Huatai United Securities Co., Ltd. on Sichuan Development Lomon Co.Ltd(002312) the industrial policy and transaction type of this transaction
of
Verification opinions of independent financial advisor
Independent financial advisor
Signed on: January 2022
1、 Statements and commitments
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "the independent financial consultant") has accepted the entrustment of Sichuan Development Lomon Co.Ltd(002312) (hereinafter referred to as "the listed company") as the representative of the listed company 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") is an independent financial consultant who purchased 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining" or "target company") jointly held by Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "this transaction").
The independent financial adviser's verification opinions are in accordance with the implementation plan of the merger and reorganization audit separation system of the CSRC, the notice on cooperating with the relevant work of the merger and reorganization audit separation system of the stock exchange and other relevant regulations and requirements, in accordance with the recognized business standards and ethics of the securities industry, and with the attitude of honesty, credit and diligence, Issued after due diligence and careful verification of relevant declaration and disclosure documents of listed companies for reference by CSRC, stock exchanges, investors and relevant parties.
As the independent financial adviser of this transaction, the opinions are put forward on the assumption that all parties to this transaction fully perform all their obligations and bear all their responsibilities according to the terms of relevant agreements and commitments. The independent financial adviser hereby makes the following statements and commitments on relevant matters:
1. The independent financial advisor has no relationship with the parties to the transaction. The independent financial advisor issues the independent financial advisor's verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the independent financial adviser's verification opinions are based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the materials provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and are responsible for the legitimacy, authenticity, accuracy and Integrity shall bear individual and joint legal liabilities. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom. 2、 Verification opinions of independent financial advisor
This special verification opinion is issued on relevant matters in accordance with the implementation plan of the merger and reorganization audit separation system of the CSRC and the notice on cooperating with the relevant work of the merger and reorganization audit separation system of the stock exchange, this independent financial adviser transaction report (Draft) and the information provided by all parties.
(I) whether the industries or enterprises involved in this asset restructuring belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing class No. 1 of CSRC , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries that urgently need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council "
In this transaction, the listed company plans to purchase 100% equity of Tianrui mining from Sichuan development mining and Sichuan salt industry by issuing shares. The main business of Tianrui mining is the mining and sales of phosphorus ore. according to the industry classification guidelines for listed companies (revised in 2012) issued by China Securities Regulatory Commission, the industry of Tianrui mining is "B10 non-metallic ore mining and dressing industry".
After verification, the industries involved in this transaction The enterprise does not belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 of China Securities Regulatory Commission , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council.
(II) whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes backdoor listing
1. Whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream M & A
Before this transaction, the main business of the listed company was phosphorus chemical industry. The listed company focused on the field of fine phosphate, took industrial grade monoammonium phosphate and feed grade dicalcium phosphate as the core products, and produced fertilizer grade phosphate and compound fertilizer through the mode of "combination of fertilizer and salt and cascade development". Phosphate rock is the main raw material for the main business of listed companies. At present, the listed company has phosphate rock resources in Xiangyang, Hubei Province, but the phosphate rock in its production base in Deyang, Sichuan province needs to be purchased. The main business of the target company, Tianrui mining, is the mining, processing and sales of phosphorus ore. It owns the phosphate rock resources of longgeng (No. 8 ore block) of laoheba phosphate rock copper plant in Sichuan Province. The acquisition of Tianrui mining will help the listed company directly obtain high-quality and scarce phosphate rock resources in Sichuan Province, improve the company's phosphorus chemical industry chain and ensure the stable source of phosphate rock in the main production bases of the listed company. Therefore, this transaction is the vertical expansion of phosphorus chemical business of the listed company under the development strategy of mineralization integration.
After verification, the independent financial adviser believes that the type involved in this transaction belongs to upstream and downstream M & A. 2. Does this transaction constitute backdoor listing
On August 31, 2020, Chuanfa mining signed the conditional effective share subscription agreement with the listed company, and Chuanfa mining subscribed 385865200 non-public shares of the listed company at the price of 5.12 yuan / share. On March 19, 2021, the listed company issued new shares and listed on Shenzhen Stock Exchange. After the re-election of the board of directors of the listed company, the controlling shareholder of the listed company was changed from supplementary construction to Chuanfa mining, and the actual controller of the listed company was changed from supplementary construction to Sichuan SASAC. At present, Chuanfa mining holds 21.88% of the shares of the listed company,
After the completion of this transaction, the controlling shareholder of the listed company is still Chuanfa mining, and the actual controller is still Sichuan SASAC. According to the provisions of the reorganization management measures, the proportion of total assets, transaction amount, net assets, operating income and other indicators in the year before the change of control of the listed company is 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.
After verification, the independent financial adviser believes that this transaction does not constitute backdoor listing.
(III) whether the transaction involves the issuance of shares
In this transaction, the listed company plans to purchase 100% equity of Tianrui mining by issuing shares. After verification, the independent financial adviser believes that this transaction involves the issuance of shares.
(IV) there is no case of a listed company that has not been closed by the CSRC
According to the statements and commitments issued by the listed company and the public information of the CSRC and other regulatory authorities, it is verified that the listed company has not been filed and audited by the CSRC. 3、 Independent financial advisor's concluding comments
After verification of the report on Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets and related party transactions (Draft) related to this transaction and the materials provided by all parties, the independent financial adviser believes that:
1. Industries involved in this transaction The enterprise does not belong to the "leading enterprises of automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, high-grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) " determined in the guidelines for the application of regulatory rules - listing No. 1 of China Securities Regulatory Commission , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industry; Other industries or enterprises that need to accelerate integration, transformation and upgrading as required by the CPC Central Committee and the State Council;
2. The transaction type involved in this exchange belongs to upstream and downstream mergers and acquisitions, which does not constitute reorganization and listing;
3. This transaction involves the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Huatai United Securities Co., Ltd. on Sichuan Development Lomon Co.Ltd(002312) the industrial policies and transaction types of this transaction)
Financial advisor sponsor:
Zhu Hongwei, Feng zhexiao
Huatai United Securities Co., Ltd. (seal) January 14, 2022
