East Asia Qianhai Securities Co., Ltd. on the industrial policy and transaction type of this transaction of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
of
Verification opinions of independent financial advisor
Independent financial advisor
May, 2002
Statement and commitment
East Asia Qianhai Securities Co., Ltd. (hereinafter referred to as “East Asia Qianhai” and “the independent financial consultant”) is entrusted by Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as ” Jinan High-Tech Development Co.Ltd(600807) ,” listed company “or” the company “) to act as the independent financial consultant for the sale of major assets (hereinafter referred to as” the transaction “).
The verification opinions of the independent financial adviser are in accordance with the requirements of normative documents such as the implementation plan of the merger and reorganization audit separation system of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the guidelines for the application of the self regulatory rules of listed companies of Shanghai Stock Exchange No. 1 – major asset reorganization of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and in accordance with the recognized business standards of the securities industry After the disclosure of the relevant documents of the listed company and the due diligence of the CSRC, all parties shall issue the relevant documents to the CSRC in an honest and prudent manner.
As the independent financial adviser of this transaction, the opinions put forward are based on the assumption that all parties to this transaction fully perform all their obligations and assume all their responsibilities in accordance with the terms of relevant agreements and commitments. The independent financial adviser hereby makes the following statement:
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues the independent financial advisor’s verification opinions on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which this verification opinion is based are provided by the relevant parties to the independent financial adviser. The relevant parties are responsible for the authenticity, accuracy and integrity of the information provided. The relevant parties guarantee that there are no false records, misleading statements or major omissions, and bear individual and joint liabilities for the legitimacy, authenticity and integrity of the information provided. The verification opinion issued by the independent financial adviser is based on the assumption that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements. If the above assumption is not tenable, the independent financial adviser will not bear any risk liability arising therefrom.
Section I verification opinions of independent financial advisor
In accordance with the requirements of laws and regulations such as the implementation plan of the merger and reorganization review separation system of the CSRC, the relevant questions and answers on the industrial policy requirements of the “Exemption / fast track” of the merger and reorganization review separation system (October 19, 2018), the guidance on the application of regulatory rules – listing class No. 1, and the guidance on the application of self regulatory rules for listed companies on Shanghai Stock Exchange No. 1 – major asset reorganization of the Shanghai Stock Exchange, The independent financial advisor reviewed the report on the sale of major assets of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) related to the transaction and the materials provided by all parties, verified the industrial policies and transaction types of the transaction, and issued the following verification opinions:
1、 Whether the industries or enterprises involved in this transaction belong to the industries or enterprises that mainly support the promotion of merger and reorganization, such as “leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization”, as determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology, And whether it is new in the relevant questions and answers on the industrial policy requirements of “Exemption / fast track” of M & A Review and separation system (October 19, 2018) “High grade CNC machine tools and Siasun Robot&Automation Co.Ltd(300024) , aerospace equipment, marine engineering equipment and high-tech ships, advanced rail transit equipment, power equipment, new generation information technology, new materials, environmental protection, new energy and biological industries; other industries in urgent need of accelerated integration, transformation and upgrading required by the CPC Central Committee and the State Council.”
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 gold 2 Pty Ltd (hereinafter referred to as” nqm company “, the main asset is pajinge gold mine project), and the counterparty Yurun gold Co., Ltd. pays in cash (hereinafter referred to as” this transaction “).
The target company nqm is mainly engaged in gold mining business. According to the classification of the industry classification guidelines for listed companies issued by the CSRC, nqm company belongs to the “mining industry”.
Therefore, the independent financial adviser believes that the industry of the subject company involved in this transaction does not belong to the opinions of the State Council on promoting enterprise merger and reorganization The industry or enterprise categories determined in the guiding opinions on accelerating the merger and reorganization of enterprises in key industries and the relevant questions and answers on the industrial policy requirements of “Exemption / fast track” of merger and reorganization review and separation system (October 19, 2018). 2、 Whether the transaction type involved in this major asset reorganization belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing.
This transaction is for the listed company to sell its 100% equity of nqm company to Yurun gold Co., Ltd. Yurun gold was established on August 26, 2021 and is a wholly-owned subsidiary of Jinan High-Tech Development Co.Ltd(600807) affiliated listed company Shandong Yulong Gold Co.Ltd(601028) in Australia, which is specially established for this transaction. This transaction is the sale of assets by a listed company and does not belong to the same industry or upstream and downstream M & A of a listed company.
After this transaction, the controlling shareholder of the listed company is still Jinan Gao Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd. and its persons acting in concert, and the actual controller is still the Management Committee of Jinan High-Tech Development Co.Ltd(600807) technology industry development zone. This transaction will not lead to the change of the controlling shareholder and actual controller of the listed company, and will not constitute the situation of reorganization and listing specified in Article 13 of the reorganization management measures.
Therefore, the independent financial adviser believes that this transaction does not belong to the same industry or upstream and downstream mergers and acquisitions, and does not constitute reorganization and listing.
3、 Does this major asset restructuring involve the issuance of shares
This transaction is a sale of major assets, does not involve the issuance of shares, and will not affect the equity structure of the listed company.
Therefore, the independent financial adviser believes that this transaction does not involve the issuance of shares.
4、 According to the statement and commitment issued by the listed company and the query results of the independent financial consultant on relevant public information, the independent financial consultant believes that there is no case of the listed company being filed and audited by the CSRC and not yet closed.
Section II independent financial advisor’s concluding comments
After checking the report on major asset sale of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (Draft) and relevant documents, the independent financial adviser believes that:
1. The industry of the subject company involved in this transaction does not belong to the industry or enterprise category determined in the opinions of the State Council on promoting enterprise merger and reorganization, the guiding opinions on accelerating the merger and reorganization of enterprises in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology, and the relevant questions and answers on the industrial policy requirements of “Exemption / fast track” for the audit of merger and reorganization (October 19, 2018);
2. This transaction does not belong to the same industry or upstream and downstream mergers and acquisitions, and does not constitute reorganization and listing;
3. This transaction does not involve the issuance of shares;
4. There is no case of a listed company that has not been closed by the CSRC.
(no text below)
(there is no text on this page, which is the signature and seal page of the verification opinions of East Asia Qianhai Securities Co., Ltd. on the industrial policy and transaction type of this transaction of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd.)
Financial advisor sponsor:
Huang Dehua, fan Junwei
East Asia Qianhai Securities Co., Ltd. date, 2022
