Huatai United Securities 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 advisor
Date of signature: January, 2002
Statement
Huatai United Securities Co., Ltd. has accepted the entrustment of Jiangsu Eastern Shenghong Co.Ltd(000301) to act as the independent financial consultant for issuing shares, paying cash to purchase assets, raising supporting funds and related party transactions, and prepare the verification opinions of this independent financial consultant.
The verification opinions of the independent financial adviser are 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 advisory 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 regulations on Several Issues concerning the regulation of major asset restructuring of listed companies and other relevant laws and regulations are prepared on the basis of careful review of relevant materials and full understanding of this transaction in accordance with the recognized business standards and ethics of the securities industry, in the spirit of good faith and diligence, and in accordance with the principles of objectivity and impartiality.
1. The documents and materials on which the independent financial adviser's verification opinions are based are provided by the parties to the transaction. The provider is responsible for the authenticity, accuracy and integrity of the documents and materials provided, and guarantees that there are no false records, misleading statements or major omissions in such information. The independent financial advisor shall not bear any risk liability arising therefrom.
2. The verification opinion of the independent financial adviser is issued on the assumption that all parties to the transaction fully and timely perform the relevant agreements, statements or commitments of the transaction.
3. The independent financial adviser's verification opinions do not constitute any investment suggestions or opinions on the listed company, and the independent financial adviser shall not bear any responsibility for the risks that may arise from any investment decisions made by investors according to the verification opinions of the independent financial adviser.
4. 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 verification opinions as a supplement and modification to the independent financial advisor's verification opinions, or to make any explanation or explanation to the independent financial advisor's verification opinions. Without the written consent of the independent financial adviser, no one shall copy, distribute or extract the independent financial adviser's verification opinion or any of its contents at any time, for any purpose or in any form. For any possible ambiguity in the independent financial adviser's verification opinion, only the independent financial adviser has the right to explain it.
5. The independent financial adviser specially invites investors to carefully read the relevant announcements disclosed on this transaction and consult relevant documents.
catalogue
Declare that 2 catalog 4 interpretation Section 1 basic information of this transaction seven
1、 Basic information of listed companies seven
2、 Overview of this transaction plan Section II Implementation of this transaction fourteen
1、 This transaction has been performed and the decision-making and approval procedures to be performed fourteen
2、 Implementation of this transaction fourteen
3、 Basic information of the issuing object fifteen
4、 Is there any difference between the relevant actual situation and the previously disclosed information sixteen
5、 The replacement of directors, supervisors and senior managers and the adjustment of other relevant personnel 6. Whether the funds and assets of the listed company are occupied by the actual controller or other related persons, or whether the company is listed
The company provides guarantee for the actual controller and its affiliates seventeen
7、 Performance of relevant agreements and commitments seventeen
8、 Compliance and risk of relevant follow-up matters 18 section III opinions of the independent financial adviser nineteen
interpretation
In the verification opinion of the independent financial adviser, unless the context otherwise requires, the following words have the following meanings: the independent financial adviser and Huatai United refer to Huatai United Securities Co., Ltd
These verification opinions and the verification opinions of the independent financial Gu Huatai United Securities Co., Ltd. on Jiangsu Jiangsu Eastern Shenghong Co.Ltd(000301) Co., Ltd. refer to the verification opinions of the independent financial consultant on the implementation of the company's issuance of shares, payment of cash to purchase assets, raising supporting funds and related party transactions
Jiangsu Eastern Shenghong Co.Ltd(000301) announcement on the implementation of issuing shares and paying cash to purchase capital refers to the implementation of assets and raising supporting funds and related party transactions and announcement on 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 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 refers 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 refers to the act of Jiangsu Eastern Shenghong Co.Ltd(000301) issuing shares and paying cash to purchase 100% equity of Erbang in the major asset reorganization of Sri Lanka and raising 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 for asset purchase refers to the agreement on share issuance and cash payment for asset purchase signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical, Bohong industry, CCB investment and BOC asset purchase agreement
Share issuance and cash purchase refers to the supplementary agreement to the agreement on share issuance and cash purchase of assets signed by Jiangsu Eastern Shenghong Co.Ltd(000301) and the supplementary agreement to the agreement on asset purchase of Shenghong petrochemical, Bohong industry, CCB investment and BOC 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 share issuance and payment agreement signed by Jiangsu Eastern Shenghong Co.Ltd(000301) with Shenghong petrochemical and Bohong industry
Supplementary agreement to the profit forecast compensation agreement of the agreement to purchase assets in cash
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 means the securities law of the people's Republic of China
The 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 audit refers to the reading institution of Lixin Certified Public Accountants (special general partnership), Lixin, Lixin certified public accountants evaluation institution, Zoomlion evaluation, and the evaluation refers to the subject asset audit report of Zoomlion Asset Evaluation Group Co., Ltd Audit report refers to the audit report issued by Ernst & Young Huaming (2021) SZ 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
Phase I. reporting period
The most recent year and the first period, and the most recent year refers to 2020 and January June 2021
Phase I
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 supporting 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.
It is proposed that whether the final supporting financing issuance is successful 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 raised matching funds fail to be implemented or
