East Asia Qianhai Securities Co., Ltd
About this major asset sale of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Verification opinions on the purchase and sale of assets within the first 12 months
According to the provisions of the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), if a listed company purchases or sells the same or related assets continuously within 12 months, the corresponding amount shall be calculated based on the cumulative amount. Asset transactions that have prepared and disclosed a major asset restructuring report in accordance with the provisions of the reorganization management measures need not be included in the scope of cumulative calculation. If the CSRC has other provisions on the cumulative period and scope of major asset restructuring specified in paragraph 1 of Article 13 of the reorganization management measures, such provisions shall prevail. The underlying assets of the transaction are owned or controlled by the same transaction party, or belong to the same or similar business scope, or under other circumstances recognized by the CSRC, they can be recognized as the same or related assets. Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as " Jinan High-Tech Development Co.Ltd(600807) ," listed company "or" company ") plans to sell 100% equity of nqm company (hereinafter referred to as" target assets "and" nqm ") held by CQT company, a wholly-owned subsidiary indirectly controlled by it, by means of non-public agreement transfer. The transferee is Yurun gold, a wholly-owned subsidiary indirectly controlled by Jinan High-Tech Development Co.Ltd(600807) affiliated listed company Shandong Yulong Gold Co.Ltd(601028) indirectly controlled by , The counterparty Yurun gold will pay in cash (hereinafter referred to as "this transaction"). East Asia Qianhai Securities Co., Ltd. (hereinafter referred to as "East Asia Qianhai securities" and "independent financial consultant") as the independent financial consultant of this transaction, checked the assets purchased and sold by the listed company within 12 months before this transaction.
On March 1, 2021, Jinan High-Tech Development Co.Ltd(600807) the 11th interim meeting of the 10th board of directors deliberated and adopted the announcement on the review of the company and its holding subsidiary's acquisition of part of the equity of Huangshan Lantian Tianxiang Agricultural Technology Development Co., Ltd. to participate in the pastoral complex PPP project, It is agreed that Jinan High-Tech Development Co.Ltd(600807) and its holding subsidiary exuberant ecological environment Co., Ltd. (hereinafter referred to as "exuberant ecology") acquire 80% equity of Huangshan Lantian Tianxiang Agricultural Technology Development Co., Ltd. (hereinafter referred to as "Huangshan Lantian Tianxiang" or "project company"), of which exuberant ecology acquires 60% equity and Jinan High-Tech Development Co.Ltd(600807) acquires 20% equity, and the above equity transfer amount is 0 yuan. Exuberant ecology shall pay the registered capital of 21.96 million yuan within 30 days from the date of equity change registration, and the remaining registered capital shall be paid in installments by Jinan High-Tech Development Co.Ltd(600807) and exuberant ecology After Jinan High-Tech Development Co.Ltd(600807) and exuberant ecology acquire the equity of Huangshan Lantian Tianxiang, they will generally inherit all the rights and obligations of the original shareholders in the PPP project contract of Lantian Taoyuan pastoral complex in she County, Huangshan City, Anhui Province. On March 24, 2021, the project company has gone through the industrial and commercial registration procedures for this equity change. The transaction does not constitute a major asset restructuring.
On April 9, 2021, Jinan High-Tech Development Co.Ltd(600807) the 14th interim meeting of the 10th board of directors and the 7th interim meeting of the board of supervisors deliberated and approved the proposal on the company's transfer of equity and related party transactions of Jinan high tech Zone Tianye microfinance Co., Ltd., and agreed that Jinan High-Tech Development Co.Ltd(600807) will transfer 95% equity of Jinan high tech Zone Tianye microfinance Co., Ltd. (hereinafter referred to as "small loan company") to high tech urban construction, The transaction price is 208040500 yuan. The transaction price is based on the asset appraisal report on the value of all shareholders' equity of Jinan high tech Zone Tianye microfinance Co., Ltd. involved in the equity to be transferred by Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. issued by Zhongming international asset appraisal (Beijing) Co., Ltd. and determined by both parties through negotiation. After the completion of the transaction, Jinan High-Tech Development Co.Ltd(600807) will no longer hold the equity of the small loan company. On April 19, 2021, Jinan High-Tech Development Co.Ltd(600807) held the second extraordinary general meeting of shareholders in 2021 to consider and approve the proposals related to the above matters. As of the date of this report, the small loan company has not completed the transfer procedures. The transaction does not constitute a major asset restructuring.
Jinan High-Tech Development Co.Ltd(600807) held the 23rd extraordinary meeting of the 10th board of directors on December 7, 2021 and the 4th extraordinary general meeting of shareholders in 2021 on December 27, 2021, and deliberated and adopted the proposal on the acquisition of part of the equity and related transactions of Shandong aikewei Biotechnology Co., Ltd. by subsidiaries of the company, It is agreed that the wholly-owned subsidiary of the listed company Jinan High-Tech Development Co.Ltd(600807) Industrial Development Co., Ltd. (hereinafter referred to as "Jigao industry") will sign the equity transfer agreement and equity pledge contract with relevant parties. The parties agree that Jigao industry plans to invest 228.65 million yuan, Jinan High-Tech Development Co.Ltd(600807) Financial Investment Co., Ltd. plans to invest 139.2 million yuan, and Jinan High-Tech Development Co.Ltd(600807) Shenghe Development Co., Ltd. plans to invest 136.15 million yuan, Acquire 60% equity of Shandong aikewei Biotechnology Co., Ltd. (hereinafter referred to as "aikewei biology") held by Xilong Scientific Co.Ltd(002584) (hereinafter referred to as " Xilong Scientific Co.Ltd(002584) ). After the acquisition, Jigao industry will hold 272202% equity of aikewei biology. At the same time, it will also remove the usufruct corresponding to the remaining equity held by Xilong Scientific Co.Ltd(002584) and All rights other than the disposal right (except for the disposal caused by the failure to reach the performance commitment compensation) are unconditionally and irrevocably entrusted to Jigao industry to exercise on its behalf. This transaction does not constitute a major asset restructuring. The related party transaction has been deliberated and approved by the audit committee of the listed company, and the independent directors of the listed company have approved it in advance and expressed their agreed independent opinions. On February 16, 2022, aikewei biological went through the industrial and commercial change registration procedures for this equity transfer.
After verification, the independent financial adviser believes that the above transaction is not related to the major asset reorganization of the listed company and does not need to be included in the cumulative calculation of this transaction. In addition to the above transactions, the listed company has not completed any other major asset purchase or sale within 12 months before the major asset reorganization, nor has there been any asset purchase or sale related to the reorganization.
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(there is no text on this page, which is the signature page of the verification opinions of East Asia Qianhai Securities Co., Ltd. on the purchase and sale of assets by Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. within 12 months before this major asset sale)
Financial advisor sponsor:
Huang Dehua, fan Junwei
East Asia Qianhai Securities Co., Ltd. date, 2022
