Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Special verification opinions on industrial policies and transaction types of this transaction
Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as “listed company” or ” Wuxi Hodgen Technology Co.Ltd(300279) “) plans to purchase 31.08% of the total minority shareholders’ equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) held by Anhui high tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd, It plans to raise matching funds from no more than 35 investors by issuing shares to specific objects (hereinafter referred to as “this transaction”).
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “independent financial consultant”) as the independent financial consultant of Wuxi Hodgen Technology Co.Ltd(300279) this transaction, according to the requirements of regulations such as guidelines for the application of regulatory rules – listing class No. 1 of China Securities Regulatory Commission, checked the industrial policies and transaction types of this transaction, and expressed the following opinions: I. verification contents
(I) whether the industry or enterprise involved in this reorganization is determined by the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry “
The main business of the target company of this transaction and crystal intelligence is the R & D, production and sales of intelligent controllers. The products are mainly used in home appliances, communications, automobiles and other fields. According to the industry classification guidelines for listed companies (revised in 2012) issued by the CSRC, the industry of the subject company is manufacturing (c) electrical machinery and equipment manufacturing. Combined with the specific business, the target company and crystal intelligence belong to the subdivided industry of intelligent controller products. As an important part of electronic information industry, intelligent controller and downstream industry are high-tech industries encouraged by the state.
So, The industries or enterprises involved in this reorganization belong to the industries or enterprises determined in the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry “.
(II) whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions
The main business of listed companies covers the R & D, manufacturing, application and service of IOT software and hardware such as intelligent hardware and application software. The main products include intelligent controller, intelligent information solution, “smart tree” preschool education cloud platform, etc. The target company of this transaction and crystal intelligence are the main operators of intelligent manufacturing business in the system of listed companies, and the main business of crystal intelligence is the R & D, production and sales of intelligent controllers.
Therefore, the transaction type involved in this exchange belongs to M & A in the same industry.
(III) whether this transaction constitutes reorganization and listing
1. Changes in control of listed companies within 36 months
On March 25, 2020, Chen Bolin, the former controlling shareholder and actual controller of the listed company, and Jingzhou Huihe equity investment partnership (limited partnership) (hereinafter referred to as “Jingzhou Huihe”) signed the entrustment of voting rights of Chen Bolin and Jingzhou Huihe equity investment partnership (limited partnership) on Wuxi Hodgen Technology Co.Ltd(300279) shares. Chen Bolin entrusted the voting rights corresponding to the 74356287 shares of the listed company held by him to Jingzhou Huihe to exercise, The term of entrustment is 3 years from the date of signing the entrustment of voting rights of shares. During the entrustment of voting rights, Mr. Chen Bolin will act in concert with Jingzhou Huihe in any matter involving the listed company.
After the equity change, the control of the listed company changed, and Jingzhou Huihe became the new controlling shareholder of the company. At the same time, because Jingzhou Huihe has no actual controller, there is no actual controller after the change of control of the listed company.
2. This transaction does not belong to the situation of purchasing assets from the acquirer and its affiliates
In this transaction, Anhui Hi tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd., the counterparties of the listed company issuing shares to purchase assets, have no correlation with Jingzhou Huihe, the controlling shareholder of the listed company.
Therefore, this transaction does not belong to the situation of purchasing assets from the acquirer and its affiliates.
3. This transaction will not lead to fundamental changes in the listed company
Before this transaction, the listed company has held 68.92% equity of Hejing intelligent. After this transaction is completed, Hejing intelligent will become a wholly-owned subsidiary of the listed company. This transaction will not change the scope of the consolidated statements of the listed company; Hejing intelligent is the main operator of the intelligent manufacturing business of the listed company, and this transaction will not lead to changes in the main business of the listed company; After the completion of this transaction, the controlling shareholder of the listed company is still Jingzhou Huihe, and this transaction will not lead to changes in the control of the listed company.
Therefore, this transaction will not lead to fundamental changes in the listed company.
To sum up, the purchase of the minority shareholders’ equity of Hejing intelligent by the listed company this time does not belong to the behavior of purchasing assets from the acquirer and its affiliates within 36 months from the date of the change of the self-control right of the listed company. This transaction will not lead to fundamental changes in the listed company, and this transaction does not constitute the reorganization and listing specified in the reorganization management measures.
(IV) whether this transaction involves the issuance of shares
In this transaction, the listed company plans to purchase 31.08% of the total minority shareholders’ equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as “Hejing intelligent” or “target company”) held by Anhui high tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd. Therefore, this transaction involves the issuance of shares.
(V) whether the listed company has been placed on file for inspection by the CSRC and has not been closed
As of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC.
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
1、 No. 1 of the regulation rules for enterprises involved in this listing “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, electric power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading as required by the CPC Central Committee and the State Council Industry “;
2. This transaction belongs to M & A in the same industry;
3. This transaction does not constitute reorganization and listing;
4. This transaction involves the issuance of shares;
5. As of the date of issuance of this verification opinion, there is no case of the listed company that has not been closed by the CSRC. (no text below)
(there is no text on this page, which is the signature page of the special verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the industrial policies and transaction types of this transaction) financial advisor sponsor:
Zhao Guanqun, Wang Yuhui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. May 18, 2022
