Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. about Jiangsu Eastern Shenghong Co.Ltd(000301)
Implementation of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
of
Verification opinions of independent financial advisor
Independent financial consultant: Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
January 2002
Statement
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. accepted the entrustment of Jiangsu Eastern Shenghong Co.Ltd(000301) to act as an independent financial consultant for issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions.
This verification opinion is 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 major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies, and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 – application documents for major asset restructuring of listed companies The provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations are issued after careful and due diligence in accordance with the recognized business standards, ethics and the spirit of good faith and diligence in the securities industry. The purpose is to make an independent, objective and fair evaluation of this transaction for the reference of Jiangsu Eastern Shenghong Co.Ltd(000301) all shareholders and relevant parties.
The independent financial advisor hereby makes the following statement:
1. The parties involved in this transaction provided the independent financial adviser with the necessary materials for issuing this verification opinion, and guaranteed that the materials provided were true, accurate and complete, without any false records, misleading statements or major omissions, and were responsible for the authenticity, accuracy and completeness of the materials.
2. The independent financial adviser has fulfilled the obligation of due diligence in accordance with relevant regulations 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.
3. The independent financial adviser reminds the investors that the verification opinions do not constitute any investment suggestions for Jiangsu Eastern Shenghong Co.Ltd(000301) , and the independent financial adviser will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions.
4. The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation for this verification opinion.
5. Without the written consent of the independent financial adviser, this verification opinion shall not be used for any other purpose or used by any third party.
catalogue
Declare that 1 catalog Section 1 basic information of this transaction five
1、 Basic information of listed companies five
2、 Overview of this transaction plan Section II Implementation of this transaction eleven
1、 This transaction has been performed and the decision-making and approval procedures to be performed eleven
2、 Implementation of this transaction eleven
3、 Basic information of the issuing object twelve
4、 Is there any difference between the relevant actual situation and the previously disclosed information thirteen
5、 The replacement of directors, supervisors and senior managers and the adjustment of other relevant personnel Vi. whether the funds and assets of the listed company are occupied by the actual controller or other related persons, or
The company provides guarantee for the actual controller and its affiliates fourteen
7、 Performance of relevant agreements and commitments fourteen
8、 Compliance and risk of relevant follow-up matters 15 section III opinions of independent financial adviser sixteen
interpretation
In this verification opinion, unless the context otherwise requires, the following words have the following meanings: the independent financial consultant and Oriental Investment Bank refer to Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd
The Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. issued this verification opinion on Jiangsu Eastern Shenghong Co.Ltd(000301) refers to the verification opinion of the independent financial adviser on the implementation of the bank’s shares, payment of cash to purchase assets, raising supporting funds and related party transactions
Announcement refers to the announcement on the implementation of Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and the listing of new shares
Jiangsu Eastern Shenghong Co.Ltd(000301) , listed company and company refer to Jiangsu Eastern Shenghong Co.Ltd(000301) , with former names: Jiangsu Wujiang China Oriental Silk Market Co., Ltd. and Wujiang Silk Co., Ltd
Shenghong technology and the controlling shareholder refer to Jiangsu Shenghong Technology Co., Ltd
Sierbang, sierbang petrochemical and the target company refer to Jiangsu sierbang Petrochemical Co., Ltd. or its 100% equity
Company, underlying assets and transaction targets
Shenghong Petrochemical refers to Shenghong Petrochemical Group Co., Ltd
Bohong industry refers to Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industry Co., Ltd
CCB investment refers to CCB Financial Asset Investment Co., Ltd
BOC assets refer to BOC financial assets investment Co., Ltd
China Construction Bank Corporation(601939) means China Construction Bank Corporation(601939)
Counterparties refer to Shenghong petrochemical, Bohong industry, CCB investment and BOC assets
This transaction, this reorganization and this re refer to the behavior of Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase 100% equity of sierbang asset reorganization and raise supporting funds
Restructuring report and report refer to the report on Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares, paying cash to purchase assets and raising supporting funds and related party transactions
The pricing base date refers to the announcement date of the first resolution of the board of directors of this transaction
The market reference price refers to the average stock trading price 120 trading days before the announcement date of the resolution of the board of directors of this transaction
Share issuance and cash payment purchase refers to the asset agreement signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical, Bohong industry, CCB investment and BOC assets, and the agreement on share issuance and cash payment purchase of assets
Issuing shares and paying cash for purchase refers to the supplementary agreement to the asset agreement signed between Jiangsu Eastern Shenghong Co.Ltd(000301) and Shenghong petrochemical, Bohong industry, CCB investment and BOC assets, and the supplementary agreement to the agreement to issue shares and pay cash for purchase of assets
The profit forecast compensation agreement refers to the profit forecast compensation agreement for the agreement on issuing shares and paying cash to purchase assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical and Bohong industry
The supplement to the profit forecast compensation agreement refers to the supplement to the profit forecast compensation agreement of the agreement on issuing shares and paying cash and the agreement on purchasing assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical and Bohong industry
Compensation obligors refer to Shenghong petrochemical and Bohong industry
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Zhongdeng company refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Company law means the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Reorganization measures and reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The measures for the administration of securities issuance refer to the measures for the administration of securities issuance by listed companies
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
Articles of association means the Jiangsu Eastern Shenghong Co.Ltd(000301) articles of association
Independent financial advisers refer to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd., Citic Securities Company Limited(600030) and Huatai United Securities Co., Ltd
Legal adviser and Jindu lawyer refer to Beijing Jindu law firm
The subject asset audit institution, Ernst & Young refers to Ernst & Young Huaming Certified Public Accountants (special general partnership), the annual audit institution of listed companies, the reference review refers to the institution of Lixin Certified Public Accountants (special general partnership), Lixin, Lixin certified public accountants evaluation institution, Zoomlion evaluation, and the appraiser refers to the subject asset audit report of Zoomlion Asset Evaluation Group Co., Ltd Audit report refers to the audit report issued by an Yonghua Ming (an Yonghua Ming (2021) Shen Zi No. 61328049b02)
Reference review report refers to the review report issued by Lixin (Xin Hui Shi Bao Zi [2021] No. za15417)
The subject asset appraisal report and asset appraisal refer to the asset appraisal report (zlpbz [2021] No. 1718) issued by Zoomlion appraisal
The benchmark date refers to March 31, 2021
The last two years and one period, and the last two years refer to 2019, 2020 and January June 2021
Period and reporting period
The most recent year and its period, and the most recent year refers to 2020 and January June 2021
stage
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Section I basic information of this transaction
1、 Basic information of listed companies
Chinese name Jiangsu Eastern Shenghong Co.Ltd(000301)
English Name: Jiangsu Eastern Shenghong Co, Ltd.
Formerly known as Jiangsu Wujiang China Oriental Silk Market Co., Ltd. and Wujiang Silk Co., Ltd
Legal representative: Miao Hangen
Unified social credit code 91320500704043818x
The registered capital before issuance was 4834863866 yuan
Date of establishment: July 16, 1998
Listing date: May 29, 2000
Shenzhen stock exchange where the shares are listed
Stock Code: 000301
Stock abbreviation Jiangsu Eastern Shenghong Co.Ltd(000301)
Secretary of the board of directors Wang Jun
Registered address: No. 73, Shichang East Road, Shengze Town, Wujiang District, Suzhou City, Jiangsu Province
Office address: No. 73, Shichang East Road, Shengze Town, Wujiang District, Suzhou City, Jiangsu Province
Tel.: 0512-63573866
Contact Fax 0512-63552272
company website http://www.jsessh.com.
Asset management, production and sales of textile raw materials, knitwear textiles and polyester (PET), warehousing, steam supply, domestic waste incineration power generation project, technical consulting, industrial investment, business scope of China trade, enterprise consulting services, property management, machinery and equipment leasing.
Road freight transportation (limited to designated branches), thermal power production and supply (limited to branches). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Overview of the transaction scheme
This transaction includes issuing shares, paying cash to purchase assets and raising supporting funds. In this transaction, the listed company purchased 100% of the total equity held by the counterparty by issuing shares and paying cash, and issued shares to no more than 35 qualified specific investors to raise matching funds. Among them, it issued shares to Shenghong petrochemical and Bohong industry to purchase assets; Pay all cash to CCB investment and BOC assets to purchase assets.
The issuance of shares and the payment of cash to purchase assets are not based on the successful implementation of the raised supporting funds. The success of the final supporting financing issuance or whether it is raised in full will not affect the implementation of the issuance of shares and the payment of cash to purchase assets. If the supporting funds raised fail to be implemented or raised in full, the listed company will solve it through self financing or other forms.
In this transaction, the final transaction price of the underlying assets shall refer to the appraisal information specified in the asset appraisal report issued by the asset appraisal institution engaged by the listed company that complies with the provisions of the securities law
