Northeast Securities Co.Ltd(000686)
about
Jiangsu Daybright Intelligent Electric Co.Ltd(300670)
Major asset purchases and related party transactions
of
Independent financial advisor Report
January 2002
Statement and commitment of independent financial adviser
Northeast Securities Co.Ltd(000686) is entrusted to act as the independent financial adviser of Jiangsu Daybright Intelligent Electric Co.Ltd(300670) This transaction and prepare this independent financial adviser report. In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - application documents for major asset restructuring of listed companies, the provisions on Several Issues Concerning the standardization of major asset restructuring of listed companies and other laws and regulations, As well as the relevant requirements of the CSRC, in accordance with the recognized business standards and ethics of the securities industry, in the attitude of good faith, diligence and responsibility, following the principles of objectivity and impartiality, and on the basis of careful review of relevant materials and full understanding of the transaction, the independent financial consultant is issued to make an independent, objective and fair evaluation on the transaction, For Jiangsu Boxin Investing & Holdings Co.Ltd(600083) all shareholders and relevant parties' reference. 1、 Statement of independent financial adviser
As the independent financial advisor of this transaction, the independent financial advisor declares as follows:
(I) the documents and materials on which the independent financial adviser's report is based are provided by both parties to the transaction. The provider shall be responsible for the authenticity, accuracy and integrity of the documents and materials provided, and ensure that such information does not contain false records, misleading statements or major omissions. The independent financial advisor shall not bear any risk liability arising therefrom.
(II) the independent financial adviser's report is based on the fact that all parties to the transaction fully perform all their obligations in accordance with the terms and commitments of relevant agreements.
(III) the independent financial adviser's report does not constitute any investment suggestions or opinions on Jiangsu Daybright Intelligent Electric Co.Ltd(300670) . The independent financial adviser will not bear any responsibility for the possible risks arising from any investment decisions made by investors according to the independent financial adviser's report
(IV) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the independent financial advisor's report.
(V) the independent financial adviser specially invites investors to carefully read the relevant announcements disclosed on the transaction and consult the relevant documents.
2、 Independent financial advisor commitment
As the independent financial advisor of this transaction, the independent financial advisor makes the following commitments:
(I) 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.
(II) the independent financial adviser has fully checked 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.
(III) the independent financial adviser has sufficient reasons to believe that the trading scheme complies with laws, regulations and relevant provisions of the CSRC and the stock exchange, and the information disclosed is true, accurate and complete, without false records, misleading statements or major omissions.
(IV) the independent financial advisor's opinion on this transaction has been submitted to the independent financial advisor's core organization for review, and the core organization agrees to issue this professional opinion.
(V) during the period from the contact with the listed company to the issuance of the opinion of the independent financial adviser, 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.
Tips on major events
Investors are specially reminded to carefully read the full text of this report and pay special attention to the following matters: I. overview of this transaction scheme and scheme adjustment
(I) overview of the transaction scheme
The listed company intends to undertake the financial leasing interests of Huajing 01 (No. cmhi181-1, Hua Jing 01) and Huajing 02 (No. cmhi181-2, Hua Jing 02) from the original Charterers Huajing zero one company and Huajing zero two company through the wholly-owned subsidiary Daye new energy or other entities designated by it. When the lease term expires, The listed company will acquire the ownership of Huajing 01 and Huajing 02 ships.
The parties to the transaction refer to the contract prices such as cmhi181-1 ship sales contract, cmhi181-2 ship sales contract and Huajing 01 ship leasing contract signed by Hailong 10 and Hailong 11 with Gulf technology, Huajing zero one and Huajing zero two, etc. through friendly negotiation, The total amount of this transaction is USD 133985600 (RMB 854251700; converted at the exchange rate on December 31, 2021, the same below), after deducting the financial leasing cost of RMB 292 million (USD 45798900) paid by the original lessees Huajing zero one company and Huajing zero two company as of December 31, 2021, The subsequent financial lease principal payable by Daye new energy or other entities designated by Daye new energy is USD 81.0591 million (RMB 516.8082 million), and the financial lease interest payable is USD 7.1276 million (RMB 45.4435 million).
According to the measures for the administration of major asset restructuring of listed companies, this transaction constitutes a major asset restructuring and does not involve performance commitment and compensation, ownership of profits and losses in the transition period and arrangements for accumulated undistributed profits, impairment test and compensation of assets.
(II) adjustment of the transaction scheme
On May 21, 2021, the company held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors, deliberated and adopted the proposal on the company's compliance with the conditions for issuing shares and paying cash to purchase assets and raise supporting funds, and announced the reorganization plan.
In May 2021, the company issued the relevant announcement of major asset restructuring, planned to acquire 64% equity of Gulf technology, paid RMB 125 million in advance and acquired 10% equity. Gulf technology is mainly engaged in the sales of offshore engineering equipment and supporting equipment and the provision of offshore wind power installation services, moving forward to the offshore power industry, which meets the strategic needs of the company to expand the new energy industry.
The company held the 14th meeting of the third board of directors and the 13th meeting of the third board of supervisors on January 23, 2022, The proposal on the proposed major adjustment of the restructuring plan, the proposal on this major asset purchase and related party transaction plan, the proposal on the adjusted transaction matters constituting a major asset restructuring and meeting the relevant conditions stipulated by relevant laws, and the proposal on the adjusted major asset restructuring plan constituting a related party transaction were deliberated and adopted Proposal on the company signing the transaction agreement with conditional effect related to the purchase of major assets and other relevant proposals.
The details of this transaction scheme adjustment are as follows:
Adjustment content: before and after adjustment of transaction scheme
The underlying asset is Huajing 01 (offshore wind power installation platform Huajing 01), and the number of the underlying asset is 64.00% equity of Gulf technology.
Cmhi181-1, Hua Jing 01), the counterparty of Hua's underlying assets is the shareholder of Gulf technology, It includes two shareholders of financial leasing rights related to two ships: natural scene 0 (2 offshore wind power installation platform Huajing 02, transaction counterpart shareholder Zheng xuezhou, institutional shareholders Ningbo Baozhou and Tai with number cmhi181-2, Hua Jing Fangzhou Shengxin Venture Capital Management Co., Ltd., etc. Benefits.
The counterparties of this transaction are Huajing zero one and Huajing zero two.
The asset audit and evaluation of Hailong No. 10 and Hailong No. 11 have not been completed by all parties to the transaction, and the label is different from Gulf technology, Huajing zero one The appraisal value of 100% equity of cmhi181-1 ship is 1252 million yuan, the cmhi181-2 ship purchase and sale yuan is the pre valuation of this transaction, and the final contract of the subject assets, Huajing 01 ship lease contract, signed by Huajing on August 31, 2020 The transaction price will be based on the estimated value of US $133.9856 million in the evaluation report issued by the asset evaluation institution qualified for the subject assets after friendly negotiation, The listed company and the trading party shall sign relevant agreements before the board of directors or at the same time, and finally deduct the original lessee Huajing zero one company and Huading trading price, The asset appraisal report issued by the asset appraisal institution at that time as of December 31, 2021 shows that the financial leasing cost paid by Gulf technology on the appraisal date is less than 1250 million yuan, After the transaction is valued at 292 million yuan (4579.89, and the valuation is higher than or equal to 1250 million yuan, US $million), Daye new energy or its designated transaction is valued at 1250 million yuan. The subsequent financial lease principal payable by other entities is USD 81.0591 million (RMB 516.882 million), and the financial lease profit payable
The interest rate is USD 7.1276 million (RMB 45.4435 million).
Tianjian Huachen used the replacement cost method to evaluate the two water platforms to be purchased by Daye intelligent. The total market value of the two water platforms on the benchmark date of July 31, 2021 is 851.675 million yuan. The appraisal company has fully considered the macroeconomic environment, specific conditions of the assets to be purchased, industrial policies and development, Reflect the market value of the assets to be purchased from the perspective of replacement cost.
According to the appraisal report issued by Tianjian Huachen, Huajing 01 water platform held by Hailong 10 (Tianjin) Leasing Co., Ltd The total market value of Huajing 02 water platform held by Hailong 11 (Tianjin) Leasing Co., Ltd. on the benchmark date is 851675000
