Dongxing Securities Corporation Limited(601198)
Verification opinions of independent financial advisor on Shanghai Sk Automation Technology Co.Ltd(688155) the industrial policies and transaction types of this transaction
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “the listed company”) plans to pay cash to purchase 51% equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as “this transaction”).
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as “independent financial advisor” and “the independent financial advisor”) as the independent financial advisor of the listed company for this transaction, in accordance with the requirements of regulatory documents such as guidelines for the application of regulatory rules – listing class No. 1 of China Securities Regulatory Commission and guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 6 – major asset restructuring of Shanghai Stock Exchange, Checked the industrial policies and transaction types involved in this exchange, and issued the following verification opinions:
I Whether the industry or enterprise involved in this asset restructuring is determined by the guidance on the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, 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, electric 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 as required by the CPC Central Committee and the State Council Industry “
The target company of this transaction is a high-tech enterprise focusing on the R & D, design, production and sales of precision metal structural parts of new energy power batteries. After years of business expansion and technology accumulation, it has entered the supply chain system of China’s largest new energy power battery manufacturer and established a good cooperative relationship.
According to the classification of strategic emerging industries (2018) issued by the National Bureau of statistics, the industry of the target company is “5.2 manufacturing of new energy vehicle devices and accessories” and “5.2.3 manufacturing of new energy vehicle parts and accessories” of “5. New energy vehicle industry”. The main products of the target company are precision structural parts of new energy power batteries, which belong to the key products in the classification of strategic emerging industries (2018). According to the decision of the State Council on accelerating the cultivation and development of strategic emerging industries, the subject company’s main business serves the new energy vehicle industry and belongs to the strategic emerging industry currently supported by the state.
In conclusion, the independent financial adviser believes that the industries and enterprises involved in this restructuring belong to the new energy vehicle industry, It is determined by the guidelines for the application of regulatory rules – listing class No. 1 of the CSRC “Leading enterprises in automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization, 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, electric 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 as required by the CPC Central Committee and the State Council Industry “.
2、 Whether the transaction type involved in this major asset restructuring belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes backdoor listing
(I) the transaction type involved in this major asset reorganization belongs to M & A in the same industry
The main business of the subject matter of this transaction is the R & D, design, production and sales of precision metal structural parts of power batteries. It is a comprehensive service provider deeply engaged in the field of new energy vehicle parts, especially in the field of precision structural parts of power lithium batteries applied to new energy vehicles. It has rich industry experience and its main customers are Contemporary Amperex Technology Co.Limited(300750) .
The business of listed companies covers the intelligent manufacturing field of new energy vehicles and fuel vehicles. Its main business is the R & D, production and sales of various intelligent manufacturing equipment. At this stage, it mainly provides intelligent automatic production lines for medium and high-end automobile manufacturers and auto parts manufacturers at home and abroad. Its main customers include brilliance BMW, SAIC Volkswagen, Contemporary Amperex Technology Co.Limited(300750) , Farasis Energy (Gan Zhou) Co.Ltd(688567) , etc.
To sum up, the subject matter of the transaction and the listed company jointly serve the field of new energy power batteries and new energy vehicles. Therefore, the transaction type involved in this major asset restructuring belongs to M & A in the same industry.
(II) this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
This transaction does not involve the issuance and transfer of shares of listed companies, will not lead to changes in the equity structure of listed companies, and will not lead to changes in the controlling shareholders and actual controllers of listed companies. This transaction does not constitute the reorganization and listing stipulated in Article 13 of the reorganization management measures.
After verification, the independent financial adviser believes that the transaction type involved in this major asset reorganization belongs to M & A in the same industry and does not constitute the reorganization and listing specified in Article 13 of the measures for the administration of major asset reorganization of listed companies. 3、 Does this major asset restructuring involve the issuance of shares
This transaction is that the listed company plans to pay cash to purchase 51% equity of Ningde Dongheng Machinery Co., Ltd., which does not involve the issuance of shares.
After verification, the independent financial adviser believes that this major asset restructuring does not involve the issuance of shares.
4、 Is there any case of a listed company that has not been closed by the CSRC
After verification, the independent financial consultant believes that there is no case of a listed company that has not been closed by the CSRC.
5、 Other matters required by the CSRC or the exchange
None.
