Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Verification opinion that this transaction does not constitute a major asset reorganization and reorganization listing Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as "listed company" or " Wuxi Hodgen Technology Co.Ltd(300279) ") intends to purchase Anhui high tech investment new material industry fund partnership (limited partnership), Huaibei Chengchang small and medium-sized enterprise fund Co., Ltd Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as "Hejing intelligent" or "target company") held by Huaibei Shanda Construction Investment Co., Ltd. has a total minority shareholder equity of 31.08%, and plans to raise supporting funds by issuing shares to specific objects to no more than 35 investors (hereinafter referred to as "this transaction").
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as "independent financial consultant") as the independent financial consultant of Wuxi Hodgen Technology Co.Ltd(300279) this transaction, in accordance with the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as "the measures for the administration of restructuring"), has verified whether this transaction constitutes a major asset restructuring and reorganization listing under the measures for the administration of restructuring, and issued the following opinions:
1、 This transaction does not constitute a major asset restructuring
(I) provisions on major asset restructuring
Article 12 of the reorganization management measures stipulates:
"If a listed company and a company controlled or controlled by it purchase or sell assets that meet one of the following criteria, it shall constitute a major asset reorganization:
(I) the total assets purchased and sold account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial and accounting report in the latest fiscal year;
(II) the operating income generated by the assets purchased and sold in the latest fiscal year accounts for more than 50% of the operating income of the listed company in the audited consolidated financial and accounting report in the same period;
(III) the net assets purchased and sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial and accounting report of the latest accounting year, and more than 50 million yuan. " Article 14 of the reorganization management measures stipulates:
"If the purchased assets are equity, the total assets shall be the higher of the product of the total assets of the invested enterprise and the equity proportion of the investment and the transaction amount, the operating income shall be the product of the operating income of the invested enterprise and the equity proportion of the investment, and the net assets shall be the higher of the product of the net assets of the invested enterprise and the equity proportion of the investment and the transaction amount If the assets sold are equity, the total assets, operating income and net assets shall be subject to the product of the total assets, operating income and net assets of the invested enterprise and the equity proportion of the investment.
If the listed company obtains the controlling right of the invested enterprise due to the purchase of equity, the total assets shall be subject to the higher of the total assets and transaction amount of the invested enterprise, the operating income shall be subject to the operating income of the invested enterprise, and the net assets shall be subject to the higher of the net assets and transaction amount of the invested enterprise; If the listed company loses the controlling right of the invested enterprise due to the sale of equity, its total assets, operating income and net assets shall be subject to the total assets, operating income and net assets of the invested enterprise respectively. "
(II) this transaction does not constitute a major asset reorganization
The underlying asset of this transaction is the 31.08% equity of Hejing intelligent. According to the audited financial data of the listed company and the underlying company in 2021 and the transaction price, and in combination with the provisions of articles 12 and 14 of the reorganization management measures, the relevant indicators calculated by operating income, total assets and net assets are as follows: unit: 10000 yuan
The proportion of listed companies selected as the index of asset transaction price marked by the project
(a) (b) (c) = (a) (b) whichever is higher (d) (c) / (d)
Total assets 6884630259254328922718 23.80%
Operating income 5829032 not applicable 20603675 28.29%
Net assets 2511941259254325925438945229 28.98%
Note: according to the relevant provisions of the reorganization management measures, when calculating the proportion of financial indicators for the purchase of minority shareholders' equity this time, the total assets shall be subject to the higher of the product of the total assets of the invested enterprise and the proportion of equity held by the investment and the transaction amount; The operating income shall be the product of the operating income of the invested enterprise and the equity proportion of the investment, and the net asset shall be the higher of the product of the net asset of the invested enterprise and the equity proportion of the investment and the transaction amount. (III) verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the total assets, net assets and operating income indicators of the transaction subject to which the listed company purchased the minority shareholders' equity of jingintelligent do not exceed 50% of the corresponding items of the listed company. This transaction does not constitute a major asset reorganization of the listed company as stipulated in the reorganization management measures.
2、 This transaction does not constitute reorganization and listing
(I) provisions on reorganization and listing
Article 13 of the reorganization management measures stipulates: "if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the CSRC for approval in accordance with the provisions of this Law:
(I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company.
”(II) this transaction does not constitute 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 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 (including the date) of the entrustment of voting rights of shares. During the entrustment of voting rights, 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.
(III) verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the purchase of minority shareholders' equity of Hejing intelligent by the listed company does not belong to the act of purchasing assets from the acquirer and its affiliates within 36 months from the date of change of the self-control right of the listed company. This transaction will not lead to fundamental changes of the listed company, and this transaction does not constitute the reorganization and listing specified in the reorganization management measures. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. that this transaction does not constitute a major asset reorganization and reorganization and listing) sponsor of financial adviser:
Zhao Guanqun, Wang Yuhui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. May 18, 2022
