East Asia Qianhai Securities Co., Ltd
Verification opinions on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
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, has carefully analyzed whether the reorganization complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies, and the explanations are as follows:
1. The underlying asset of this transaction is equity, which does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters; The relevant approval matters involved in this transaction have been disclosed in detail in the report on the sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft), as well as the situations that need to be submitted for approval, and special tips have been given to the risks that may not be approved;
2. Where the sale of major assets does not involve the purchase of assets or enterprise equity, the provisions of paragraphs 2 and 3 of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies shall not apply. 3. This transaction will help listed companies reduce the scale of liabilities, optimize the asset structure, save capital and interest expenses, reduce operating pressure, and enhance their anti risk ability; This transaction is conducive to the listed company to focus on its main business, make rational use of the funds obtained from the transaction and enhance its sustainable profitability. The controlling shareholders of the listed company have made relevant commitments to avoid horizontal competition and regulate related party transactions, which will not affect the independence of the company. To sum up, East Asia Qianhai Securities Co., Ltd. believes that this restructuring complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
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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 compliance of this transaction with the provisions of Article 4 of the provisions on regulating major asset restructuring of listed companies)
Financial advisor sponsor:
Huang Dehua, fan Junwei
East Asia Qianhai Securities Co., Ltd. date, 2022
