Huatai United Securities Co., Ltd
Verification opinions on this reorganization does not constitute reorganization and listing
Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "listed company" and "company") intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as "Sichuan development mining") Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") purchased 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining" or "target company") jointly held by it (hereinafter referred to as "this transaction").
Huatai United Securities Co., Ltd., as the independent financial adviser of the listed company for this transaction, in accordance with the provisions of the administrative measures for major asset restructuring of listed companies (hereinafter referred to as the "administrative measures for restructuring"), checked whether this transaction constituted the restructuring and listing specified in Article 13 of the administrative measures for restructuring, and expressed the following opinions:
1、 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates: "if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the 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 these measures: (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 in the previous fiscal year when 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 of the previous accounting year in which 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. " 2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
On August 31, 2020, Chuanfa mining signed the conditional effective share subscription agreement with the company, and Chuanfa mining will subscribe 385865200 non-public shares of the company at the price of 5.12 yuan / share. On March 19, 2021, the company issued new shares and listed on Shenzhen Stock Exchange. After the issuance of the company and the reorganization of the board of directors, the controlling shareholder was changed from Mr. Bujian to Chuanfa mining, and the actual controller of the company was changed from Mr. Bujian to the state owned assets supervision and Administration Commission of Sichuan provincial government (hereinafter referred to as "Sichuan SASAC"). As of the issuing date of this note, Chuanfa mining holds 21.88% of the shares of the company.
After the completion of this transaction, the controlling shareholder of the company is still Chuanfa mining, and the actual controller is still Sichuan SASAC. According to the measures for the administration of major asset restructuring of listed companies, the total assets, transaction amount, net assets, operating income and other indicators of this transaction are calculated as follows:
Unit: 10000 yuan, share
Total assets net assets items to be issued in this transaction, transaction amount and transaction amount, whichever is higher, number of operating income shares
Which is the higher value
Target company: 157264.85 95574.99 23524.70 124726336
Total project assets net assets operating income total equity
Listed company 733456.48 383150.02 517991.18 1763196292
Index proportion: 21.44%, 24.94%, 4.54%, 7.07%
Note: the financial data of the subject company are the total assets, net assets and operating income generated in 2020 by the end of September 2021; The financial data of listed companies are the total assets, net assets and operating income generated in 2020 as of the end of 2020.
In this transaction, the relevant indicators of the underlying assets did not exceed 100% of the corresponding indicators of the year before the change of control of the listed company; Tianrui mining is mainly engaged in phosphate rock mining, processing and sales, which is the upstream of the listed company's main business phosphorus chemical business. Before and after this transaction, there was no fundamental change in the main business of the listed company. Therefore, this transaction does not constitute the reorganization and listing situation stipulated in Article 13 of the reorganization management measures.
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(there is no text on this page, which is the signature page of Huatai United Securities Co., Ltd. on the verification opinion that this reorganization does not constitute reorganization and listing)
Financial advisor sponsor:
Zhu Hongwei, Feng zhexiao
Huatai United Securities Co., Ltd. January 14, 2022
