Huaxing Securities Co., Ltd
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Hunan Huakai Cultural And Creative Co.Ltd(300592) issue shares and pay cash to purchase assets and raise matching funds and related party transactions in 2021
May, 2002
Statement
Huaxing Securities Co., Ltd. is entrusted to act as an independent financial consultant for Hunan Huakai Cultural And Creative Co.Ltd(300592) issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions. In accordance with the relevant provisions of the company law, the securities law, the reorganization management measures, the financial advisory business management measures, the gem reorganization review rules, the listing rules and other laws and regulations, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, the independent financial adviser, after careful verification, issues this report in combination with the 2021 annual report of the listed company.
1. The documents and materials on which this report is based are provided by all parties to the transaction. All parties to the transaction have guaranteed to the independent financial adviser that all documents and materials related to this major asset restructuring provided by them are true, accurate, complete and timely, there are no major omissions, false records or misleading statements, and are responsible for their authenticity, accuracy, completeness and timeliness.
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 report does not constitute any investment advice to the listed company, and the independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to this report.
4. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this report and make any explanation or explanation to this report.
5. The independent financial advisor invites investors to carefully read the full text of documents related to this transaction issued by Hunan Huakai Cultural And Creative Co.Ltd(300592) release.
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings: company, listed company and Huakai refer to Hunan Huakai Cultural And Creative Co.Ltd(300592) creativity
Shenlai technology refers to Hunan shenlai Technology Co., Ltd
Shenzhen Yibiao Network Co., Ltd
The underlying assets and assets to be purchased refer to the 90% equity of Yibai network held by the counterparty
Manglido refers to Xiamen manglido equity investment partnership (limited partnership), formerly known as "Nanping Yanping manglido equity investment partnership (limited partnership)"
Detached mylon refers to Xiamen detached mylon equity investment partnership (limited partnership), formerly known as "detached mylon equity investment partnership (limited partnership)"
Jingyisheng brilliant equity investment partnership (limited partnership), formerly known as "Fuding Yichuang brilliant equity investment partnership (limited partnership)"
Chenhui langzi refers to Jiangsu China South Korea Chenhui langzi equity investment fund (limited partnership)
Mizi Malia refers to Mizi Malia equity investment center (limited partnership) of Ningbo Meishan free trade port area
HSBC Datong No. 1 refers to Shenzhen HSBC Datong No. 1 fund partnership (limited partnership)
The counterparties refer to manglido, Luo ye, Chaoran Meilun, Yisheng brilliant, Chenhui langzi, Mizi Mary, Li Xu, Huang Lishan and HSBC Datong No. 1
Performance commitment parties refer to mangliduo, Luo ye, Chaoran Meilun and Yisheng brilliance
Yizhi brilliant guide Jing Yizhi brilliant equity investment partnership (limited partnership)
The transition period refers to the period from the benchmark date of this restructuring evaluation to the date when the underlying assets are delivered to the listed company
Performance commitment period refers to 2019, 2020, 2021, 2022 and 2023
This transaction and this reorganization refer to the listed company issuing shares to the counterparty, paying cash to purchase assets and raising supporting funds for this major asset reorganization, including the purchase of assets and the raising of supporting funds
The industrial and commercial change registration of the completion of the reorganization and the completion of the delivery of the assets of the target to the listed company is easy to complete
Asset purchase refers to the purchase of assets by a listed company by issuing shares and paying cash to the counterparty
Raising supporting funds and supporting financing refer to the supporting funds raised by listed companies by issuing shares
Zhou Xinhua, Shenzhen Chuangfu Zhaoye Financial Management Co., Ltd. - issuance of supporting funds for Chuangfu Fuxing No. 6 private placement, raised securities investment fund, Wang Fei, Zhu Shuangquan, Zhang changtao, Wang Yinlin, Huang Changxiang, Hunan Zhentai equity investment management partnership (limited partnership) - Hunan natural selection leading culture and media industry investment fund enterprise (limited partnership), Cai Hongbing Wu Ying
Huaxing Securities Co., Ltd. on Hunan Huakai Cultural And Creative Co.Ltd(300592) this report refers to the 2021 annual continuous supervision report on issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions
The attached profit forecast compensation agreement signed by the listed company with mangliduo, Luo ye, Chaoran Meilun and Yi shengbrilliant refers to the profit forecast compensation agreement for issuing shares and paying cash to purchase assets with effective conditions
The profit forecast compensation agreement supplementary agreement I between the listed company and mangliduo, Luo ye, Chaoran Meilun, Yi shengguanghui, Hu Fanjin and Chong refers to the supplementary agreement (I) signed by Zhuang Junchao on the conditional effective profit forecast compensation agreement for issuing shares and paying cash to purchase assets
The profit forecast compensation agreement supplementary agreement II between the listed company and mangliduo, Luo ye, Chaoran Meilun, Yi Shenghui, Hu Fanjin and Chong refers to the supplementary agreement (II) signed by Zhuang Junchao on the conditional effective profit forecast compensation agreement for issuing shares and paying cash to purchase assets
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The guideline on standardized operation refers to the guideline on self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (SZS [2022] No. 14)
The articles of association refers to the Hunan Huakai Cultural And Creative Co.Ltd(300592) articles of association
CSRC and CSRC refer to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Independent financial consultant and Huaxing securities refer to the securities of Huaxing Securities Co., Ltd
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Reporting period and current year refer to 2021
Text
According to the reply on approving Hunan Huakai Cultural And Creative Co.Ltd(300592) to issue shares to purchase assets and raise supporting funds from Nanping Yanping mangliduo equity investment partnership (limited partnership) and other enterprises (zjxk [2021] No. 1964) issued by China Securities Regulatory Commission, Hunan Huakai Cultural And Creative Co.Ltd(300592) purchases 90% of the equity of Shenzhen Yibai Network Technology Co., Ltd. and raises supporting funds by issuing shares and paying cash.
Huaxing securities acted as the independent financial adviser of the reorganization and continuously supervised Hunan Huakai Cultural And Creative Co.Ltd(300592) in accordance with the relevant provisions of the reorganization management measures and other laws and regulations. The independent financial consultant has supervised Hunan Huakai Cultural And Creative Co.Ltd(300592) through on-site and off-site methods, and now gives the following opinions on the supervision of relevant matters.
1、 Overview of the transaction scheme
In this transaction, the listed company purchased 90% of the equity of Yibai network jointly held by manglido, Luo ye, transcendent mylon, Yisheng brilliant, Chenhui langzi, Mizi Mary, Li Xu, Huang Lishan and HSBC Datong No. 1 by issuing shares and paying cash. The transaction price was 1512 million yuan, of which the share payment ratio was 83.85% and the cash payment ratio was 16.15%. After the completion of this transaction, Yibai network has become the holding subsidiary of the listed company. The remaining 10% equity of Yibai network, which has not participated in this transaction, will be subsequently acquired by the listed company in cash according to the operating performance of Yibai network. The specific acquisition valuation and time will be determined through negotiation.
While issuing shares and paying cash to purchase assets, the listed company issues shares to no more than 35 specific investors including Zhou Xinhua, who meet the provisions of the CSRC, to raise matching funds, with a total amount of no more than 500 million yuan. The specific purposes are as follows:
Unit: 10000 yuan
No. project name: supporting funds to be raised
1. Pay the cash consideration of this transaction 2442000
2. Pay 350000 yuan for the transaction
3. Repayment of bank loans of listed companies and target companies 1050000
4 "yibaiyun" intelligent enterprise management platform upgrade construction project 700000
5. Supplement the working capital of the target company 458000
Total 5000000
2、 Delivery and share listing of this transaction
(I) asset delivery and transfer
On June 11, 2021, Yibai network completed the industrial and commercial change registration procedures for the transfer of assets in this transaction, and received the notice of change (filing) (22105992989) issued by Shenzhen market supervision administration. Nanping mangliduo, Luo ye, Nanjing Chaoran, Yisheng brilliant, Chenhui langzi, Mizi Mary, Li Xu, Huang Lishan and HSBC Datong No. 1 transferred and registered all 90% of the total equity of Yibai network held by them under the name of Hunan Huakai Cultural And Creative Co.Ltd(300592) . After this change, Hunan Huakai Cultural And Creative Co.Ltd(300592) holds 90% equity of Yibai network in total. (II) capital verification
On June 12, 2021, Tianjian Certified Public Accountants issued the capital verification report (tianjianyan [2021] No. 2-14). According to the capital verification report, upon verification, as of June 11, 2021, Hunan Huakai Cultural And Creative Co.Ltd(300592) received the newly increased registered capital (share capital) paid by Nanping manglido, Luo ye, Nanjing Chaoran, Yi Shenghui, Chenhui langzi, Mianzi Malia, Li Xu, Huang Lishan and HSBC Datong No. 1, totaling 14406725300 yuan, including Nanping manglido, Luo ye, Nanjing Chaoran, Yi Shenghui, Chenhui langzi, Mianzi Malia, Li Xu Huang Lishan and HSBC Datong No. 1 contributed with the equity of Yibai network, equivalent to the registered capital (share capital) of 14406725300 yuan. The equity of relevant assets has been transferred, and the industrial and commercial change registration procedures have been completed. As of June 11, 2021, the registered capital after change is RMB 26644835300, and the accumulated share capital is RMB 26644835300.
(III) registration and listing of new shares issued to purchase assets
On June 22, 2021, the listed company applied for share registration with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, issued shares to the counterparty to purchase assets, and the total issued 144067253 RMB common shares (A shares) were officially included in the register of shareholders of the listed company after being registered. The company issues shares to the counterparty
