Sichuan Development Lomon Co.Ltd(002312)
Report on issuing shares to purchase assets and related party transactions (Draft)
Comparison of differences with the plan
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as “the company”) held the fifth meeting of the sixth board of directors on August 1, 2021, deliberated and adopted the proposal on the plan of Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions, the proposal on and summary, and relevant proposals.
On January 14, 2022, the company held the 14th meeting of the 6th board of directors, deliberated and adopted the report on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (Draft) (hereinafter referred to as the “report (Draft)”). Compared with the contents of the plan, the main differences in the contents of the report (Draft) are described as follows:
Description of differences between sections of the report (Draft) and the plan
New section of intermediary statement
Interpretation added and changed some interpretation contents
1. Delete “as of the signing date of this plan, the audit and evaluation related to this transaction have not been completed. The audited financial data, filed evaluation results and final transaction pricing of the underlying assets will be disclosed in the restructuring report and brought to the attention of investors.” Expression of;
2. Updated the appraisal value and pricing of the subject asset;
3. According to the audit report for reference, add “the impact of this transaction on the profitability of listed companies”;
Tips on major events 4. Update the regular arrangement of share lock, performance commitment and compensation arrangement, impairment test and profit and loss arrangement in transition period related to this transaction;
5. Update the “decision-making and approval procedures that have been performed and need to be performed in this transaction” according to the latest procedure performance of all parties in the draft stage;
6. Update “important commitments made by relevant parties in this restructuring”;
7. Delete “information tips to be supplemented and disclosed”.
8. Update “specific measures to fill returns and enhance the sustainability of the company”.
Important risk tips this section updates the risks related to this transaction and the risks related to the subject matter of the transaction, and deletes the risks disclosed because the audit and evaluation of the subject assets have not been completed.
1. Updated the appraisal value and pricing of the subject asset;
2. According to the latest procedure performance of all parties to the transaction in the draft stage, update “what has been performed in this transaction and the decision-making and approval procedures to be performed in section I of this transaction Overview”;
3. Update the stock lock periodic arrangement, performance commitment and compensation arrangement, impairment test and transition profit and loss arrangement related to this transaction.
Section II basic information of listed companies update “VI. main financial data and financial indicators for the last three years and one period” in this section. Section III basic information of counterparties 1. The historical evolution, major shareholders, subordinate enterprises and major financial information of the new counterparties in “I. counterparties issuing shares to purchase assets”;
Description of differences between sections of the report (Draft) and the plan
2. Add “description on recommending directors or senior managers to listed companies by trading partners”.
1. Add “II. Historical evolution”, “III. capital increase and decrease, equity transfer and asset evaluation in the last three years”, “v. subordinate enterprises”, “VI. ownership of main assets, external guarantees and main liabilities, contingent liabilities”, “VIII. Audited main financial data in the reporting period” “IX. description that the assets to be purchased are equity”, “X. the subject company involves project approval, environmental protection, industry access, land use, basic planning, construction and other related matters of the transaction subject in Section IV of the regulations” “Xi. Circumstances in which others are permitted to use their own assets or assets as permitted to use the assets of others”, “XII. Transfer of creditor’s rights and debts involved in the assets to be purchased” “XIII. Whether the subject company has been placed on file for investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations, and whether it has been subject to administrative punishment or criminal punishment”, “XIV. Major accounting policies and relevant accounting treatment of the subject company” “XV. Custody of the target company before the completion of this transaction”;
2. Update and disclose the main financial data and main business.
Section V evaluation of the subject matter of the transaction this chapter is added in accordance with the requirements of the disclosure standards. condition
1. Updated the appraisal value and pricing of the subject asset;
Section VI share issuance 2. Update the share lock schedule, performance commitment and compensation arrangement, impairment test and profit and loss arrangement during the transition period related to this transaction.
Section VII the main of this transaction contract is added according to the requirements of the disclosure standards. To Section VIII compliance analysis of transactions, this chapter is added according to the requirements of disclosure standards. Section IX management discussion and analysis this chapter is added according to the requirements of the disclosure standards.
Section x financial accounting information according to the requirements of disclosure standards, this chapter is added.
Section 11 horizontal competition and association this chapter is added in accordance with the requirements of the disclosure standards. transaction
Section XII risk factors this section updates the risks related to this transaction and the risks related to the subject matter of the transaction, and deletes the relevant risks disclosed because the audit and evaluation of the subject assets have not been completed.
Add “I. after the completion of this transaction, there is no situation that the funds and assets of the listed company are occupied by the first largest shareholder and its actual controller or other related persons, and there is no situation to provide guarantee for other important matters in section 13 or other related persons of the first largest shareholder and its actual controller” “II. The liability structure of the listed company is reasonable, and there is no significant increase in liabilities due to this transaction”, “III. description on the independence of the independent financial adviser selected for this transaction”, “IX. profit distribution policy and cash bonus arrangement of the listed company after the completion of this transaction” “XII. Subject company contingencies not considered in this transaction evaluation”.
Section XIV opinions of relevant entities on the updated independent directors, and opinions of independent financial advisers and legal advisers. Section 15 of the concluding observations on this transaction this chapter is added in accordance with the requirements of the disclosure standards. Section 16 directors and supervisors of the company of the securities service institution, this section updates the statements of all directors of the listed company, all supervisors of the listed company, all senior managers of the listed company and relevant securities level managers;
Statement of service organization: statement of independent financial adviser, statement of legal adviser, statement of audit organization and statement of evaluation organization are added.
Section 17 documents for future reference and future reference this chapter is added in accordance with the requirements of the disclosure standards. place
(there is no text above, which is the seal page of the comparison table of differences between the report on Sichuan Development Lomon Co.Ltd(002312) issuance of shares to purchase assets and related party transactions (Draft) and the plan)
Sichuan Development Lomon Co.Ltd(002312) board of directors January 14, 2002
(there is no text above, which is the seal page of the comparison table of differences between the report on Sichuan Development Lomon Co.Ltd(002312) issuance of shares to purchase assets and related party transactions (Draft) and the plan)
Huatai United Securities Co., Ltd. January 14, 2002
