Verification opinion form of independent financial adviser in restructuring report
Name of listed company Sichuan Development Lomon Co.Ltd(002312) name of independent financial consultant Huatai United Securities Co., Ltd
Securities abbreviation Sichuan Development Lomon Co.Ltd(002312) securities code 002312
Transaction type purchase √ sale □ other methods □
Whether the counterparty Sichuan Development Mining Group Co., Ltd. constitutes a connected transaction is
Sichuan Salt Industry Corporation
Whether to issue shares and whether to raise supporting funds at the same time no
capital
According to the audited consolidated financial data of the listed company in 2020, the audited financial data of the target company in 2020 and January September 2021 and the pricing of this transaction, whether this transaction constitutes a major asset reorganization is calculated in accordance with the relevant provisions of the reorganization management measures, The comparison between the underlying assets of this transaction and the relevant financial data of the listed company is as follows:
Unit: 10000 yuan
Total project assets net assets operating income
And transaction amount, whichever is higher
The company group 157264.85 95574.99 23524.70 that constitutes the re target of major assets is judged according to the total assets of the project, net assets and operating income
Listed companies 733456.48 383150.02 517991.18
The proportion of financial indicators is 21.44%, 24.94% and 4.54%
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.
According to the reorganization management measures, this transaction does not constitute a major asset reorganization.
Whether it belongs to the reorganization measures
Whether the reorganization specified in Article 13 needs the approval of the CSRC yes
Introduction to the reorganization plan for listing this transaction plan is that the listed company Sichuan Development Lomon Co.Ltd(002312) plans to issue shares to Sichuan Development Mining Group Co., Ltd. and Sichuan Salt Industry Corporation to purchase Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui") held by them respectively
Rui Mining Co., Ltd. ", 80% equity and 20% equity.
The transaction price is determined by reference to the appraisal value of the subject assets listed in the appraisal report issued by the appraisal institution and filed with the competent State-owned Assets Supervision and administration institution on the benchmark date, and after negotiation by all parties. Taking June 30, 2021 as the appraisal base date, the appraisal value of 100% equity of Tianrui mining is 955749900 yuan. Through friendly negotiation between the transaction parties, it is determined that the transaction consideration of 100% equity of Tianrui mining is 955749900 yuan.
Through friendly negotiation between the parties to the transaction, the issue price of the shares to purchase assets is determined as 7.67 yuan / share, which is no less than 90% of the average stock transaction price of 120 trading days before the pricing benchmark date. According to the transaction price agreed by the parties to the transaction, the number of shares issued in this transaction is 124608852 shares.
This transaction does not involve raising supporting funds.
Independent financial advisor's verification opinions on the completeness of materials
Sn item yes / no remarks
/Not applicable
1. Whether the text of the reorganization report meets the requirements of Article 3 of Standard No. 26
Requirements of chapter.
Whether to submit the reorganization agreement or contract and the commitment of the counterparty
And statement, resolution of the board of directors adopting the reorganization draft and independent
2. The opinions of the directors and the opinions of the board of directors on the performance of legal procedures for reorganization are
Completeness, compliance and validity of legal documents submitted
Instructions and other documents.
The reorganization involves banking, insurance, securities, futures, trust
3. It is not applicable to the injection of assets and business into special industries such as media and publishing
Whether the approval procedures of relevant industry authorities are provided and implemented
A description or document of the situation.
(if applicable)
Whether the independent financial adviser's report and verification opinion form are submitted.
4. Whether the independent financial adviser's report complies with paragraph of standard 26 yes
Section 1 of Chapter IV and the requirements of the financial advisory guidelines.
5. Whether to submit legal opinions. Whether the legal opinion complies with yes
The requirements of Chapter IV, Section 2 of guideline 26.
Relevant financial information involved in the reorganization. The relevant financial information is
Whether it meets the requirements of Article 63 of guideline 26.
6. If a profit forecast report is voluntarily provided, the profit forecast report is not provided
Whether it complies with Article 22 of the reorganization measures and No. 26 standard
The requirements of Article 64 of the Convention.
Asset appraisal report or valuation report involved in the reorganization. assets
Whether the appraisal report or valuation report complies with the reorganization measures
7 provisions of Article 20 and section 4 of Chapter IV of guideline 26
Seek; Whether the board of directors and independent directors express their opinions in accordance with the provisions
See; When adopting the valuation method based on future income expectation
Whether there are special hints in the report of the working group.
8. Statement of restructuring and memorandum of transaction process. The transaction process is
Whether the forgetting complies with the requirements of Article 42 of the reorganization measures
Please.
Self inspection report of secondary market. Whether the self inspection report of secondary market
9 meet the requirements of Article 66 of guideline 26; The inside story is
If the insider is different from the one reported in the plan, do you want to repeat it
New shall be submitted as required.
If there are circumstances in Article 5 of Document No. 128, the listed company
10. Whether the relevant insider information and immediate family members are fully proved
Relatives, etc. do not have insider trading behavior, and submit it to the bourse
Relevant instructions. (if applicable)
The underlying assets of the transaction involve project initiation, environmental protection, industry access
Land use, planning, construction and other matters related to approval,
11 before the announcement of the first resolution of the board of directors of this transaction, is it not applicable
Have obtained and submitted the corresponding license certificate to the exchange; or
Approval documents of relevant competent departments.
If a listed company intends to purchase assets, it shall be listed for the first time in this transaction
Before the announcement of the resolution of the board of directors, the asset seller has legally owned the assets
The supporting documents of the complete rights of the subject assets and the explanatory materials that there is no restriction or prohibition on the transfer of the mining right certificate 12 of the assets to be purchased; Proposed and corresponding operation and production qualification
The assets purchased are resources such as land use right and mining right
For rights, provide the obtained corresponding ownership certificate, and
Description materials with corresponding development or mining conditions.
The listed company plans to purchase assets by issuing shares, and recently
One year and one period of financial and accounting reports are issued by certified public accountants
Having reservations, negative opinions or unable to express opinions
13. Whether the audit report is not applicable in accordance with Article 40 of the reorganization measures
Article 3 submit special verification opinions of certified public accountants. Special nuclear
Whether the audit opinions explain the matters involved in the relevant non-standard audit opinions
The significant impact of this item has been eliminated or will be passed through this handover
Easy to eliminate.
Major restructuring involves new shares, such as acquisition or phase II
14. Are the information disclosure obligations related to changes in equity of shares at the same time
Submit and disclose the summary of acquisition report or equity change report
Notice.
The difference between the reorganization report issued by the independent financial adviser and the plan is
Comparison table of different situations.
Controlling shareholder and actual controller of a listed company
All directors, supervisors and senior managers, major assets
Restructured counterparties and responsible for the implementation and filling of earnings per share
16. The restructuring related persons such as the relevant responsible subjects of the specific measures are
Commitment document issued by the. Whether the commitment content complies with the
Group measures, Standard No. 26 and stock listing rules
Article 11.11.2 and other relevant rules, and in the reorganization plan
The disclosure made by Sinorama is true, accurate, complete and compliant.
Whether the major asset reorganization is in accordance with the business plan of listed companies
Guidelines for handling No. 10 - major asset restructuring
17. It is required to file a case according to the abnormal situation of stock trading and whether it has been received
The investigation notice simultaneously discloses the general risk warning announcement or special notice
Risk warning announcement (applicable when the restructuring plan is disclosed for the first time)
Use).
Whether it has passed the "inside" of the "business zone of listed companies" of the exchange
In the column of "information insider" in act 18, fill in the weight of major assets this time
Names of intermediaries and relevant handling personnel employed by the group
And identity information.
Whether the independent financial advisor is interested in the re evaluation of the current situation involved in the traffic separation system
19 groups of industries, transaction types, payment methods and case filing and inspection
Express opinions on the situation and entrust the listed company to fill in.
Verification opinions of the independent financial adviser on the restructuring report
Sn item yes / no remarks
/Not applicable
Does the independent financial advisor of this restructuring not exist in accordance with
1. Measures for the administration of financial advisory business in mergers and acquisitions
The measures and other provisions shall not serve as independent financial advisers or
Acceptance of new M & a business, etc.
Whether the listed company and its current directors and senior managers are
There is no case being filed and investigated by the judicial organ for suspected crime
Or suspected of violation of laws and regulations is being filed for investigation by the CSRC
The situation of the; If so, whether it complies with article of the reorganization measures
Article 43 (III).
2. The current directors and senior managers of listed companies have been
Whether it has not been subject to administrative punishment by the CSRC within six months, or
Has the applicant not been subject to securities trading within the last 12 months
Public condemnation; Whether this non-public offering has not violated
