Stock Code: Jinan High-Tech Development Co.Ltd(600807) securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) listing place: Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. of Shanghai Stock Exchange
Report on major asset sales and related party transactions
(Draft) summary
Counterparty: Yurun gold Co., Ltd
Independent financial advisor
May, 2002
catalogue
catalogue 1 interpretation 2 declare that 5. Tips on major issues six
1、 Overview of this transaction plan six
2、 Nature of this transaction eleven
3、 The payment method of this transaction and the arrangement of raising supporting funds twelve
4、 Appraisal value and pricing of the underlying assets twelve
5、 The impact of this transaction on listed companies thirteen
6、 Decision making process and approval of this transaction fourteen
7、 Commitments of the parties involved in this transaction fifteen
8、 Principled opinions of the controlling shareholders of the listed company on this reorganization 19 IX. the controlling shareholders of listed companies and their persons acting in concert, directors, supervisors and senior managers shall be suspended from the date of the first disclosure of the draft
Share reduction plan during the implementation period of the group twenty
10、 The arrangement of this reorganization for the protection of the rights and interests of small and medium-sized investors 20 major risk tips twenty-four
1、 Risks associated with this transaction twenty-four
2、 Risks faced by listed companies after this transaction twenty-five
3、 Other risks Section 1 overview of this transaction twenty-eight
1、 Background and purpose of this transaction twenty-eight
2、 The specific scheme of this transaction twenty-nine
3、 Nature of this transaction thirty-four
4、 Valuation of underlying assets thirty-five
5、 The impact of this transaction on listed companies thirty-six
6、 Decision making process and approval of this transaction thirty-seven
7、 Principled opinions of the controlling shareholders of the listed company on this reorganization thirty-eight
8、 Other descriptions of this transaction Section II documents for future reference and place for future reference thirty-nine
1、 Documents for future reference thirty-nine
2、 Location for future reference thirty-nine
interpretation
In this document, unless the context otherwise requires, the following abbreviations have the following meanings:
Jinan High-Tech Development Co.Ltd(600807) / company / listed company refers to Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
High tech urban construction Zhiji Nangao Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd
Hi Tech urban construction and its 11 persons acting in concert, including Jinan High-Tech Development Co.Ltd(600807) smart Valley Investment and real estate Co., Ltd., Jinan dongtuo Real Estate Co., Ltd., Jinan Dongxin development and Construction Co., Ltd., Jinan high controlling shareholder Zhixin Holding Group Co., Ltd., Jinan Dongling development investment and Development Co., Ltd Jinan High-Tech Development Co.Ltd(600807) Airport Economic Zone Park Development Co., Ltd., Jinan Dong’an Real Estate Co., Ltd., Jinan Dongshun Park Operation Management Co., Ltd., Jinan Tonggang economic and Trade Co., Ltd., Jinan Gangsheng Real Estate Co., Ltd., Jinan Yiqin Intelligent Technology Co., Ltd
Jigao holding refers to Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd
Jinan High-Tech Development Co.Ltd(600807) Management Committee refers to the Management Committee of Jinan High-Tech Development Co.Ltd(600807) technology industry development zone
Counterparty / Yurun gold refers to yurain gold Pty Ltd, Yurun gold Co., Ltd
Tianye Group refers to Shandong Tianye Real Estate Development Group Co., Ltd
Tianye gold refers to Shandong Tianye Gold Mining Co., Ltd
Hi Tech smart Valley refers to Jinan High-Tech Development Co.Ltd(600807) smart Valley Investment Real Estate Co., Ltd., which is the party to make up the difference between the gambling and the trading results
Exuberant ecology refers to exuberant ecological environment Co., Ltd
Shandong Yulong Gold Co.Ltd(601028) refers to Shandong Yulong Gold Co.Ltd(601028)
Yulong Co., Ltd. refers to Jiangsu Yulong Steel Pipe Co., Ltd., the predecessor of Shandong Yulong Gold Co.Ltd(601028) company
East Asia Qianhai securities refers to East Asia Qianhai Securities Co., Ltd., which is the independent financial adviser of this transaction
Haotianxinhe refers to Beijing haotianxinhe (Jinan) law firm
Hexin Certified Public Accountants (special general partnership)
Zhonglian appraisal refers to Zhonglian asset appraisal group Co., Ltd
Interpretation of this transaction:
The draft / this report / this restructuring report refers to the report on major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft)
Transaction target / target company / nqm refers to
Nqm gold 2 Pty Ltd
The underlying asset / equity refers to 100% equity of nqm company
This major asset restructuring / this time refers to Jinan High-Tech Development Co.Ltd(600807) selling 100% equity of nqm company held by its subsidiary CQT company / this transaction to the related party Shandong Yulong Gold Co.Ltd(601028) subsidiary Yurun gold by means of non-public agreement transfer
Minjar gold Pty Ltd (minjar gold Pty Ltd) is a wholly-owned subsidiary of the listed company in Australia
Conquest means conquest mining Pty Ltd
CQT company means CQT holdings Pty Limited
Triton company refers to Triton minerals limited, a listed company in Australia
Grafex means grafex, Limitada, a subsidiary of Triton
Pakingo refers to the pakingo project, located in Queensland, Australia, which is the core mining asset of nqm company
Villali refers to the villali project, located in Queensland, Australia, which is the mining asset of nqm company
Shuangshan refers to the Shuangshan project, located in Queensland, Australia, which is the mining asset of nqm company
Refers to the golden dragon project, a gold mine located in Western Australia, Australia, which is held by Mingjia golden dragon gold source
Refers to the fields find project, a gold mine located in Western Australia, Australia, which is held by mingal fields find gold source
Equity transfer agreement refers to the equity transfer agreement signed by CQT company, Yurun gold, nqm company, Shandong Yulong Gold Co.Ltd(601028) and Tianye gold on December 29, 2021
The first supplementary agreement to the equity transfer agreement was signed by hi tech urban construction, Shandong Yulong Gold Co.Ltd(601028) and the supplementary agreement to the equity transfer agreement of hi tech, which mainly stipulates the compensation measures for the performance of this transaction. The signing date of the supplementary agreement is December 29, 2021, and all contents of the agreement have been abolished on May 20, 2022, The corresponding contents shall be inherited by supplementary agreement 2 of the equity transfer agreement
The main contents of the equity transfer agreement signed by Yulong and QT in 2022 refer to the date on which the equity transfer agreement of Yulong and QT was supplemented by the agreement on the transfer of shares of the company in 2022
The supplementary agreement to the equity transfer agreement the third supplementary agreement to the equity transfer agreement was signed by hi tech urban construction, Shandong Yulong Gold Co.Ltd(601028) , hi tech discussion II refers to smart Valley, which mainly adjusted the relevant contents of performance commitments. The signing date of the supplementary agreement is May 20, 2022
FIRB means the Australian foreign investment review board
The appraisal base date refers to June 30, 2021
The audit base date refers to December 31, 2021
The reporting period / the last two years refer to 2020 and 2021
The end of each reporting period refers to December 31, 2020 and December 31, 2021
The date on which the industrial and commercial registration of change of ownership of the target assets on the settlement date is completed
Transition period refers to the period from the next day of the benchmark date to the delivery date
Common nouns:
The State Council refers to the State Council of the people’s Republic of China
CSRC refers to the China Securities Regulatory Commission
NDRC refers to the national development and Reform Commission of the people’s Republic of China
Ministry of Commerce means the Ministry of Commerce of the people’s Republic of China
Shanghai Stock Exchange / stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Listing Rules of Shanghai Stock Exchange refer to the Listing Rules of Shanghai Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
“Several Provisions on reorganization” refers to the “provisions on Several Issues concerning the regulation of major asset reorganization of listed companies”
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies that offer securities to the public – major asset restructuring of listed companies
The financial advisory Measures refer to the measures for the administration of financial advisory business for mergers and acquisitions of listed companies
The articles of association refers to the articles of association of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
A shares refer to ordinary shares issued to investors with the approval of the CSRC, listed on domestic stock exchanges, marked with the par value of shares in RMB, subscribed and traded in RMB
Yuan / 10000 yuan / 100 million yuan refers to RMB yuan, RMB 10000 yuan and RMB 100 million yuan
In this document, the sum of partial totals and addends may be different in mantissa due to rounding.
statement
The purpose of the summary of this reorganization report is only to provide the public with a brief information about the reorganization, and does not include all parts of the full text of the report on major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft). Report on major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
