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)
revised manuscript
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 the contents of this report, and bear individual and joint legal liabilities for its authenticity, accuracy, integrity and timeliness.
The matters stated in this report 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 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, investors should carefully consider the risk factors disclosed in this report in addition to other contents of this report and relevant documents disclosed at the same time with this report.
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, 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 explanations 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 3 catalog 4 interpretation 9. Tips on major issues Wrong! No bookmarks defined.
1、 Overview of this transaction plan fourteen
2、 This transaction does not constitute a major asset restructuring fourteen
3、 This transaction constitutes a connected transaction fifteen
4、 This transaction does not constitute reorganization and listing fifteen
5、 Appraisal value of the underlying assets and transaction pricing sixteen
6、 The issuance of shares involved in this transaction sixteen
7、 Periodic arrangement of share lock eighteen
8、 Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period nineteen
9、 The decision-making and approval procedures that have been performed and need to be performed in this transaction twenty-four
10、 The impact of this restructuring on listed companies twenty-five
11、 Important commitments made by relevant parties in this restructuring 12. The controlling shareholders, persons acting in concert and actual controllers of the listed company’s principled opinions on the reorganization. The controlling shareholders, persons acting in concert, actual controllers, all directors, supervisors and senior managers shall be implemented from the date of resumption of the reorganization
Share reduction plan during the completion period fifty-three
13、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction fifty-three
14、 Submission of IPO application documents to the CSRC within the last 36 months fifty-five
15、 Sponsor qualification of independent financial adviser fifty-five
16、 Information access 55 major risk tips Wrong! No bookmarks defined.
1、 Risks related to this transaction fifty-six
2、 Risks related to the subject company fifty-seven
3、 Other risks Section 1 overview of this transaction sixty-two
1、 Background and purpose of this transaction sixty-two
2、 The decision-making and approval procedures that have been performed and need to be performed in this transaction sixty-seven
3、 The specific scheme of this transaction sixty-eight
4、 Performance commitment and compensation arrangement, impairment test, profit and loss arrangement in transition period seventy-two
5、 The nature of this transaction seventy-five
6、 Pricing of underlying assets seventy-six
7、 The impact of this restructuring on listed companies Section 2 basic information of listed companies eighty
1、 Basic information of the company eighty
2、 Establishment of the company and previous changes in share capital eighty
3、 Changes in the control of the company eighty-six
4、 Controlling shareholder and actual controller eighty-six
5、 Overview of the main business of listed companies eighty-seven
6、 Main financial data and financial indicators in the last three years eighty-nine
7、 Major asset restructuring in the last three years ninety
8、 Legal operation in the last three years Section 3 basic information of counterparties ninety-two
1、 Counterparties issuing shares to purchase assets ninety-two
2、 Description of other matters Section 4 basic information of the subject matter of the transaction one hundred
1、 Basic information one hundred
2、 History one hundred
3、 Capital increase and decrease, equity transfer and asset evaluation in the last three years one hundred and three
4、 Ownership structure and control relationship one hundred and three
5、 Subordinate enterprises one hundred and four
6、 Ownership of major assets, external guarantees, major liabilities and contingent liabilities one hundred and seven
7、 Main business situation one hundred and twenty-one
8、 Main audited financial data in the reporting period one hundred and forty-four
9、 Description of the assets to be purchased as equity one hundred and forty-five
10、 The subject company involves project approval, environmental protection, industry access, land use, planning, construction and other related matters one hundred and forty-six
11、 License others to use their own assets or use others’ assets as a licensee one hundred and sixty-five
12、 The transfer of creditor’s rights and debts involved in the assets to be purchased 13. Whether the target company has been placed on file for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations
Check whether they are subject to administrative punishment or criminal punishment one hundred and sixty-six
14、 Major accounting policies and relevant accounting treatment of the subject company one hundred and sixty-six
15、 Custody of the target company before the completion of this transaction Section V evaluation of the subject matter of the transaction one hundred and seventy-seven
1、 Appraisal of the underlying assets one hundred and seventy-seven
2、 Analysis of the rationality of the evaluation of the underlying assets and the fairness of pricing by the board of directors of the listed company 252 III. independent directors of listed companies’ independence of the evaluation institution, the rationality of assumptions and the fairness of evaluation pricing
opinion…… three hundred and twelve
Section VI issuance of shares three hundred and fourteen
1、 Issue shares to buy assets three hundred and fourteen
2、 Main financial data of listed companies before and after this offering three hundred and sixteen
3、 Changes in the share capital structure of listed companies before and after this offering Section 7 main contents of this transaction contract three hundred and nineteen
1、 The main contents of the asset purchase agreement three hundred and nineteen
2、 The main contents of the supplementary agreement to the asset purchase agreement three hundred and thirty
3、 The main contents of supplementary agreement II to the asset purchase agreement three hundred and thirty-one
4、 The main contents of the performance compensation agreement for issuing shares to purchase assets three hundred and thirty-two
5、 The main contents of the supplementary agreement on performance compensation for issuing shares to purchase assets 337 Section VIII compliance analysis of transactions three hundred and forty-one
1、 This transaction complies with Article 11 of the reorganization management measures three hundred and forty-one
2、 Article 13 of the reorganization management measures is not applicable to this transaction three hundred and forty-five
3、 This transaction complies with Article 43 of the reorganization management measures three hundred and forty-five
4、 This transaction complies with the provisions of Article 45 of the reorganization management measures three hundred and forty-eight
5、 This transaction complies with the provisions of Article 46 of the reorganization management measures 349 VI. there is no non-public offering of shares stipulated in Article 39 of the measures for the administration of securities issuance of Listed Companies in this transaction
The situation of 349 VII. This transaction complies with Article 11 (V) and Article 43 (1) (I) of the reorganization management measures
regulations…… three hundred and forty-nine
8、 Opinions of relevant intermediaries 350 section IX management discussion and Analysis three hundred and fifty-one
1、 Discussion and analysis of the financial situation and operating results of the listed company before this transaction three hundred and fifty-one
2、 Discussion and Analysis on the industry characteristics of the subject company three hundred and fifty-seven
3、 Analysis of the industry status and core competitiveness of the target company three hundred and seventy-seven
4、 Analysis of the financial status, profitability and future trend of the target company three hundred and eighty-four
5、 The impact of this transaction on the sustainable operation ability and financial security of listed companies four hundred and thirty-five
6、 The impact of this transaction on the future development prospects of listed companies four hundred and thirty-seven
7、 Analysis of the impact of this transaction on financial and non-financial indicators such as earnings per share of Listed Companies in the current period four hundred and thirty-eight
8、 It is expected that the impact of this transaction on the future capital expenditure of the listed company and the financing plan of the listed company four hundred and forty-four
9、 The employee resettlement plan of this transaction and its impact on the listed company four hundred and forty-four
10、 The impact of this transaction cost on listed companies 444 section x financial and accounting information four hundred and forty-six
1、 Financial and accounting information of the subject company in the last two years four hundred and forty-six
2、 Financial reports of listed companies for reference Section 11 horizontal competition and related party transactions four hundred and sixty
