Stock Code: Sichuan Development Lomon Co.Ltd(002312) SZ stock abbreviation: Sichuan Development Lomon Co.Ltd(002312) listing place: Shenzhen Stock Exchange Sichuan Development Lomon Co.Ltd(002312)
Report on issuing shares to purchase assets and related party transactions
(Draft) summary
(Revised Version)
Counterparty of Sichuan Advanced Material Industry Investment Group Co., Ltd. issuing shares to purchase assets
Sichuan Salt Industry Corporation
Independent financial advisor
Date of signature: May, 2002
Company statement
The company and all directors, supervisors and senior managers guarantee that there are no false records, misleading statements or major omissions in this report and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy, integrity and timeliness.
The matters stated in this report and its summary do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this reorganization. The entry into force and completion of the matters related to the reorganization described in this report and its summary have yet to be approved by the CSRC.
The controlling shareholders, directors, supervisors and senior managers of the company promise that if the information provided or disclosed by this exchange is suspected of false records, misleading statements or major omissions, and is filed for investigation by the judicial organ or the CSRC, they will not transfer the shares with interests in the listed company until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on behalf of the listed company; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation conclusion finds that there are violations of laws and regulations, promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
When evaluating the reorganization of the company, in addition to other contents of the report and its summary and relevant documents disclosed at the same time with the report and its summary, investors should also seriously consider various risk factors disclosed in the report and its summary.
After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction.
If investors have any questions about this report and its summary, they should consult their own stockbrokers, lawyers, accountants or other professional consultants.
Counterparty statement
The counterparty of this reorganization has issued a letter of commitment and will timely provide the listed company with the relevant information of this reorganization, and ensure that the information provided is true, accurate and complete, and that there are no false records, misleading statements or major omissions; If the listed company or investors suffer losses due to false records, misleading statements or major omissions in the information provided, they will be liable for compensation according to law.
The counterparty guarantees that the materials provided to the intermediaries involved in this transaction are true, accurate and complete original written materials or copies, and the copies or copies of materials are consistent with their original materials or originals; The signatures and seals of all documents are true, and there are no false records, misleading statements or major omissions.
The counterparty guarantees that the explanation and confirmation issued for this exchange are true, accurate and complete, and there are no false records, misleading statements or major omissions. If the information provided or disclosed for this exchange is suspected of false records, misleading statements or major omissions, and is filed for investigation by the judicial organ or the CSRC, the shares with interests in the listed company shall not be transferred until the investigation conclusion is formed, and the written application for suspension of transfer and stock account shall be submitted to the board of directors of the listed company within two trading days after receiving the notice of filing and inspection, The board of directors shall apply to the stock exchange and the registration and Clearing Company for locking on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit the identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit the identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, the counterparty promises to lock in the shares and voluntarily use them for compensation arrangements for relevant investors.
The counterparty promises that it will bear corresponding legal liabilities if it violates the above guarantee.
Statement of securities service institutions and personnel
The independent financial consultant Huatai United Securities Co., Ltd., the legal consultant taihetai law firm, the audit institution Sichuan Huaxin (Group) accounting firm (special general partnership) and the asset appraisal institution Sichuan Tianjian Huaheng Asset Appraisal Co., Ltd. (hereinafter collectively referred to as the “intermediary”) of this transaction guarantee the authenticity, accuracy and completeness of the disclosure documents.
The securities service institutions and personnel of this transaction promise that the contents of the application documents issued for this transaction are true, accurate and complete, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for their authenticity, accuracy and integrity. If the application documents issued for this transaction contain false records, misleading statements or major omissions, and the company fails to be diligent and responsible, it will bear joint and several liability for compensation.
catalogue
The company declares that 1. The counterparty declares that 2. Statement of securities service institutions and personnel Catalogue 3 4 interpretation 6. Tips on major issues Wrong! No bookmarks defined.
1、 Overview of this transaction plan Wrong! No bookmarks defined.
2、 This transaction does not constitute a major asset restructuring Wrong! No bookmarks defined.
3、 This transaction constitutes a connected transaction Wrong! No bookmarks defined.
4、 This transaction does not constitute reorganization and listing Wrong! No bookmarks defined.
5、 Appraisal value of the underlying assets and transaction pricing Wrong! No bookmarks defined.
6、 The issuance of shares involved in this transaction Wrong! No bookmarks defined.
7、 Periodic arrangement of share lock Wrong! No bookmarks defined.
8、 Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period Wrong! No bookmarks defined.
9、 The decision-making and approval procedures that have been performed and need to be performed in this transaction Wrong! No bookmarks defined.
10、 The impact of this restructuring on listed companies Wrong! No bookmarks defined.
11、 Important commitments made by relevant parties in this restructuring Wrong! No bookmarks defined. 12、 The principled opinions of the controlling shareholders, persons acting in concert and actual controllers of the listed company on the reorganization shall be implemented from the date of resumption of the reorganization to the controlling shareholders, persons acting in concert, actual controllers, all directors, supervisors and senior managers
Share reduction plan during the completion period Wrong! No bookmarks defined.
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction Wrong! No bookmarks defined. 14、 Submission of IPO application documents to the CSRC within the last 36 months Wrong! No bookmarks defined.
15、 Sponsor qualification of independent financial adviser Wrong! No bookmarks defined.
16、 Information access Wrong! No bookmarks defined. Significant risk tips Wrong! No bookmarks defined.
1、 Risks related to this transaction Wrong! No bookmarks defined.
2、 Risks related to the subject company Wrong! No bookmarks defined.
3、 Other risks Wrong! No bookmarks defined. Section I overview of this transaction Wrong! No bookmarks defined.
1、 Background and purpose of this transaction Wrong! No bookmarks defined.
2、 The decision-making and approval procedures that have been performed and need to be performed in this transaction Wrong! No bookmarks defined.
3、 The specific scheme of this transaction Wrong! No bookmarks defined.
4、 Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period Wrong! No bookmarks defined.
5、 The nature of this transaction Wrong! No bookmarks defined.
6、 Pricing of underlying assets Wrong! No bookmarks defined.
7、 The impact of this restructuring on listed companies Wrong! No bookmarks defined.
interpretation
In this report and its abstract, unless the context specifies, the following abbreviations have the following meanings: I. interpretation of general terms
The plan refers to the plan for Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions
Restructuring report / report / report refers to Sichuan Development Lomon Co.Ltd(002312) issuance of shares to purchase assets and related party report / draft transaction report (Draft) (Revised Version)
Summary of reorganization report / summary of Sichuan Development Lomon Co.Ltd(002312) issuance of shares to purchase assets and related documents / summary of this report / summary of transaction report (Draft) (Revised)
Draft summary
The company / company / listed company refers to Sichuan Development Lomon Co.Ltd(002312) , listed company of Shenzhen Stock Exchange / Sichuan Development Lomon Co.Ltd(002312) company, stock code: Sichuan Development Lomon Co.Ltd(002312)
Santai holdings refers to Sichuan Development Lomon Co.Ltd(002312) original securities abbreviation
SASAC of Sichuan Province refers to the state owned assets supervision and Administration Commission of Sichuan provincial government
Sichuan development refers to Sichuan development (holding) Co., Ltd
Sichuan Advanced Materials Group / Sichuan Advanced Materials Industry Investment Group Co., Ltd., formerly known as Sichuan FA mining refers to development Mining Group Co., Ltd., Sichuan development Guorui Mining Investment Co., Ltd., the controlling shareholder of the listed company and the shareholder of the target company
Sichuan salt industry refers to Sichuan Salt Industry Corporation, the shareholder of the target company
Longmang Dadi refers to longmang Dadi Agriculture Co., Ltd. Sichuan Development Lomon Co.Ltd(002312) acquired 100% equity of longmang Dadi in 2019
Longmang phosphorus chemical refers to Sichuan longmang Phosphorus Chemical Co., Ltd., a wholly-owned subsidiary of longmang Dadi Agriculture Co., Ltd
Nanzhang longmang phosphorus products Co., Ltd
Dimension finance refers to dimension financial outsourcing services (Suzhou) Co., Ltd
The counterparty / performance commitment party refers to Sichuan advanced materials group and Sichuan salt industry
Tianrui mining / target company refers to Sichuan development Tianrui Mining Co., Ltd. (formerly known as Sichuan Chemical Tianrui Mining Co., Ltd.)
The underlying asset refers to the 100% equity of Sichuan development Tianrui Mining Co., Ltd. jointly held by the counterparty
Sichuan Chemical refers to Sichuan Chemical holding (Group) Co., Ltd
Jiahang pipeline refers to Sichuan JIAHANG Pipeline Transportation Co., Ltd
Jiayu mining refers to Sichuan Jiayu Mining Co., Ltd
Guoyue industry refers to Sichuan Guoyue Industry Co., Ltd
Guotuo mining refers to Sichuan guotuo Mining Investment Co., Ltd
Xinfengyuan refers to Mabian xinfengyuan Mining Co., Ltd
Laoheba phosphate mine / copper plant ridge refers to the phosphate mine of laoheba phosphate mine copper plant ridge (No. 8 ore block) in Mabian, Sichuan Province
(block 8) phosphate rock
Mabian County refers to Mabian Yi Autonomous County, Leshan City, Sichuan Province
Asset appraisal report / appraisal report the asset appraisal report of Sichuan Development Lomon Co.Ltd(002312) plan to issue shares to the instructing bank to purchase the equity of Tianrui mining industry (Chuan Hua Heng Ping Bao [2021] No. 152) issued by Sichuan Tianjian Hua Heng Asset Appraisal Co., Ltd
Audit report refers to the audit report (chxs (2022) No. 0077) issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership)
The reference review report refers to the reference review report (chxss (2022) No. 0079) issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership)
