China International Capital Corporation Limited(601995)
Special financial advisor's verification opinions on Guangdong Great River Smarter Logistics Co.Ltd(002930) industrial policies and transaction types of this transaction
In accordance with the requirements of normative documents such as the implementation plan of the merger and reorganization examination and separation system of China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the notice on cooperating with the relevant work of the merger and reorganization examination and separation system of Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") (issued on September 13, 2013), China International Capital Corporation Limited(601995) (hereinafter referred to as "independent financial consultant") is an independent financial consultant of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as "002930}" or "listed company") who plans to purchase 100% equity of Longxiang Group Holding Co., Ltd. (hereinafter referred to as "this transaction" or "this reorganization" or "this major asset reorganization") by paying cash, We have conducted special verification on the industrial policies and transaction types of this reorganization, and now express our opinions as follows.
Unless otherwise specified, the abbreviations or terms in this verification opinion have the same meanings as those in the Guangdong Great River Smarter Logistics Co.Ltd(002930) major asset purchase report (Draft).
1、 Whether the industries or enterprises involved in this transaction belong to the "leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions
According to the report on the purchase of Guangdong Great River Smarter Logistics Co.Ltd(002930) major assets (Draft), the listed company indirectly controls the overseas subsidiary Hongchuan Hong Kong as the offeror of this transaction, and plans to issue a voluntary comprehensive offer to purchase all the issued shares of Longxiang group from all shareholders of Longxiang group, a company listed on the main board of the Hong Kong stock exchange, in cash.
According to the industry classification guidelines for listed companies (revised in 2012) issued by CSRC, the industry of listed companies belongs to "G59 warehousing industry"; The target company is a petrochemical warehousing and logistics service provider, relying on its own terminals, pipelines, storage tanks, equipment and devices to provide customers with comprehensive warehousing services and related services. According to the industry classification guidelines for listed companies (revised in 2012) of China Securities Regulatory Commission, the industry of the target company is "G59 warehousing industry".
After verification, The independent financial adviser believes that the industries or enterprises involved in this reorganization do not belong to the "leading enterprises in automobile, steel, cement, ship, electrolytic aluminum, rare earth, electronic information, medicine and agricultural industrialization" determined in the opinions of the State Council on promoting enterprise merger and reorganization and the guiding opinions on accelerating enterprise merger and reorganization in key industries issued by 12 ministries and commissions such as the Ministry of industry and information technology And other industries or enterprises that focus on supporting the promotion of mergers and acquisitions. 2. Whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream mergers and acquisitions, and whether it constitutes reorganization and listing
(1) Whether the transaction type involved in this exchange belongs to the same industry or upstream and downstream M & A
Prior to this transaction, Guangdong Great River Smarter Logistics Co.Ltd(002930) was an innovative integrated petrochemical product logistics service provider, mainly providing comprehensive warehousing services and other related services for domestic and foreign petrochemical product manufacturers, traders and end users. The target company of this transaction is a petrochemical warehousing and logistics service provider, which provides customers with comprehensive warehousing services and related services by relying on its own terminals, pipelines, storage tanks, equipment and devices. It is the same kind of petrochemical products logistics comprehensive service business engaged by the listed company, and has no upstream and downstream business relationship with the listed company. Therefore, the transaction type involved in this reorganization belongs to M & A in the same industry, but not upstream and downstream M & A.
(2) Does this transaction constitute reorganization and listing
Before and after this transaction, neither the controlling shareholder nor the actual controller of the listed company has changed. This transaction will not lead to the change of control of the listed company. Within 36 months before the transaction, the controlling shareholder and actual controller of the listed company have not changed. Therefore, according to the relevant provisions of the reorganization management measures, this transaction does not constitute reorganization and listing.
After verification, the independent financial adviser believes that this transaction does not constitute reorganization and listing.
3. Is the target company of this transaction a "high energy consumption and high emission" enterprise
According to the letter of the general office of the national development and Reform Commission on clarifying matters related to the implementation of phased power cost reduction policies issued by the general office of the national development and Reform Commission on February 26, 2020, "After doing business with the National Bureau of statistics, according to the industry classification of the national economic industry and the industry classification of the statistical bulletin of national economic and social development, the high energy consuming industries include: petroleum, coal and other fuel processing industry, chemical raw materials and chemical products manufacturing industry, non-metallic mineral products industry, black metal smelting and rolling processing industry, non-ferrous metal smelting and rolling processing industry, power and thermal power generation industry Production and supply industry ".
According to the guidance on strengthening the prevention and control of ecological environment sources of high energy consumption and high emission construction projects (EIA [2021] No. 45) issued by the Ministry of ecological environment on May 31, 2021, "The" two high "projects are temporarily counted according to the six industry categories of coal power, petrochemical, chemical industry, iron and steel, non-ferrous metal smelting and building materials. If there are subsequent explicit provisions on the scope of the" two high "countries, their provisions shall prevail.".
The target company of this transaction is a petrochemical warehousing and logistics service provider, which provides customers with comprehensive warehousing services and related services by relying on its own terminals, pipelines, storage tanks, equipment and devices. According to the industry classification guidelines for listed companies (revised in 2012) of China Securities Regulatory Commission, the industry of the target company is "G59 warehousing industry".
After verification, the independent financial adviser believes that the subject company of this transaction is not an enterprise with "high energy consumption and high emission".
3. Does this transaction involve the issuance of shares
According to the restructuring plan, the listed company indirectly controls the overseas subsidiary Hongchuan Hong Kong as the offeror of this transaction, and plans to issue a voluntary comprehensive offer to purchase all issued shares of Longxiang group from all shareholders of Longxiang group, a company listed on the main board of the Hong Kong stock exchange, in cash. After verification, the independent financial adviser believes that the reorganization does not involve the issuance of shares.
4. Whether the listed company has been filed for inspection by the CSRC and has not been closed
According to the relevant announcements and commitments issued by the listed company and the public information of the CSRC and other regulatory authorities, after verification, the independent financial adviser believes that the listed company has not been filed and audited by the CSRC and has not been closed.
5. Other matters required by CSRC or Shenzhen Stock Exchange.
None.
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Independent financial advisor sponsor: Hu Xiaojun, Duan Yining
China International Capital Corporation Limited(601995) (seal) January 19, 2022
