Dongguan Securities Co., Ltd
about
Guangdong Great River Smarter Logistics Co.Ltd(002930)
Purchase of major assets
of
Verification opinions of continuous supervision in 2021
Independent financial advisor
April, 2002
Statement of financial independence
Dongguan Securities Co., Ltd. (hereinafter referred to as “Dongguan securities” and “independent financial consultant”) is an independent financial consultant for the purchase of major assets of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as ” Guangdong Great River Smarter Logistics Co.Ltd(002930) ,” listed company “and” company “).
In accordance with the relevant requirements of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies and other laws and regulations, the independent financial adviser has issued the continuous supervision opinions on this major asset restructuring after careful verification and in combination with the 2021 annual report of the listed company, and hereby makes the following statement:
1. The documents and materials on which this continuous supervision opinion is based are provided by all parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that the relevant information provided by them about this major asset restructuring is true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. 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.
3. This continuous supervision opinion does not constitute any investment advice to the listed company. The independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to this continuous supervision opinion.
4. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the continuous supervision opinions and make any explanation or explanation for the continuous supervision opinions.
5. The independent financial adviser urges investors to carefully read the full text of the documents related to this transaction issued by the listed company.
Note: if there is no special interpretation, the interpretation of this continuous supervision opinion is the same as that of Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase report.
Dongguan securities acted as the independent financial adviser of Guangdong Great River Smarter Logistics Co.Ltd(002930) this major asset purchase, and continuously supervised the listed company in accordance with the relevant provisions of laws and regulations such as the measures for the administration of major asset restructuring of listed companies. The independent financial adviser now gives the following opinions on the supervision of relevant matters in 2021: I. delivery or transfer of trading assets
(I) overview of transaction scheme
Listed companies acquire 56.91% equity of Changzhou China Resources held by China Resources chemical and 100.00% equity of Changshu China Resources held by Zhiyi investment in cash through Shanghai Stock Exchange.
(II) the transaction price
The listing reserve price of 56.91% equity of Changzhou China Resources is 246.99 million yuan. The listing reserve price is based on the appraisal value of 100% equity of Changzhou China Resources issued by Dongzhou appraisal and determined in the appraisal report (Dongzhou pingbao Zi [2019] No. 1298) filed by China Resources Co., Ltd.
The listing reserve price of 100.00% equity of China Resources in Changshu is 162.08 million yuan. The listing reserve price is based on the appraisal value of 100% equity of Changshu China Resources issued by Dongzhou appraisal and determined in the appraisal report of Changshu China Resources (Dongzhou pingbao Zi [2019] No. 1299) filed by China Resources Co., Ltd.
After the expiration of the above information release, according to the organization signing notice issued by Shanghai Stock Exchange on February 17, 2020, the listed company was determined to be the transferee of 56.91% equity of Changzhou China Resources and 100% equity of Changshu China Resources. According to the property right transaction contract signed between the listed company and China Resources chemical on February 24, 2020, the transfer price of 56.91% equity of Changzhou China Resources is 246.99 million yuan; According to the property right transaction contract signed between the listed company and Zhiyi investment on February 24, 2020, the transfer price of 100% equity of Changshu China Resources is 162.08 million yuan. The total transfer price of the underlying assets is 409.07 million yuan.
(III) implementation of asset purchase
1. Payment of consideration
As of the date of issuance of this verification opinion, Taicang Yanghong, a subsidiary of the listed company, has paid all the transaction consideration in accordance with the property right transaction contract signed with the counterparties China Resources chemical and Zhiyi investment.
2. Delivery of trading assets
On May 29, 2020, the industrial and commercial registration procedures for equity transfer of Changzhou China resources were completed, and the listed company has held 56.91% equity of Changzhou China Resources.
On May 26, 2020, the industrial and commercial registration procedures for the equity transfer of Changshu China resources were completed, and the listed company has held 100% equity of Changshu China Resources.
3. Treatment of relevant creditor’s rights and debts
This transaction is for the listed company to purchase the equity of the target company. The creditor’s rights and debts originally enjoyed and assumed by the target company are still enjoyed and assumed by the target company. This transaction does not involve the transfer of creditor’s rights and debts of the target assets.
According to the property right transaction contract signed between Taicang Yanghong, a subsidiary of the listed company, and the counterparty China Resources chemical, as of December 31, 2019, the balance of principal and interest of the loan owed by Changzhou China Resources to China Resources chemical and its related parties was 7144507 million yuan. Taicang Yanghong agreed and promised that Changzhou China resources would repay the loan balance and corresponding interest confirmed in the letter of confirmation of creditor’s rights and debts to China Resources chemical and its related parties before September 30, 2020, The interest shall be calculated at the annual interest rate of 4.35% from the confirmation date of the credit and debt confirmation letter to the repayment date. Taicang Yanghong shall be jointly and severally liable for the above debt of 58.72% of the principal and interest of Changzhou China Resources. According to the confirmation letter of creditor’s rights and debts, as of May 28, 2020, Changzhou China Resources owed China Resources chemical and its related parties a loan of 702330800 yuan. As of the date of issuance of this verification opinion, the above debts have been fully repaid.
According to the property right transaction contract signed by Taicang Yanghong, a subsidiary of the listed company, and Zhiyi investment, the counterparty, as of December 31, 2019, the balance of principal and interest of the loan owed by Changshu China Resources to Zhiyi investment and its related parties was 823746 million yuan.
Taicang Yanghong agrees and promises that Changshu China Resources will repay the loan balance confirmed in the credit and debt confirmation letter and the corresponding interest to the related parties of Zhiyi investment before June 30, 2020. The interest is calculated at the annual interest rate of 4.35% from the confirmation date of the credit and debt confirmation letter to the repayment date. Taicang Yanghong shall be jointly and severally liable for the repayment of the above loan principal and interest of Changshu China Resources. According to the letter of confirmation of creditor’s rights and debts, as of May 28, 2020, Changshu China Resources owed a loan of 80.202 million yuan to the related party of Zhiyi investment, China Resources chemical.
As of the date of issuance of this verification opinion, the above debts have been fully repaid.
4. Follow up to the implementation of this transaction
As of the date of issuance of this verification opinion, the relevant follow-up matters of this transaction mainly include:
(I) the parties to the transaction continue to perform the relevant agreements and commitments involved in this transaction;
(II) the listed company shall fulfill the obligation of information disclosure required by subsequent laws and regulations.
After verification, the independent financial adviser believes that the counterparty and the listed company have completed the transaction of the underlying assets
Delivery and transfer. The listed company has completed the payment of cash consideration involved in this transaction. 2、 Important commitments made by relevant parties of this transaction
(I) important commitments made by the counterparty
Commitments of the promisor
1. We have provided Guangdong Great River Smarter Logistics Co.Ltd(002930) , relevant intermediaries of this transaction with the original written materials, copies, copies or written confirmation and commitment / oral testimony necessary for the issuance of various application materials of this transaction. All documents, materials and testimony provided are true, accurate, complete and effective, And all facts and documents sufficient to affect the application materials of this transaction have been disclosed to the relevant intermediaries of this transaction, without any concealment, falsehood, omission or misleading;
About the information provided by China Resources chemical and Zhiyi 2. The materials or copies and electronic documents provided by our company to Guangdong Great River Smarter Logistics Co.Ltd(002930) , intermediaries related to this transaction are true, accurate and consistent with the original or the original
Full commitment; The signatures and seals on such documents are true and valid; The facts stated in these documents are true, accurate, complete and valid;
3. Our company does not have any relevant important documents that should be provided but not provided for Guangdong Great River Smarter Logistics Co.Ltd(002930) , intermediaries related to this transaction, or any relevant important facts that should be disclosed but not disclosed to intermediaries related to this transaction, And there is no concealment, falsity, omission or misleading in any important documents or major facts provided to the intermediary related to this transaction.
1. As of the date of issuance of this letter of commitment, there is no violation of the obligations and responsibilities of the company as a shareholder in the transfer of the subject assets of the company, and there is no situation that may affect this transaction;
2. The company legally holds the underlying assets and has the legal and complete right to dispose of the underlying assets. There is no trust holding, entrusted holding or any other indirect holding of this major asset;
3. The subject assets held by the company are not subject to restrictions such as pledge, guarantee or other third-party investment, and there are no restrictions on commitment transfer such as seizure, freezing and custody;
4. The ownership of the underlying assets held by the company is clear, there is no ownership dispute, there is no commitment or arrangement to prohibit or restrict the transfer, and there is no legal obstacle to the transfer of assets;
5. In the historical evolution of the relevant assets held by the company, the previous transfer / transfer, capital increase and other matters have fulfilled all the processes of state-owned assets property right transaction, and there is no loss of state-owned assets.
1. As of the date of issuance of this commitment, the company has not been filed for investigation by judicial authorities for suspected crimes or by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) for suspected violations of laws and regulations in the past five years, There are no cases of administrative punishment (except those obviously unrelated to the securities market) or criminal punishment, nor major civil litigation related to economic disputes or arbitration on legal compliance by China Resources chemical and Zhiyi;
Investment commitment 2. As of the date of issuance of this commitment, the company has not failed to repay large debts on schedule, failed to fulfill its commitments, taken administrative supervision measures by the CSRC or disciplined by the stock exchange in the past five years, There are no major violations of laws and regulations or dishonest acts that damage the legitimate rights and interests of investors and social and public interests;
3. As of the date of issuance of this commitment, this
