracy and completeness of the verification opinions. The contents of the opinions are only limited to the detailed report on changes in equity. Unless otherwise required by the regulatory authority, the financial advisor will not comment on other aspects related to this equity change.
(III) for the facts that are crucial to this verification opinion and cannot be supported by independent evidence or need legal, audit, evaluation and other professional knowledge to identify, the financial consultant makes judgment based on the opinions, statements and other documents issued by relevant government departments, law firms, accounting firms, asset evaluation institutions and other relevant units.
(IV) the financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation for this verification opinion.
(V) this verification opinion does not constitute a recommendation for Synthesis Electronic Technology Co.Ltd(300479) stock investment, and the financial consultant is not responsible for the possible risks arising from the investment decisions made by the investors according to this verification opinion.
(VI) the financial consultant invites investors to carefully read the detailed report on changes in equity related to this change in equity, as well as the full text of other announcements and documents for future reference of listed companies.
2、 Interpretation
In this verification opinion, unless the context otherwise requires, the following abbreviations have the following specific meanings:
Explanatory item refers to the explanatory content
This verification opinion refers to the verification opinion of the financial consultant of Citic Securities Company Limited(600030) on Synthesis Electronic Technology Co.Ltd(300479) detailed equity change report
Detailed equity change report refers to Synthesis Electronic Technology Co.Ltd(300479) detailed equity change report
Synthesis Electronic Technology Co.Ltd(300479) / listed company / public company Synthesis Electronic Technology Co.Ltd(300479) company
Shensi investment / transferor refers to Shandong Shensi Technology Investment Co., Ltd
Energy and environmental protection / environmental protection technology / information refers to the interest disclosure obligor / transferee of Jinan energy and Environmental Protection Technology Co., Ltd
Energy investment group refers to Jinan Energy Investment Holding Group Co., Ltd
Energy group and Jinan energy group refer to the group of Jinan Energy Group Co., Ltd
Energy and environmental protection acquired 22455912 shares of listed companies held by Shensi investment by means of agreement transfer, accounting for 11.40% of the total shares of listed companies; The current equity change of energy environment / the current delivery instruction guarantee obtained the voting rights corresponding to 10252872 shares of Yi held by Shensi investment by means of entrusted voting rights, accounting for 5.20% of the total shares of the listed company.
Energy and environmental protection will hold 16.60% of the voting rights of Listed Companies in total. The proportion of voting rights of listed companies owned by Shensi investment will become 11.22%.
Jinan SASAC refers to the state owned assets supervision and Administration Commission of Jinan Municipal People's government
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Csdct refers to China Securities Depository and Clearing Co., Ltd
Financial advisor / Citic Securities Company Limited(600030) refers to Citic Securities Company Limited(600030)
Securities Law refers to the securities law of the people's Republic of China
Company Law refers to the company law of the people's Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Standard No. 15 refers to Standard No. 15 on the contents and forms of information disclosure by companies offering securities to the public - Report on changes in equity
Standard No. 16 refers to Standard No. 16 on the contents and forms of information disclosure by companies offering securities to the public - Acquisition report of listed companies
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan
Note: the mantissa difference or inconsistency of the data involved in this verification opinion is caused by rounding.
3、 Financial advisor commitment
The Financial Advisor:
(I) have fulfilled the obligation of due diligence in accordance with the provisions, and have sufficient reasons to believe that there is no material difference between the professional opinions expressed and the contents of the declaration documents of the information disclosure obligor;
(II) having checked the declaration documents of the information disclosure obligor and being sure that the content and format of the declaration documents comply with the provisions;
(III) have sufficient reasons to believe that this equity change complies with laws, administrative regulations and the provisions of the CSRC, and have sufficient reasons to believe that the information disclosed by the information disclosure obligor is true, accurate and complete, and there are no false records, misleading statements and major omissions;
(IV) the professional opinions issued on this equity change have been submitted to the core institution for review and passed;
(V) during his tenure as financial consultant, he has taken strict confidentiality measures and strictly implemented the internal firewall system.
4、 Verification opinions of financial advisor
The financial advisor gives professional opinions on the following matters of this equity change as follows:
(I) verification of the contents of the detailed report on changes in equity
The information disclosure obligor, energy and environmental protection, has prepared a detailed equity change report in accordance with the securities law, the measures for the administration of acquisitions, the Standards No. 15, the Standards No. 16 and other relevant laws and regulations. In the detailed equity change report, energy and environmental protection introduces the information disclosure obligor, the purpose and performance procedures of this equity change, the way of this equity change, the source of funds, the follow-up plan, the impact of this equity change on the listed company, major transactions with the listed company, the trading of shares of the listed company in the first six months, the financial data of the information disclosure obligor Other major issues were disclosed.
In accordance with the principles of good faith and diligence, the financial consultant checked and verified the contents of the detailed equity change report of energy and environmental protection, the information disclosure obligor. No false records, misleading statements or major omissions were found, and the contents disclosed were true, accurate and complete.
(II) verification of the purpose of this equity change of the information disclosure obligor
The information disclosure obligor disclosed in the detailed equity change report:
"Jinan energy group, the controlling shareholder of energy and environmental protection, is a state-owned large-scale energy enterprise in Jinan, and is actively promoting the digital transformation. Synthesis Electronic Technology Co.Ltd(300479) a number of technologies, products and solutions such as identity recognition, machine vision and language understanding are highly consistent with Jinan energy group's smart energy businesses such as smart customer service, smart hall, smart construction site, smart light pole and safety monitoring of fuel and heat pipeline. State-owned enterprise holding is more conducive to Synthesis Electronic Technology Co.Ltd(300479) 's products and solutions are rapidly implemented in the energy industry and form a demonstration benchmark project, which can accelerate the promotion and implementation to customers in energy, public security, finance, medical treatment, government affairs and other industries. The introduction of Jinan energy group is conducive to the further introduction of advantageous resources and the overall business development of listed companies.
After the completion of this equity change, Jinan energy group and energy environmental protection will further optimize and improve the governance and industrial structure of listed companies, consolidate and enhance the profitability and sustainable development ability of listed companies from the starting point of being conducive to the sustainable development of listed companies and the interests of all shareholders of listed companies. "
After verification, the financial consultant believes that the purpose of this equity change is clear and the reason is sufficient, and there is no violation of the requirements of current laws and regulations; The completion of this equity change is conducive to promoting the long-term development of listed companies.
(III) verification of the current equity change mode of the information disclosure obligor
1. Verification of shareholding changes of information disclosure obligors
It is verified that before this equity change, Jinan energy group and energy environmental protection did not directly hold the shares or voting rights of listed companies. As a limited partner (LP), energy and environmental protection subscribed 565193% of the capital contribution of Jinan Jiuyue equity investment fund partnership (limited partnership), and Jinan Jiuyue equity investment fund partnership (limited partnership) held Synthesis Electronic Technology Co.Ltd(300479) 5.63% of the shares.
After the equity change, energy and environmental protection acquired 22455912 shares of the listed company held by Shensi investment by means of agreement transfer, accounting for 11.40% of the total shares of the listed company; Energy and environmental protection obtained the voting rights corresponding to 10252872 shares of the listed company held by Shensi investment by means of entrusted voting rights, accounting for 5.20% of the total shares of the listed company. Energy and environmental protection will hold 16.60% of the voting rights of Listed Companies in total. Before and after the share transfer and voting right entrustment, the number of shares held by both parties and the voting rights of Synthesis Electronic Technology Co.Ltd(300479) are as follows:
Before and after this transaction
Proportion of shares held by the trading party to the voting rights of the total share capital proportion of shares held to the voting rights of the total share capital (shares) (shares)
Shensi investment 5480874827.82% 27.82% 3235283616.42% 11.22%
Energy and environmental protection --- 2245591211.40% 16.60%
Total 5480874827.82% 27.82% 5480874827.82% 27.82%
After the completion of this share transfer and voting right entrustment, energy and environmental protection will directly hold 11.40% of the shares of the listed company and obtain 5% of the shares of the listed company in the form of voting right entrustment
