Dongxing Securities Corporation Limited(601198)
about
Shanghai Sk Automation Technology Co.Ltd(688155)
Purchase of major assets
of
Independent financial advisor Report
Independent financial advisor
May, 2002
Statement and commitment
Dongxing Securities Corporation Limited(601198) accepts the entrustment of Shanghai Sk Automation Technology Co.Ltd(688155) to act as the independent financial adviser of this transaction. In accordance with the provisions of 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 standards for the content and format of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the special provisions on major asset restructuring of listed companies on the science and innovation board, The independent financial advisor gives independent verification opinions on relevant matters.
1、 Statement of independent financial adviser
1. The independent financial advisor has no relationship with the parties to this transaction. The independent financial advisor issues an independent financial advisor report on this transaction based on the principles of objectivity and impartiality.
2. The documents and materials on which the report is based are provided by relevant parties to the independent financial adviser. The relevant parties shall be responsible for the authenticity, accuracy and completeness 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 completeness 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.
3. The independent financial advisor has conducted due diligence on the facts on which this report is issued, and is responsible for the authenticity, accuracy and completeness of this report.
4. The scope of responsibilities of the independent financial adviser does not include the comments on the commercial feasibility of the transaction that should be the responsibility of the board of directors of the listed company. The purpose of this independent financial adviser's report is to express independent opinions on the legality and compliance of this transaction plan through detailed verification and in-depth analysis of the contents involved in the transaction plan. 5. The independent financial advisor reminds investors that the report of the independent financial advisor does not constitute any investment suggestions and opinions on the listed company, nor does it constitute suggestions or judgments on the price or market trend of the shares or other securities of the listed company at any time point. The independent financial adviser shall not be liable for the risks that may arise from any investment decision made by the investor according to the independent financial adviser's report.
6. The independent financial adviser specially reminds the shareholders and other investors of the listed company to carefully read the relevant resolutions, announcements, financial information, legal opinions and other documents related to the transaction issued or to be issued by the board of directors of the listed company.
7. The independent financial advisor has not entrusted or authorized any other institution or individual to provide the information not listed in the financial advisor's report and any explanation and explanation of the financial advisor's report. Without the written consent of the independent financial advisor, no one shall copy, distribute or extract the financial advisor's report or any of its contents at any time, for any purpose or in any form, The independent financial advisor has the right to interpret any ambiguity that may exist in the financial advisor's report.
8. The performance of the duties of the independent financial adviser by the independent financial adviser shall not relieve or exempt the duties of the listed company, its directors, management and other professional institutions and personnel.
9. The financial advisor's report is only for this transaction and shall not be used for any other purpose. The opinions of the independent financial advisor shall be considered as the overall content of the financial advisor's report.
2、 Commitment of independent financial advisor
As the independent financial adviser of the listed company on this transaction, Dongxing Securities Corporation Limited(601198) the opinions on this transaction are based on the assumption that all parties to this transaction fully perform all their responsibilities in accordance with relevant agreements and commitments. The independent financial advisor hereby makes the following commitments:
1. The independent financial adviser has fulfilled the obligation of due diligence in accordance with the provisions 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 and the counterparty;
2. The independent financial advisor has fully verified the documents disclosed by the listed company and the counterparty, and is sure that the content and format of the disclosure documents meet the requirements;
3. There are sufficient reasons to believe that the trading scheme entrusted by the listed company to the independent financial adviser to issue opinions complies with laws, regulations and relevant provisions of the CSRC and the Shanghai Stock Exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions;
4. Professional opinions on this transaction have been submitted to the independent financial advisor's core institution for review, and the core institution agrees to issue such professional opinions;
5. The independent financial adviser has taken strict confidentiality measures, strictly implemented the risk control and internal isolation system, and there are no problems of insider trading, market manipulation and securities fraud.
catalogue
Statements and commitments 2 interpretation 5. Tips on major issues 8 major risk tips Section I overview of this transaction Section 2 basic information of listed companies Section 3 basic information of the counterparty Section 4 basic information of the subject matter of the transaction 69 Section V valuation of the subject matter of the transaction Section 6 main contents of this transaction contract 164 Section VII verification opinions of independent financial adviser Section VIII independent financial advisor's core procedures and internal audit opinions one hundred and ninety-one
interpretation
In this report, unless otherwise specified, the following words have the following meanings:
1、 General terms
Listed company, Shanghai Sk Automation Technology Co.Ltd(688155) refers to Shanghai Sk Automation Technology Co.Ltd(688155)
This report and the independent financial consultant's report refer to Dongxing Securities Corporation Limited(601198) the independent financial consultant's report on the purchase of major assets of Shanghai Xianhui Automation Technology Co., Ltd
This transaction refers to Shanghai Sk Automation Technology Co.Ltd(688155) paying cash to Shi Zenghui and others to purchase 51% equity of the target company
The target company refers to Ningde Dongheng Machinery Co., Ltd
The underlying assets and transaction targets refer to 51% equity of Ningde Dongheng Machinery Co., Ltd
Counterparties refer to Shi Zenghui, Lin Chenbin and Lin Liju
Compensation obligor refers to Shi Zenghui
Xianhui Machinery Co., Ltd. refers to Shanghai Xianhui Machinery Co., Ltd
Ningde Kelly refers to Ningde Kelly Energy Technology Co., Ltd
Ningde Baocheng refers to Ningde Baocheng Energy Technology Co., Ltd
Ningdehead refers to ningdehead Energy Technology Co., Ltd
Ningde Hengdong refers to Ningde Hengdong Energy Technology Co., Ltd
Liyang Dongheng refers to Liyang Dongheng Energy Technology Co., Ltd
Liyang Kelly refers to Liyang Kelly Energy Technology Co., Ltd
Liyang Hengdong refers to Liyang Hengdong Energy Technology Co., Ltd
Yibin Kelly refers to Yibin Kelly Energy Technology Co., Ltd
Shanghai Kelly refers to Kelly new energy technology (Shanghai) Co., Ltd
Fujian Baocheng refers to Fujian Baocheng Precision Machinery Co., Ltd
Equity acquisition agreement refers to the equity acquisition agreement between Shanghai Sk Automation Technology Co.Ltd(688155) and Shi Zenghui, Lin Chenbin and Lin Liju on Ningde Dongheng Machinery Co., Ltd
Performance compensation agreement between Hengde Machinery Co., Ltd
The audit report refers to the 2020 and 2021 audit report of Ningde Dongheng Machinery Co., Ltd. (shzbz (2022) No. 3310)
Reference review report refers to the reference for Shanghai Sk Automation Technology Co.Ltd(688155) 2020 and 2021
Examination and review report (shzbz (2022) No. 3326)
The appraisal report involved in Shanghai Sk Automation Technology Co.Ltd(688155) proposed equity acquisition refers to the appraisal report on the value of all equity assets of the shareholders of Ningde Dongheng Machinery Co., Ltd. (Hu Jia Ping Bao Zi (2022) No. 0031)
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to China Securities Depository and Clearing Co., Ltd
The State Intellectual Property Office refers to the State Bureau under the administration of the State Administration of market supervision and administration
Ministry of finance means the Ministry of finance of the people's Republic of China
The State Council refers to the State Council of the people's Republic of China
Independent financial advisor, Dongxing Securities Corporation Limited(601198) refers to Dongxing Securities Corporation Limited(601198)
Legal adviser and GF lawyer refer to Shanghai GF law firm
Audit institution and Shanghui certified public accountants refer to Shanghui Certified Public Accountants (special general partnership)
Appraisal institution and jiace appraisal refer to Shanghai jiace Assets Appraisal Co., Ltd
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The provisions on Several Issues concerning reorganization refers to the provisions on Several Issues concerning the regulation of major asset reorganization of listed companies
Review rules for restructuring of science and Innovation Board refers to the review rules for major asset restructuring of listed companies on science and Innovation Board of Shanghai Stock Exchange
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public - major asset restructuring of listed companies
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The articles of association refers to the Shanghai Sk Automation Technology Co.Ltd(688155) articles of association
Performance compensation period refers to 2022, 2023 and 2024
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
2、 Technical terms
GGII refers to the Institute of advanced industry
Power battery module refers to the battery containing group
Electric vehicle power assembly refers to an electric vehicle (ED) that integrates electronic control, motor, vehicle controller, reducer, charging and other products
