Sinolink Securities Co.Ltd(600109)
about
Beijing Zodi Investment Co.Ltd(000609)
Detailed equity change report
of
Verification opinions of financial advisor
Name of listed company: Beijing Zodi Investment Co.Ltd(000609) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: * ST Zhongdi Stock Code: 000609
Date of signature: January 2002
statement
In accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the acquisition measures, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, the standards for the content and format 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, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "the financial consultant") as the financial consultant for the equity change of Guangdong Runhong fuchuang Technology Center (limited partnership) (hereinafter referred to as "information disclosure obligor"), issued verification opinions on the contents disclosed in the Beijing Zodi Investment Co.Ltd(000609) detailed equity change report issued by the information disclosure obligor.
In accordance with the industry recognized business standards, ethics and the spirit of honesty, credibility and diligence, the financial consultant expressed his opinions on the basis of careful review of relevant materials and full understanding of the change in equity, based on the principle of independence, objectivity and impartiality, with the purpose of making an independent, objective and fair evaluation on the change in equity, For the reference of investors and relevant parties. And hereby make the following statement:
1. The financial advisor 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 announcement documents of the information disclosure obligor;
2. The financial consultant has checked the announcement documents of the information disclosure obligor and is sure that the content and format of the announcement documents comply with the provisions;
3. The financial advisor has sufficient reasons to believe that this equity change complies with laws, administrative regulations and the provisions of the CSRC, and has 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;
4. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor. The information disclosure obligor has made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely without any major omission, false record or misleading statement, and is responsible for its authenticity, accuracy, integrity and legitimacy;
5. The professional opinions issued by the financial advisor on this equity change have been submitted to the core institution for review and passed;
6. During his tenure as financial advisor, the financial advisor has taken strict confidentiality measures and strictly implemented the internal firewall system;
7. The financial consultant specially reminds the investors that the verification opinions do not constitute any investment suggestions for the relevant parties and their affiliated companies of the equity change, and the financial consultant shall not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions;
8. The financial advisor specially reminds investors to carefully read the detailed equity change report issued by the information disclosure obligor and the relevant announcements issued by all parties related to the equity change.
catalogue
Declare that 2 interpretation 5 I. verification of the detailed equity change report of the information disclosure obligor 6 II. Verification of the basic information of the information disclosure obligor 6 III. verification of the purpose and approval procedure of this equity change 12 IV. verification of changes in equity 12 v. verification of this equity change 14 VI. verification of the source of funds of the information discloser 14 VII. Verification of the follow-up plan of the information disclosure obligor 15 IX. verification of major transactions between information disclosure obligors and listed companies 19 X. information on the trading of listed shares by the information disclosure obligor in the first six months 20 Xi. The financial consultant's verification opinion that the 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 20 XII. Verification of other major matters of the information disclosure obligor 21 XIII. Opinions of the financial consultant twenty-one
interpretation
In this verification opinion, unless otherwise specified, the specific meanings of the following words are as follows:
Abbreviation refers to the full name and notes
Detailed equity change report refers to Beijing Zodi Investment Co.Ltd(000609) detailed equity change report
This verification opinion refers to the financial consultant's verification opinion on Sinolink Securities Co.Ltd(600109) detailed equity change report
Company, listed company, * ST refers to Beijing Zodi Investment Co.Ltd(000609) , securities code: 000609
Di, Zhongdi investment information disclosure obligor and Runhong fuchuang refer to Guangdong Runhong fuchuang Technology Center (limited partnership)
Guangzhou Jujiang refers to Guangzhou Jujiang Xingheng Technology Co., Ltd
Beijing muzexi means Beijing muzexi Technology Center (limited partnership)
Sichuan Saiyin refers to Sichuan Saiyin Enterprise Management Co., Ltd
Zhongdi industrial finance refers to Chengdu Zhongdi Industrial Finance Investment Group Co., Ltd
This equity change means that Runhong fuchuang obtained 71144800 shares of the listed company through participating in the public auction of Alibaba judicial auction network
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
1、 Verification of the detailed equity change report of the information disclosure obligor
The Beijing Zodi Investment Co.Ltd(000609) detailed equity change report prepared by the information disclosure obligor includes interpretation, introduction of the information disclosure obligor, purpose and decision-making of this equity change, equity change method, capital source and payment method, follow-up plan, impact analysis on the listed company, major transactions with the listed company, trading of shares of the listed company in the first six months Financial information, other major matters and documents for future reference of the information disclosure obligor.
The financial consultant reviewed the Beijing Zodi Investment Co.Ltd(000609) detailed equity change report prepared by the information disclosure obligor. After verification, the financial advisor believes that the detailed equity change report prepared by the information disclosure obligor complies with the acquisition measures, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - equity change report, the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies and other laws There are no major omissions, false records or misleading statements in the information disclosure requirements of regulations and normative documents for the detailed equity change report of listed companies.
2、 Verification of the basic information of the information disclosure obligor
(I) verification of the subject qualification of the information disclosure obligor
After verification, the basic information of the information disclosure obligor is as follows:
Enterprise name: Guangdong Runhong fuchuang Technology Center (limited partnership)
Executive partner Guangzhou Jujiang Xingheng Technology Co., Ltd. (appointed representative: Wu Jun)
The total subscribed capital contribution is 300 million yuan
Date of establishment: November 1, 2021
Address: 2501-2, Lianda building, No. 8, Hailiu Road, Guicheng Street, Nanhai District, Foshan City
Unified social credit code 91440600ma57cxqu9g
Company type limited partnership
Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Application system integration services in artificial intelligence industry; Sales of metal materials; Non ferrous alloy sales; Business scope: material and energy technology services; Environmental protection consulting services; Research and development of emerging energy technologies; Research and development of resource recycling technology; Battery sales; Sales of synthetic materials; Sales of new energy prime mover equipment; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Food Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Primary processing of edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Sales of agricultural and sideline products. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Long term partnership
Mailing address: 2501-2, Lianda building, No. 8, Hailiu Road, Guicheng Street, Nanhai District, Foshan
After verification, the financial consultant believes that the information disclosure obligor is a legal person established and effectively existing according to law, and there is no situation that should be terminated or dissolved according to laws, regulations, normative documents and the articles of association.
At the same time, according to the online public information inquiry and the relevant instructions and commitments issued by the information disclosure obligor, the information disclosure obligor does not have the following circumstances specified in Article 6 of the acquisition measures:
(1) Using the acquisition of a listed company to damage the legitimate rights and interests of the acquired company and its shareholders;
(2) Has a large amount of debt, is not paid off when due, and is in a continuous state;
(3) Major illegal acts or suspected of major illegal acts in the last three years;
(4) Serious dishonesty in the securities market in the past three years;
(5) Other circumstances stipulated by laws, administrative regulations and recognized by the CSRC that listed companies may not be acquired. According to the relevant instructions issued by the information disclosure obligor and after verification, the financial consultant believes that as of the signing date of this verification opinion, the information disclosure obligor is not prohibited from acquiring a listed company as stipulated in Article 6 of the acquisition measures, and has the subject qualification of this equity change.
(II) equity and control relationship of information disclosure obligor
1. Equity control structure of information disclosure obligor
As of the signing date of this verification opinion, the equity structure of Runhong fuchuang, its controlling shareholder and actual controller is as follows:
2. Basic information of controlling shareholders and actual controllers of information disclosure obligors
(1) Information disclosure obligor controlling shareholder
As of the signing date of this verification opinion, Guangzhou Jujiang holds 51% of the partnership share of Runhong fuchuang and is Runhong fuchuang
The general partner and executive partner of are the controlling shareholders of Runhong fuchuang, and their basic information is as follows:
Enterprise name: Guangzhou Jujiang Xingheng Technology Co., Ltd
Legal representative: Wu Jun
Registered capital: 50 million yuan
Date of establishment: March 3, 2017
Address: g504, 5 / F, Jinxing building, No. 1, Hanjing Road, Tianhe District, Guangzhou, Guangdong
Unified social credit code 91440101ma59jxwr2p
Company type: limited liability company (sole proprietorship of legal person)
Biomass energy technology services; Environmental protection consulting services; Research and development of emerging energy technologies; Sales of metal materials; Colored
Business scope: metal alloy sales; Sales of agricultural and sideline products; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Food Shenzhen Agricultural Products Group Co.Ltd(000061) retail; resource regenerating
Using technology research and development; Battery sales; Sales of synthetic materials; Technical service, technical development, technical consultation
Technology exchange, technology transfer and technology promotion; Sales of new energy prime mover equipment.
Business term: March 3, 2017 to long term
Mailing address: g504, floor 5, Jinxing building, No. 1, Hanjing Road, Tianhe District, Guangzhou, Guangdong
(2) Information disclosure obligor and actual controller
As of the signing date of this verification opinion, the actual controller of the information disclosure obligor is Ms. Wu Jun. The situation is as follows:
Name: Wu Jun
Nationality China
Gender female
Date of birth: December 1, 1975
Has the right of abode abroad? No
ID number 51030419751201****
Bachelor degree
Whether it belongs to the object of joint punishment for dishonesty no
(III) core enterprises, affiliated enterprises and core businesses controlled by the information disclosure obligor and its actual controller
As of the signing date of this verification opinion, the information disclosure obligor and the controlling shareholder Guangzhou Jujiang have no direct or indirect control over other enterprises. In addition to the information disclosure obligor, the main enterprises directly or indirectly controlled by Ms. Wu Jun, the actual controller, are as follows:
Company name registered capital shareholding ratio
