East Asia Qianhai Securities Co., Ltd
Verification opinions on this major asset reorganization does not constitute reorganization and listing
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as the “listed company”) plans to sell 100% equity of nqm company 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 Jinan High-Tech Development Co.Ltd(600807) affiliated listed company, and the transaction consideration is paid in cash. East Asia Qianhai Securities Co., Ltd. (hereinafter referred to as “East Asia Qianhai securities” and “independent financial consultant”) as the independent financial consultant of the listed company for this transaction, in accordance with the provisions of the administrative measures for major asset restructuring of listed companies (hereinafter referred to as “the administrative measures for restructuring”), checked whether this transaction constituted the reorganization and listing specified in Article 13 of the administrative measures for restructuring, and expressed the following opinions: 1 Provisions on reorganization and listing
Paragraph 1 of Article 13 of the measures for the administration of reorganization stipulates that if a listed company purchases assets from the acquirer and its affiliates within 36 months from the date of change in the self-control right of the listed company, resulting in one of the following fundamental changes of the listed company, it constitutes a major asset reorganization, It shall be reported to the CSRC for approval in accordance with the provisions of these measures: (I) the total assets purchased account for more than 100% of the total assets at the end of the audited consolidated financial accounting report in the previous accounting year when the control of the listed company changes;
(II) the operating income generated by the purchased assets in the latest accounting year accounts for more than 100% of the operating income in the audited consolidated financial and accounting report of the previous accounting year in which the control of the listed company changes;
(III) the net assets purchased account for more than 100% of the net assets at the end of the audited consolidated financial and accounting report in the previous fiscal year when the control of the listed company changes;
(IV) the shares issued for the purchase of assets account for more than 100% of the shares on the trading day before the resolution of the board of directors of the listed company to purchase assets from the acquirer and its affiliates for the first time;
(V) although the assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in items (I) to (IV) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
(VI) other circumstances identified by the CSRC that may lead to fundamental changes in the listed company. 2、 This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures
The reorganization is a major asset sale, and the counterparty purchases the underlying assets in cash, which does not involve the issuance of shares and the purchase of assets by the company, and will not lead to changes in the equity structure of the listed company. This major asset restructuring will not lead to changes in the controlling shareholder and actual controller of the company.
After verification, the independent financial adviser believes that:
This transaction does not constitute the situation of reorganization and listing stipulated in Article 13 of the reorganization measures.
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(there is no text on this page, which is the signature page of the verification opinion of East Asia Qianhai Securities Co., Ltd. that this major asset reorganization does not constitute reorganization and listing)
Financial advisor sponsor:
Huang Dehua, fan Junwei
East Asia Qianhai Securities Co., Ltd. date, 2022
