Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Special verification opinions on the transaction meeting the review conditions of "small amount fast" Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as "listed company" or " Wuxi Hodgen Technology Co.Ltd(300279) ") plans 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 and recommendation Co., Ltd. (hereinafter referred to as "independent financial advisor") as the independent financial advisor of Wuxi Hodgen Technology Co.Ltd(300279) this transaction, in accordance with the provisions of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "restructuring review rules"), has verified whether this transaction meets the review conditions of "small amount fast" and issued the following opinions:
1、 This transaction complies with Article 44 of the reorganization review rules
(I) relevant provisions of Article 44 of the reorganization review rules
Article 44 Where the application for reorganization of a listed company is not accepted after examination, and the application for reorganization of a listed company is not examined and approved by the examination and approval Commission, the issuance institution shall no longer issue the following assets:
(I) the cumulative transaction amount in the last 12 months shall not exceed RMB 500 million;
(II) the cumulative number of shares issued in the last 12 months shall not exceed 5% of the total number of shares of the listed company before this transaction, and the cumulative transaction amount in the last 12 months shall not exceed RMB 1 billion. "
(II) this transaction complies with Article 44 of the reorganization review rules
1. This transaction does not constitute a major asset restructuring
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 measures for the administration of major asset restructuring of listed companies, the relevant indicators calculated by operating income, total assets and net assets are as follows:
Unit: 10000 yuan
For the asset transaction price index of the subject matter of the project, select the index proportion of listed companies (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 measures for the administration of major asset restructuring of listed companies, 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.
The total assets, net assets and operating income indicators of the transaction subject to the purchase of the minority shareholders' equity of crystal intelligence do not exceed 50% of the corresponding items of the listed company. Therefore, this transaction does not constitute the major asset reorganization of the listed company specified in the administrative measures for major asset reorganization of listed companies.
2. The cumulative trading amount of Listed Companies in the last 12 months shall not exceed 500 million yuan
Except for this transaction, the listed company has not issued shares to purchase assets in the last 12 months. The transaction amount of this issuance of shares to purchase assets is 2592543 million yuan, no more than 500 million yuan.
Therefore, this transaction complies with the relevant provisions of Article 44 of the reorganization review rules.
2、 This transaction complies with Article 45 of the reorganization review rules
(I) relevant provisions of Article 45 of the reorganization review rules
Article 45 of the reorganization review rules stipulates: "where a listed company issues shares to purchase assets under any of the following circumstances, the provisions of the preceding article (i.e. Article 44 of the reorganization review rules) shall not apply:
(I) at the same time, raise supporting funds to pay the cash consideration of this transaction, or raise supporting funds in an amount exceeding RMB 50 million;
(II) the listed company or its controlling shareholder or actual controller has been subject to administrative punishment by the CSRC or public condemnation by the bourse within the last 12 months, or has committed other major dishonest acts;
(III) independent financial advisers, securities service institutions or their related personnel have been subject to administrative punishment by the CSRC or disciplinary punishment by the bourse within the last 12 months. "
(II) this transaction complies with Article 45 of the reorganization review rules
1. The listed company in this transaction plans to purchase 31.08% equity of Hejing intelligent held by the counterparty by issuing shares. This transaction does not involve cash consideration; The listed company plans to raise supporting funds by non-public offering of shares to no more than 35 specific investors who meet the conditions specified by the CSRC, and the total amount of supporting funds raised shall not exceed 50 million yuan (including 50 million yuan). After deducting financial investment factors from the raised funds, the total amount of funds raised this time will be reduced to no more than 47.5 million yuan (including 47.5 million yuan);
2. The listed company and its controlling shareholders have not been subject to administrative punishment by the CSRC or public condemnation by the Shenzhen Stock Exchange in the past 12 months, have not committed other major dishonesty, and the listed company has no actual controller;
3. The independent financial advisers, securities service institutions and their related personnel of this transaction have not been subject to administrative punishment by the CSRC or disciplinary punishment by the Shenzhen Stock Exchange in the last 12 months.
Therefore, this transaction complies with the relevant provisions of Article 45 of the reorganization review rules.
3、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that according to the relevant provisions of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, the transaction of the listed company meets the review conditions of "small amount fast" and the review procedure of "small amount fast" can be applied. (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 transaction meeting the "small amount fast" review conditions) financial advisor sponsor:
Zhao Guanqun, Wang Yuhui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. May 18, 2022
