Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Report on sale of major assets and related party transactions (Draft)
Comparison of differences with the plan
On December 29, 2021, Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as “the company”) held the 25th interim meeting of the 10th board of directors, deliberated and approved relevant proposals such as the plan for this major asset sale and related party transactions, and the independent directors expressed independent opinions.
On March 21, 2022, according to the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (shgh [2022] No. 0020) issued by Shanghai Stock Exchange, the company announced the plan for the report on the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Revised Version) and relevant documents.
On May 20, 2022, the company held the 28th interim meeting of the 10th board of directors, deliberated and adopted the reorganization report and related party transactions (Draft) and other proposals related to the reorganization.
The differences between the reorganization report and related party transactions (Draft) and the reorganization plan are explained as follows: reorganization report (Draft)
Description of differences in the contents of the reorganization plan
content
1. Added or deleted the definition of relevant company names;
Interpretation 2. The relevant interpretation of this transaction adds the evaluation base date and audit base date
The time of the new reporting period / the last two years and the end of each reporting period;
3. Relevant regulations, guidelines and methods have been added to common nouns
Statement 1. Updated the statements of listed companies and counterparties;
2. Added intermediary service agency statement
1. Updated and supplemented the evaluation and pricing basis and transaction price of the subject assets;
2. Updated and supplemented the data and performance commitment of the target company’s performance compensation commitment
Specific arrangements and compensation methods;
3. Updated the financial data of the listed company and the target company in 2021;
Tips on major events 4. Updated the evaluation of the underlying assets;
5. Updated the impact on the main financial indicators, and deleted the information about horizontal competition and association
The impact of the transaction;
6. Updated the procedures that have been performed and need to be performed by the counterparty and the listed company;
7. Increase the real estate for major asset restructuring of listed companies by listed companies and the directors, supervisors and senior executives
Commitment and explanation on matters related to property verification and dilution of this major asset restructuring
Reorganization report (Draft)
Description of differences in the contents of the reorganization plan
content
For the commitment of immediate return, update the original commitment or description; Increase the commitment of controlling shareholders on diluting the immediate return of this major asset restructuring and update the original commitment; Delete some target company commitments;
8. Measures to prevent the dilution of immediate return risk in this asset restructuring and measures to hire intermediaries have been added;
9. Deleted the information prompt to be supplemented and disclosed;
10. Delete the risk that the audit and evaluation of the underlying assets have not been completed, the risk of repayment of capital transactions of the underlying company and the risk of cancellation of related guarantees, and increase the risk of tension between China and Australia
1. Updated and adjusted the transaction price and performance commitment, and added specific arrangements for performance commitment;
2. Updated the financial data of the listed company and the target company in 2021;
Section 1 overview of this transaction section 1 this transaction 3. Updated the evaluation of the underlying assets;
4. Update the impact on the main financial indicators; Delete the impact of horizontal competition and related party transactions;
5. Updated the procedures performed by the counterparty and the listed company;
6. “VII. Principled opinions of the controlling shareholders of the listed company on this reorganization” and “VIII. Other explanations of this transaction” are added
Section 2 basis of Listed Companies Section 2 listed companies 1. Updated the company’s main financial data and financial indicators;
Basic information of this situation 2. Updated the industrial and commercial information of the controlling shareholder
Updated Shandong Yulong Gold Co.Ltd(601028) historical evolution, property right control relationship, business in recent three years, Section III counterparty, Section III counterparty
Information, main financial indicators, etc
Section IV basic information of the transaction object section IV of the transaction object updates the main financial data of the object, and adds the main ownership, the “basic information” of the main principal, the debt and contingent liabilities, the external guarantee, the description that the transaction object is equity, etc
Section V evaluation of subject assets Section V subject assets
Updated the appraisal report, assets appraisal and relevant opinions of independent directors
Assessment situation
Section VI main of this transaction
-A new chapter is added, which supplements and updates the equity transfer agreement and the contents of the supplementary agreement. The contents of Section VII of the contract are the details of this transaction
-New chapter
Compliance analysis
Add the financial status and operating results of the listed company before the transaction and the location of the transaction object Section VIII management discussion section VI this transaction
Discussion and Analysis on the impact of industry characteristics, financial status and operating results of the target company during the reporting period on Listed Companies
Analysis of the impact and supplement of listed companies
Section IX Financial Accounting letter
-New chapter
interest
Section x horizontal competition and new chapters, related party transactions – related contents are added and updated according to the settlement of capital transactions and guarantees
The risk that the audit and evaluation of the underlying assets have not been completed, the risk factors in section Xi of the underlying company, the risk factors in Section VII of the underlying company, the risk of repayment of capital transactions and the risk of cancellation of related guarantees are deleted, which increases the risk of tension between China and Australia
Reorganization report (Draft)
Description of differences in the contents of the reorganization plan
content
Increase the occupation of guarantee and non operating funds, the purchase or sale of major assets of the listed company in the last 12 months, the other significant impacts of the transaction on the liability structure of the listed company in section 12 and section 8, the cash dividend policy and corresponding arrangements of the listed company after the transaction, Update the arrangements for the protection of the rights and interests of small and medium-sized investors in this restructuring, and the self-examination of the trading of shares of listed companies by relevant subjects involved in this transaction.
Section 13 update the opinions of independent directors on the transaction in Section 9 of this report; The opinions of independent financial adviser, Yi’s concluding opinions and legal adviser on this transaction are added
Section 14 intermediaries
-New chapter
And relevant handling personnel
Section 15 declaration and commitment of the company and each section 10
The statement of independent financial adviser, legal adviser, audit institution and evaluation institution and the statement of intermediary institution have been added
Section 16 documents for future reference
-New chapter
And location for future reference
(no text below)
(there is no text on this page, which is the seal page of the report on major asset sales of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. and the comparison table of differences between related party transactions (Draft) and plans)
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (this page has no text, which is the seal page of the report on major asset sales of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. and the comparison table of differences between related party transactions (Draft) and plans)
East Asia Qianhai Securities Co., Ltd
