East Asia Qianhai Securities Co., Ltd
about
Sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
of
Independent financial advisor Report
Independent financial advisor
May, 2002
Statement and commitment
East Asia Qianhai Securities Co., Ltd. has accepted the entrustment of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. to act as an independent financial consultant for its major asset sales and related party transactions, and issue an independent financial consultant report.
This independent financial advisory report is in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 - application documents for major asset restructuring of listed companies In accordance with the provisions of relevant laws and regulations such as the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and in accordance with the recognized business standards, ethics and the spirit of good faith and diligence in the securities industry, and after careful and due diligence, it is intended to make an independent, objective and fair evaluation of this transaction for the reference of all shareholders of the listed company and relevant parties.
The independent financial advisor hereby makes the following statement:
1. The parties involved in this transaction provided the independent financial adviser with the necessary materials for issuing the independent financial adviser's report, and guaranteed that the materials provided were true, accurate and complete without any false records, misleading statements or major omissions, and were responsible for the authenticity, accuracy and completeness of the materials. 2. The independent financial advisor has conducted due diligence on the facts on which the independent financial advisor's report is based, and is responsible for the authenticity, accuracy and completeness of the independent financial advisor's report.
3. The independent financial advisor reminds investors that the independent financial advisor's report does not constitute any investment advice to listed companies, and the independent financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by investors according to the independent financial advisor's report.
4. The independent financial advisor has no other interest relationship with all parties to the transaction, and the relevant opinions expressed on the transaction are completely independent.
5. The independent financial adviser specially invites all shareholders and investors of listed companies to carefully read the report on major asset sales and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) issued by Jinan High-Tech Development Co.Ltd(600807) board of directors, as well as the full text of legal opinions, audit reports, asset evaluation reports and other documents issued by relevant intermediaries.
6. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial report and make any explanation or explanation to the independent financial advisor's report.
7. Without the written consent of the independent financial adviser, the report of the independent financial adviser shall not be used for any other purpose or used by any third party.
The independent financial advisor hereby makes the following commitments:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with relevant regulations and has sufficient reasons to believe that there is no material difference between the professional opinions expressed and the documents disclosed by the listed company.
2. The financial consultant has verified that the contents of the disclosure documents of the listed company meet the requirements of the independent financial consultant.
3. The independent financial adviser has sufficient reasons to believe that the restructuring plan entrusted by the listed company to the independent financial adviser to give opinions complies with laws, regulations and relevant provisions of the CSRC and Shanghai Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
4. The professional opinions issued on this major asset restructuring have been verified by the independent financial advisor, and the core institution agrees to issue this independent financial advisor report.
5. The independent financial advisor has taken strict confidentiality measures, strictly implemented the risk control and internal firewall system, and there are no problems of insider trading, market manipulation and securities fraud.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of the independent financial adviser's report. Investors are specially reminded to carefully read the full text of the independent financial adviser's report and pay special attention to the following matters: I. overview of the transaction scheme (I) counterparty
The counterparty of this transaction is Yurun gold Co., Ltd., a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) affiliated listed company Shandong Yulong Gold Co.Ltd(601028) in Australia. The equity structure of Yurun gold is shown in the figure below: (II) underlying assets
The underlying asset of this transaction is 100% equity of nqm company.
(III) transaction mode
Jinan High-Tech Development Co.Ltd(600807) sold 100% equity of nqm company held by CQT company, a wholly-owned subsidiary indirectly controlled by Jinan High-Tech Development Co.Ltd(600807) through non-public agreement transfer. The transferee was 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) and the transaction consideration was paid in cash. This transaction is the asset integration between holding enterprises within the same state funded enterprise, and does not involve new overseas investment.
Jinan High-Tech Development Co.Ltd(600807) indirectly holds the shares of CQT company through its wholly-owned subsidiary Tianye gold. CQT company designated its parent company Tianye gold as the implementation subject and payee of this equity transfer, and signed the relevant agreements and authorization documents of this equity acquisition on its behalf.
Yurun gold designated Shandong Yulong Gold Co.Ltd(601028) as the implementation subject and payer of this equity acquisition, and signed relevant agreements and authorization documents on behalf of this equity acquisition.
The equity structure before this transaction is as follows:
The equity structure after the transaction is as follows:
(IV) pricing basis and transaction pricing of the underlying assets
The transaction price of the underlying assets this time is based on the evaluation results of the evaluation report issued by the asset evaluation institution with securities and futures business qualification and filed with economic high holdings. According to the appraisal report issued by Zoomlion appraisal and filed with economic high holdings, taking June 30, 2021 as the appraisal base date, the total appraisal result of the assets to be sold in this transaction is RMB 9028246 million. The transaction consideration of the target company is 9028246 million yuan after negotiation between the two parties.
50% of the transfer price, i.e. RMB 451412300, shall be paid within 5 working days from the date when the equity transfer agreement and the supplementary agreement are deliberated and approved by the general meeting of Shandong Yulong Gold Co.Ltd(601028) and Jinan High-Tech Development Co.Ltd(600807) shareholders;
Within 10 working days from the date of delivery of the underlying assets, pay the remaining 50% of the transfer price, i.e. RMB 451412300.
(V) transaction tax arrangement
Each party shall bear the taxes and expenses related to this transaction in accordance with the applicable laws and regulations. Including but not limited to: the Seller shall pay the taxes payable by the seller in connection with this transaction; The stamp duty payable in this transaction shall be paid by the buyer. (VI) profit and loss in transition period
During the transition period from the benchmark date of the subject company to the completion of the shareholder change registration procedures, the profits generated by the target company are enjoyed by Yurun gold, and the losses are made up by the performance compensation subject hi tech urban construction in cash. High tech urban construction shall pay the loss amount to Shandong Yulong Gold Co.Ltd(601028) , within 30 working days from the date of issuing the special audit report on the profit and loss of the target company during the transition period. (VII) personnel resettlement
This transaction does not involve the resettlement of employees of the target company. The original employees of the target company will continue to be employed by the target company after the delivery date. (VIII) arrangement of accumulated undistributed profits
The accumulated undistributed profits of the target company as of the signing date of the equity transfer agreement shall not be distributed until the industrial and commercial change registration of the target equity is handled to the transferee. The transferee shall enjoy the accumulated undistributed profits of the target enterprise according to the proportion of equity transferred. (IX) performance commitment and performance compensation arrangement
1. Performance commitment
The total committed cumulative net profit of the target company in 2022, 2023 and 2024 is about $116 million, which is no less than $36 million in 2022, no less than $39 million in 2023 and no less than $41 million in 2024 respectively.
2. Performance compensation
(1) High tech urban construction, Shandong Yulong Gold Co.Ltd(601028) Hi Tech smart valley will jointly hire an accounting firm with securities practice qualification to issue a special audit report (hereinafter referred to as the "year") on the completion of performance commitments by the target company in each year of the performance commitment period (the first year 2022, the second year 2023 and the third year 2024, hereinafter referred to as the "year") and the cumulative completion of performance commitments in the three years after the expiration of the performance commitment period“ The difference between the actual net profit and the committed net profit of the target company in each year and after the expiration of three years shall be determined according to the special audit results of the special audit report.
(2) During the performance commitment period, if the target company fails to realize the promised net profit of the current year in the first year, but by the end of the current year, the target company has realized more than 80% (including this amount), the compensation can be exempted temporarily in the current year; The net profit of the company in the first two years (including the accumulative amount of the promised net profit in the second year) is more than 80%, but less than 80% of the net profit in the second year; Subsequently, according to the accumulated actual net profit realized during the three-year commitment period, if the accumulated committed net profit is not completed, the compensation amount shall be calculated at one time after the expiration of the three-year commitment period.
(3) During the performance commitment period, if the target company fails to realize the committed net profit of the current year, and the cumulative committed net profit of the target company is less than 80% by the end of the current year, the compensation amount shall be calculated according to the following formula:
Amount to be compensated = cumulative committed net profit of the target company as of the end of the current year – cumulative realized net profit of the target company as of the end of the current year – amount compensated.
(4) If performance compensation is required in the current year, the compensation amount in the current year shall be converted into RMB at the average exchange rate of Australian dollar to RMB in the 12 months of the current year. If the compensation amount is calculated at one time after the expiration of three years, the accumulated compensation amount in three years shall be converted into RMB at the average exchange rate of Australian dollar to RMB in 12 months of the third year.
(5) During the performance commitment period, if the net profit realized by the target company in the current year exceeds the net profit committed in the current year, the amount of compensation payable in the current year shall be taken as 0.
(6) When the performance commitment expires, according to the special audit report, if the net profit of the performance commitment completed in three years exceeds the total net profit of the three years, the excess part compensated during the performance commitment period shall be returned to the performance indemnifier hi tech urban construction and the difference indemnifier hi tech smart Valley in one time within 30 working days from the date of issuing the special audit report, High tech smart Valley, which compensates for the difference, has the right to recover the compensated amount first.
(7) During the period from the base date to the target asset delivery date, the profits generated by the target company are enjoyed by Shandong Yulong Gold Co.Ltd(601028) subordinate acquirers, and the losses are made up by high tech urban construction in cash. High tech urban construction agrees to pay the loss amount to Shandong Yulong Gold Co.Ltd(601028) , within 30 working days from the date of issuing the special audit report on the profit and loss of the target company during the transition period. 3. Compensation mode
When the target company triggers the performance compensation conditions during the performance commitment period, high tech urban construction shall compensate Shandong Yulong Gold Co.Ltd(601028) in the way agreed in the agreement within 30 working days from the date of issuing the special audit report on the achievement of performance commitments in each year, and high tech wisdom valley shall bear the liability for the difference compensation for the part that high tech urban construction cannot compensate.
2、 Nature of this transaction (I) this transaction constitutes a major asset restructuring
The comparison between the audited financial statements of the target company in 2021 and the audited consolidated financial statements of the listed company in 2021 is as follows:
Unit: 10000 yuan
Does it constitute a material
Proportion of book value index of the target company of the project listed company
assets reorganization
Total assets 618194079503102 15.37% no
Net assets (note) 44210425475076 123.84%
Operating income 128154987071001 55.18%
Note: net assets are the net assets attributable to the owners of the parent company as of December 31, 2021, excluding minority shareholders' equity
According to the above calculation, the net assets and operating income of the target company under the audited financial statements in 2021 account for more than 50% of the relevant audited financial indicators of the listed company in that year, and the net assets exceed 50 million yuan. According to the provisions of the reorganization management measures, this transaction constitutes a major asset reorganization, and corresponding information disclosure shall be made in accordance with the provisions. (II) this transaction constitutes a connected transaction
The counterparty of this transaction is a wholly-owned subsidiary of Shandong Yulong Gold Co.Ltd(601028) a related listed company controlled by the same actual controller as Jinan High-Tech Development Co.Ltd(600807) and this transaction constitutes a related party transaction in accordance with the Listing Rules of Shanghai Stock Exchange and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions. The related directors related to this transaction have avoided voting when considering the proposals related to this transaction, and the related shareholders will also avoid voting when the listed company holds the shareholders' meeting to vote on this transaction. (III) this transaction does not constitute reorganization and listing
This transaction does not involve the issuance of shares by listed companies and will not lead to changes in the equity structure of listed companies. Before and after this transaction, the controlling shareholders of the listed company are high tech
