Federal Reserve Securities Co., Ltd
about
Hubei Mailyard Share Co.Ltd(600107) detailed equity change report
of
Verification opinions of financial advisor
January 2002
statement
In accordance with 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 the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies According to the regulations and normative documents, Federal Reserve Securities Co., Ltd. (hereinafter referred to as "Federal Reserve securities" or "the financial advisor") checked the Hubei Mailyard Share Co.Ltd(600107) detailed equity change report disclosed by the information disclosure obligor and its persons acting in concert in accordance with the recognized business standards, ethics and the spirit of diligence in the securities industry, and issued verification opinions.
In order to enable relevant parties to properly understand and use the verification opinions, the financial consultant hereby makes the following statement: 1. The financial consultant has fulfilled the obligation of due diligence in accordance with the provisions, checked the Hubei Mailyard Share Co.Ltd(600107) detailed equity change report disclosed by the information disclosure obligor and its concerted actors, and is sure that the content and format of the disclosure documents comply with the provisions, And ensure that there is no material difference between the professional opinions expressed and the disclosure contents of the information disclosure obligor and its persons acting in concert;
2. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor and its persons acting in concert. The information disclosure obligor and its persons acting in concert have made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate, complete and timely, without any major omission, false record or misleading statement, and are responsible for their authenticity, accuracy, integrity and legitimacy.
3. The financial advisor performed the verification procedures in strict accordance with relevant regulations, and the verification opinions issued on the detailed report on changes in equity were completely independent, and did not entrust or authorize any other institution or individual to provide information not listed in the verification opinions of the financial advisor and make any explanation or explanation for the verification opinions of the financial advisor.
4. In particular, investors are reminded that the verification opinions of the financial advisor do not constitute any investment suggestions for the parties to the equity change and their affiliated companies. The financial advisor does not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions of the financial advisor.
5. The financial consultant has no interest relationship with all parties involved in this equity change, and the verification opinions issued on this detailed equity change report are completely independent.
6. During his tenure as financial advisor, the financial advisor implemented strict confidentiality measures and internal firewall system.
7. The sponsor of the financial consulting project and the organization it represents have fulfilled their obligations of diligence and responsibility, checked and verified the contents of the detailed equity change report of the information disclosure obligor and its concerted actors, found no false records, misleading statements or major omissions, and assumed corresponding responsibilities for its authenticity, accuracy and completeness.
8. The financial consultant's verification opinions issued by the financial consultant have been submitted to the internal verification organization of the financial consultant company for review, and the professional opinions have been issued uniformly.
9. The financial advisor specially reminds the relevant subjects and investors of this acquisition to carefully read the detailed report on changes in equity issued by the information disclosure obligor and the persons acting in concert, as well as the full text of the announcement and documents for future reference of the relevant listed companies.
10. With regard to the continuous supervision of the acquisition, the financial advisor has signed relevant agreements with the acquirer in accordance with relevant laws and regulations.
11. According to the equity transfer agreement and equity pledge contract signed between Zhongfang silk road investment and yanneng capital, Zhongfang silk road investment shall pledge 42.5% of the equity of Zhongfang Silk Road Tianjin transferred from yanneng capital to yanneng capital. If Zhongfang silk road investment changes due to future market changes If the equity transfer price is not paid on schedule according to the payment time agreed in the agreement due to business changes and other reasons, the above 42.5% equity will be restored to its original state, which may lead to the risk of unstable control of the listed company.
catalogue
Declare that 1 catalog 3 interpretation 5 I. verification of the contents of the detailed equity change report of the information disclosure obligor and its persons acting in concert 6 II. Verification of the basic information of the information disclosure obligor and its persons acting in concert six
(I) verification of the subject qualification of the information disclosure obligor and its persons acting in concert six
(II) verification of the equity control relationship between the information disclosure obligor and its persons acting in concert 8 (III) information on the core enterprises and core industries controlled by the information disclosure obligor, its controlling shareholders and actual controllers
Verification of business, affiliated enterprises and main business 9 (IV) main business and financial statements of the information disclosure obligor, its controlling shareholders and persons acting in concert in recent three years
Verification of conditions (V) administrative punishment, criminal punishment and major punishment against the information disclosure obligor and its persons acting in concert in the last five years
Verification of civil litigation or arbitration matters (VI) review of the basic information of the information disclosure obligor and its directors, supervisors and senior managers acting in concert
Check 12 (VII) 5% of the listed company owned by the information disclosure obligor and its controlling shareholders, persons acting in concert and actual controllers
Verification of and above shares (VIII) holding more than 5% of the shares of the information disclosure obligor and its controlling shareholders, persons acting in concert and actual controllers
Verification of the situation of banks, trusts, securities companies, insurance companies and other financial institutions (IX) the controlling shareholders and actual controllers of the information disclosure obligor and its persons acting in concert have changed in the past two years
Verification of standardized instructions 14 III. verification of the purpose and decision of this equity change fourteen
(I) verification of the purpose of this equity change fourteen
(II) verification of plans to increase or dispose of shares of Listed Companies in the next 12 months fourteen
(III) verification of relevant decision-making procedures performed in the decision on the change of equity 15 IV. verification of the way of equity change 15 (I) verification of the rights and interests of the information disclosure obligor and its persons acting in concert in the listed company fifteen
(II) verification of the current equity change mode sixteen
(III) verification of the main contents of the agreements related to this equity change 16 (Ⅳ) verification of restrictions on the rights of shares of listed companies and other arrangements involved in this equity change 17 v. verification of the source of acquisition funds and their legitimacy Vi. verification of whether the information disclosure obligor has the management ability to standardize the operation of the listed company 18 VII. Verification of subsequent acquisition plan eighteen
(I) plans for changes or major adjustments to the main business of the listed company eighteen
(II) disposal plans for assets and businesses of listed companies and joint venture and cooperation plans with others eighteen
(III) adjustment plan for directors, supervisors and senior managers of listed companies eighteen
(IV) plan to amend the articles of association of the listed company nineteen
(V) adjustment plan for the employment of existing employees of listed companies nineteen
(VI) plans for major changes in dividend policies of listed companies nineteen
(VII) other plans that have a significant impact on the business and organizational structure of the listed company 19 VIII. Verification of the analysis of the impact of this equity change on the listed company twenty
(I) impact of this equity change on the independence of listed companies twenty
(II) impact of this equity change on horizontal competition of listed companies twenty
(III) impact of this equity change on related party transactions of listed companies 9. Verification of major transactions with listed companies twenty-two
(I) verification of transactions with listed companies and their subsidiaries twenty-two
(II) verification of transactions with directors, supervisors and senior managers of listed companies 22 (III) verification of compensation or similar arrangements for the proposed replacement of directors, supervisors and senior managers of the listed company twenty-three
(IV) verification of contracts, tacit understandings or arrangements that have a significant impact on the listed company X. verification of whether arrangements have been made to maintain the stable operation of listed companies during the transition period of acquisition and whether the arrangements comply with relevant provisions 11. Verification of whether the original controlling shareholders, actual controllers and their related parties of the listed company have outstanding liabilities to the company, have not released the guarantee provided by the company for its liabilities or other circumstances damaging the interests of the company 23 12. Verification of the trading of shares of Listed Companies in the first six months 23 (I) trading of shares of listed companies by information disclosure obligors and persons acting in concert within the first 6 months 24 (II) Dong Jiangao and his immediate family members of the information disclosure obligor and its persons acting in concert shall be traded and listed within the first 6 months
The situation of the company's shares 24 XIII. Instructions on the guidance and supervision of the information disclosure obligor and its persons acting in concert 24 XIV. Verification of other major matters of the information disclosure obligor and its persons acting in concert 24 XV. Opinions of the financial consultant twenty-five
interpretation
In this verification opinion, unless otherwise specified, the following abbreviations have the following meanings:
This verification opinion refers to the verification opinion of the financial advisor of the Federal Reserve Securities Co., Ltd. on the Hubei Mailyard Share Co.Ltd(600107) detailed equity change report
Listed company / company / Hubei Mailyard Share Co.Ltd(600107) refers to Hubei Mailyard Share Co.Ltd(600107) information disclosure obligor / China Textile refers to the controlling shareholder and person acting in concert of the silk road investment information disclosure obligor of Beijing Zhongfang Silk Road Investment Management Co., Ltd. / refers to Hubei Baijia Xingao Real Estate Co., Ltd. Baijia Xingao real estate detailed equity change report refers to Hubei Mailyard Share Co.Ltd(600107) detailed equity change report
Hubei Mailyard Share Co.Ltd(600107) group refers to Hubei Hubei Mailyard Share Co.Ltd(600107) Group Co., Ltd
China Textile Silk Road Tianjin refers to China textile silk road (Tianjin) textile and Garment Technology Co., Ltd
Zhongrongda international refers to zhongrongda international real estate (Beijing) Co., Ltd
Yanneng capital refers to yanneng Capital Management Co., Ltd
Equity transfer agreement refers to the equity transfer agreement between yanneng Capital Management Co., Ltd. and Beijing Zhongfang Silk Road Investment Management Co., Ltd. on Zhongfang Silk Road (Tianjin) textile and Garment Technology Co., Ltd
Equity pledge contract refers to the equity pledge contract signed by yanneng Capital Management Co., Ltd. and Beijing Zhongfang Silk Road Investment Management Co., Ltd
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Financial advisor / this financial advisor refers to Federal Reserve Securities Co., Ltd
The Company Law refers to the company law of the people's Republic of China
1、 Verification of the contents of the detailed equity change report of the information disclosure obligor and its persons acting in concert
Based on the principles of good faith and diligence, the financial consultant has conducted due diligence on the contents involved in the detailed report on changes in equity submitted by the information disclosure obligor and its persons acting in concert in accordance with the working procedures specified in the practice rules, and reviewed and verified the detailed report on changes in equity as necessary. The information disclosure obligor and its persons acting in concert have issued a letter of commitment to the financial adviser on the authenticity, accuracy and completeness of the documents provided, promised that the materials provided for the financial adviser to issue this verification opinion are free from false records, misleading statements or major omissions, and bear individual and joint legal liabilities for their authenticity, accuracy and completeness.
Based on the above analysis and arrangement, on the basis of careful due diligence on the information disclosure obligor and its persons acting in concert and careful reading of the relevant materials provided by the information disclosure obligor and its persons acting in concert, the financial consultant believes that the detailed report on changes in equity prepared by the information disclosure obligor and its persons acting in concert complies with the securities law The acquisition management measures, Standards No. 15, Standards No. 16 and other laws, regulations and rules require the acquisition information disclosure of listed companies, and the contents disclosed in the detailed equity change report are true, accurate and complete.
2、 Verification of the basic information of the information disclosure obligor and its persons acting in concert
(I) verification of subject qualification of information disclosure obligors and persons acting in concert
1. Basic information of information disclosure obligor
After verification, as of the signing date of this verification opinion, the information disclosure obligor is based
