East Asia Qianhai Securities Co., Ltd. about Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Sale of major assets and related party transactions
Special verification opinions on real estate business
Independent financial advisor
May, 2002
interpretation
Unless otherwise specified, the following words in this special verification opinion have the following meanings:
Listed company / company / Jinan High-Tech Development Co.Ltd(600807) refers to Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
The company and its subordinate enterprises refer to the real estate enterprises within the scope of Jinan High-Tech Development Co.Ltd(600807) and its consolidated statements
Independent financial consultant, East Asia Qianhai
Refers to East Asia Qianhai Securities Co., Ltd
negotiable securities
CQT holdings Pty Limited, a subsidiary of the company, intends to transfer its 100% equity of nqm gold 2 held by Pty Ltd to yurain, a Shandong Yulong Gold Co.Ltd(601028) subsidiary
Gold Pty Ltd
The reporting period refers to the period from January 1, 2020 to December 31, 2021
The real estate management law refers to the urban real estate management law of the people's Republic of China
GF [2008] No. 3 refers to the notice of the State Council on promoting economical and intensive land use (GF [2008] No. 3)
Notice of the general office of the State Council on promoting the steady and healthy development of the real estate market (GBF [2010] No. 4)
[2010] No. 4)
GF [2010] No. 10 refers to the notice of the State Council on Resolutely Curbing the excessive rise of house prices in some cities (GF [2010] No. 10)
Notice of the general office of the State Council on issues related to further improving the regulation and control of the real estate market (GBF [2011] No. 1)
(GBF [2011] No. 1)
Notice of the general office of the State Council on continuing to do a good job in the regulation and control of the real estate market (GBF [2013] No. 17)
[2013] No. 17)
The measures for the administration of pre-sale refers to the measures for the administration of pre-sale of urban commercial housing (revised in 2004)
Ministry of housing and urban rural development on Further Strengthening the supervision of the real estate market and improving the pre-sale and construction of commercial housing [2010] No. 53
Notice on issues related to the system (JF [2010] No. 53)
The CSRC's regulatory policy on adjusting the real estate business involved in refinancing, M & A and reorganization of listed companies refers to
(January 16, 2015)
The Interim Regulations refer to the Interim Regulations of the people's Republic of China on the assignment and transfer of the right to the use of state owned land in cities and towns
The measures for the disposal of idle land refers to the measures for the disposal of idle land (Order No. 53 of the Ministry of land and resources)
The real estate management law refers to the urban real estate management law of the people's Republic of China
CSRC refers to the China Securities Regulatory Commission
Yuan means RMB yuan
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as "company", " Jinan High-Tech Development Co.Ltd(600807) " or "listed company")
It is proposed to transfer 100% equity of nqm gold 2 Pty Ltd held by its subsidiary CQT holdings Pty Limited
Transferred to yuraingoldpty Ltd, a subsidiary of Shandong Yulong Gold Co.Ltd(601028) company (hereinafter referred to as "the company")
This transaction constitutes a major asset restructuring.
East Asia Qianhai Securities Co., Ltd., as an independent financial consultant for the Jinan High-Tech Development Co.Ltd(600807) major asset restructuring, is based on
According to Guo Fa [2010] No. 10 document, Guo Ban Fa [2013] No. 17 document and other relevant policies of the State Council on real estate regulation and control
Provisions and the verification requirements related to real estate business in the regulatory policy of the CSRC
Whether the real estate development projects of hi tech and its subsidiaries within the scope of consolidated statements during the reporting period involve idle land
Special verification has been carried out for illegal acts such as land, land speculation, reluctant sale of cover sector and bid up house prices, and this special certificate has been issued
Verification opinions.
1、 Scope of verification project
According to GBF [2013] No. 17 document and the regulatory policy issued by China Securities Regulatory Commission, the
The real estate projects included in the verification scope include those developed in China by Jinan High-Tech Development Co.Ltd(600807) and its subordinate enterprises during the reporting period
Completed, under construction and proposed real estate development projects.
According to the verification, during the reporting period, Jinan High-Tech Development Co.Ltd(600807) and its subordinate enterprises had 6 completed projects and 6 projects under construction
The details of the above real estate projects are as follows:
Serial number project name development unit land use development status
1. The residential land of shengshijingyuan Yantai Cunbao Real Estate Development Co., Ltd. has been completed
2. The residential land of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. in Shengshi Longcheng district a has been completed
3. The residential land of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. in Shengshi Longcheng District B has been completed
4. The residential land of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. in Shengshi Longcheng District C has been completed
5. The commercial and financial industries of Shandong Yong'an Real Estate Development Co., Ltd. in Longao Tianjie square have been completed
6. The residential land of Zhangqiu branch of Shengshi international Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. has been completed
7. The residential land and commercial land of lanjiayuan Dongying Lankai Real Estate Co., Ltd. are under construction
8. The residential land and commercial land of Weifang Jigao Hangu Industrial Development Co., Ltd. in Jigao Guanlan county are under construction
9. Other commercial land and commercial and financial land under construction of Jigao Shanghe yinqihe Jigao Industrial Development Co., Ltd
Qihe Jigao Urban Construction Co., Ltd
10. Qihe Jigao Urban Development Co., Ltd. is under construction for ordinary commercial housing land of Qizhou Prefecture
Serial number project name development unit land use development status
Jigao international health culture
11. Other commercial land under construction base project of Qihe Jigao Industrial Investment Co., Ltd. (phase I)
Jigao Tianan industrial interconnection Jigao Tianan Zhigu (Wuxi) Construction Development Co., Ltd
12 industrial land under construction industrial base Division
2、 Verification method
(I) verification methods for the existence of idle land, land speculation, etc
In order to check whether there is idle land in the reporting period of relevant real estate enterprises within the scope of audit
The verification methods adopted by the independent financial adviser include but are not limited to:
1. Check the real estate project development process of Jinan High-Tech Development Co.Ltd(600807) and its subordinate enterprises during the reporting period provided by Jinan High-Tech Development Co.Ltd(600807) and
Land transfer contract, land use certificate and other ownership supporting documents obtained in the project;
2. Check the real estate project development process of Jinan High-Tech Development Co.Ltd(600807) and its subordinate enterprises during the reporting period provided by Jinan High-Tech Development Co.Ltd(600807) and
Including but not limited to construction land planning permit, construction project planning permit and construction project construction permit
Construction related documents such as construction permit;
3. Check Jinan High-Tech Development Co.Ltd(600807) and its controlling shareholders and persons acting in concert during the reporting period Jinan High-Tech Development Co.Ltd(600807) and
There are no illegal acts such as idle land and land speculation, and there are no violations of land management laws and regulations
Written commitment documents of administrative punishment or being filed for investigation;
4. Log in to the websites of the land and resources management departments where the real estate projects of Jinan High-Tech Development Co.Ltd(600807) and its subsidiaries are located, including the website of the Ministry of natural resources of the people's Republic of China（ http://www.mnr.gov.cn./ ）Natural resources in Shandong Province
Hall（ http://dnr.shandong.gov.cn./ ）, Jinan natural resources and Planning Bureau（ http://nrp.jinan.gov.cn./ ）Credit China website（ https://www.creditchina.gov.cn./ ）And consult the public information of relevant competent departments
Relevant administrative punishment information about land violations disclosed;
5. Verify that the land and resources obtained by Jinan High-Tech Development Co.Ltd(600807) and other government departments are free from administrative punishment and punishment
(filing) investigation and other supporting documents of business compliance.
(II) verification methods on whether there are situations such as covering the market, reluctant to sell, driving up house prices, etc
In order to check whether the relevant real estate enterprises within the scope of audit in the reporting period have covered the market during the reporting period
The verification methods adopted by the independent financial consultant include but are not limited to:
1. Check the documents related to the pre-sale and sales of the project, such as the commercial housing pre-sale license obtained by Jinan High-Tech Development Co.Ltd(600807) and its subordinate enterprises in the process of real estate project development;
2. Check the commitment documents issued by Jinan High-Tech Development Co.Ltd(600807) and its controlling shareholders and persons acting in concert that there is no administrative punishment or being investigated for illegal acts such as covering the market, reluctant to sell and driving up house prices;
3. Obtain the commitment documents issued by relevant real estate enterprises that there are no illegal acts such as covering the market, reluctant to sell and driving up house prices during the reporting period, and there are no administrative penalties or being investigated due to violations of land management laws and regulations;
4. Query the website of the Ministry of housing and urban rural development of the people's Republic of China（ https://www.mohurd.gov.cn./ ）, Shandong Provincial Department of housing and urban rural development（ http://zjt.shandong.gov.cn./ ）, Jinan housing and Urban Rural Development Bureau（ http://jncc.jinan.gov.cn./ ）And other websites on the publicity information of illegal cases of commercial housing sales, and search through the network whether the relevant real estate enterprises within the scope of this verification have been subject to administrative punishment by the relevant departments of housing and construction management or are being (filed) investigated for illegal acts such as covering the market, reluctant to sell and driving up house prices during the reporting period. 3、 Verification basis and verification situation (I) verification on whether there is idle land
1. Main legal provisions on the identification of idle land
Article 26 of the real estate management law stipulates that if the land use right is obtained by means of transfer for real estate development, the land must be developed according to the land use and development period agreed in the land use right transfer contract. exceed
