Anxin Securities Co., Ltd
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Shenzhen Hemei Group Co.Ltd(002356) detailed equity change report
Verification opinions of financial advisor
Financial advisor
Date of signature: January, 2002
Statement
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies The provisions of laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 - Report on changes in equity and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 - Report on the acquisition of listed companies, Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "the financial consultant") has verified the relevant information and materials of this equity change in accordance with the business standards and ethics recognized by the industry, in the spirit of honesty, credit and diligence, and issued verification opinions on the contents disclosed in the Shenzhen Hemei Group Co.Ltd(002356) detailed equity change report, For the reference of investors and relevant parties. Therefore, the financial advisor hereby makes the following statement:
1. The financial consultant has fulfilled the obligation of due diligence in accordance with the provisions, checked the Shenzhen Hemei Group Co.Ltd(002356) detailed equity change report disclosed by the information disclosure obligor, confirmed that the content and format comply with the provisions, and guaranteed that there is no material difference between the professional opinions expressed and the disclosure contents of the information disclosure obligor.
2. The relevant materials on which the financial advisor is based are provided by the information disclosure obligor. The information disclosure obligor has made a statement to ensure that all documents, materials and oral testimony provided by it are true, accurate and complete without any major omission, false record or misleading statement, and is responsible for its authenticity, accuracy, integrity and legitimacy.
3. The financial advisor has no relationship with the information disclosure obligor and the acquisition, nor has it entrusted or authorized any other institution or individual to provide information not listed in this verification opinion and make any explanation or explanation to this verification opinion.
4. During his tenure as financial advisor, the financial advisor 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.
5. The professional opinions issued by the financial advisor on this equity change report have been submitted to the core institution for review and passed.
6. The financial advisor specially reminds the investors that the verification opinions do not constitute any investment suggestions for the parties to the equity change and their affiliated companies. The financial advisor will not bear any responsibility for the corresponding risks arising from any investment decisions made by the investors according to the verification opinions.
7. The financial advisor specially reminds the relevant subjects and investors of this transaction to carefully read the Shenzhen Hemei Group Co.Ltd(002356) detailed equity change report issued by the information disclosure obligor and the relevant announcements issued by all parties related to this equity change.
catalogue
Declare that 1 interpretation 5 Introduction 7 I. verification of the detailed equity change report of the information disclosure obligor 8 II. Verification of information disclosure obligors eight
(I) verification of Rongguang of the times eight
(II) verification of Xiaoyi Fuyuan 13 III. verification of the purpose and decision of this equity change nineteen
(I) verification of the purpose of this equity change nineteen
(II) verification of the plan of the information disclosure obligor to continue to increase or reduce its holdings in the next 12 months twenty
(III) verification of the decision-making procedure for this equity change 20 IV. verification of the change mode of the rights and interests of the information disclosure obligor twenty-two
(I) verification of the change of rights and interests of the information disclosure obligor twenty-two
(II) verification of the restriction of share rights involved in this equity change of the information disclosure obligor 24 v. verification of the source of funds of the information disclosure obligor 25 VI. verification of the follow-up plan of the information disclosure obligor twenty-five
(I) the adjustment plan of the information disclosure obligor for the main business of the listed company twenty-six
(II) the information disclosure obligor's opinions on the reorganization plan of the listed company twenty-six
(III) the plan of the information disclosure obligor to adjust the board of directors and senior managers of the listed company twenty-six
(IV) the plan of the information disclosure obligor to amend the articles of association of the listed company twenty-six
(V) the plan of the information disclosure obligor to modify the employee employment plan of the listed company twenty-six
(VI) the plan of the information disclosure obligor to adjust the dividend policy of the listed company twenty-seven
(VII) other plans of the information disclosure obligor that have a significant impact on the business and organizational structure of the listed company 27 VII. Verification of the impact on listed companies twenty-seven
(I) the impact of this acquisition on the independence of listed companies twenty-seven
(II) impact of this acquisition on horizontal competition twenty-eight
(III) impact of this acquisition on related party transactions 29 VIII. Verification of major transactions between information disclosure obligors and listed companies twenty-nine
(I) major transactions with listed companies twenty-nine
(II) major transactions with directors, supervisors and senior managers of listed companies thirty
(III) it is proposed to make compensation or similar arrangements for the directors, supervisors and senior managers of the listed company thirty
(IV) other contracts, tacit understandings or arrangements being signed or negotiated that have a significant impact on the listed company IX. verification of the purchase and sale of shares of listed companies by the information disclosure obligor in the first six months thirty
(I) verification of the purchase and sale of shares of listed companies by the information disclosure obligor in the first six months 30 (II) directors, supervisors, senior managers (or main responsible persons) of the information disclosure obligor and their immediate family members
Verification of the purchase and sale of shares of Listed Companies in six months 31 X. verification of whether there are other major matters 31 Xi. Check whether the information disclosure obligor has the situation specified in Article 6 of the measures for the administration of acquisition and whether it can provide documents in accordance with Article 50 of the measures for the administration of acquisition thirty-one
(I) check whether the information disclosure obligor is under the circumstances specified in Article 6 of the measures for the administration of acquisition (II) check whether the information disclosure obligor can provide documents in accordance with Article 50 of the measures for the administration of acquisition 31 XII. Financial advisor's concluding comments thirty-three
interpretation
In this verification opinion, unless the context specifies, the following abbreviations have the following specific meanings:
Detailed equity change report refers to Shenzhen Hemei Group Co.Ltd(002356) detailed equity change report
This verification opinion refers to the verification opinion of Anxin Securities Co., Ltd. on the financial consultant of Shenzhen Hemei Group Co., Ltd
Shidai Rongguang refers to Hainan Shidai Rongguang industrial investment partnership (limited partnership)
Xiaoyi Fuyuan refers to Xiaoyi Fuyuan Jinlai heat source Co., Ltd
Information disclosure obligors refer to Hainan times Rongguang industrial investment partnership (limited partnership) and Xiaoyi Fuyuan Jinlai heat source Co., Ltd., which constitute the relationship of persons acting in concert
Guopeng new material refers to Hainan guopeng New Material Technology Co., Ltd., which is the executive partner of Hainan times Rongguang industrial investment partnership (limited partnership)
Listed companies, * ST Hemei and Hemei group refer to Shenzhen Hemei Group Co.Ltd(002356)
Huizhou haoningda refers to Huizhou haoningda Technology Co., Ltd., a wholly-owned subsidiary of Shenzhen Hemei Group Co., Ltd
Hemei commerce refers to Shenzhen Hemei commerce Co., Ltd., which is a wholly-owned subsidiary of Shenzhen Hemei Group Co., Ltd
By participating in the reorganization of Shenzhen Hemei Group Co.Ltd(002356) , Hainan times Rongguang industrial investment partnership (limited partnership) transferred 31541400 shares of the converted shares of the capital reserve of Shenzhen Hemei Group Co., Ltd, After deducting 91027916 shares used to repay the liabilities for breach of regulations and settlement of problems left over by history, the remaining 224386125 shares are directly held, accounting for 17.11% of the shares of the listed company after the reorganization of the equity change index; The number of shares in the capital reserve transferred into shares transferred by Xiaoyi Fuyuan Jinlai heat source Co., Ltd. is 64000305 shares, excluding 18470371 shares used to repay the guarantee liability for violations and the settlement liability for problems left over by history, Directly hold the remaining 45529934 shares, accounting for 3.47% of the shares of the listed company after the completion of the reorganization, accounting for 20.58% of the shares of the listed company after the completion of the reorganization.
Reorganization manager and manager refer to Shenzhen Chengxin Certified Public Accountants (special general partnership) and Beijing JUNHE (Shenzhen) law firm
Draft reorganization plan refers to the Shenzhen Hemei Group Co.Ltd(002356) draft reorganization plan
Reorganization plan refers to the Shenzhen Hemei Group Co.Ltd(002356) reorganization plan
Shenzhen Hemei Group Co.Ltd(002356) . The restructuring investment agreement between the restructuring manager and Hainan times refers to the restructuring investment agreement signed by Rongguang industrial investment partnership (limited partnership), Wang Yufei and Xiaoyi Fuyuan Jinlai heat source Co., Ltd. on November 29, 2021
Financial consultant and Anxin securities refer to Anxin Securities Co., Ltd
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for acquisition and the measures for the administration of acquisition refer to the measures for the administration of the acquisition of listed companies
The content and Format Standard No. 15 refers to the content and Format Standard No. 15 - equity change report of information disclosure by companies offering securities to the public
The content and Format Standard No. 16 refers to the content and Format Standard No. 16 - Acquisition report of listed companies
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Special note: the data listed in this verification opinion may be slightly different from the sum directly added according to the relevant single data due to rounding.
introduction
This equity change refers to the shares transferred from capital reserve by Shidai Rongguang and Xiaoyi Fuyuan as restructuring investors of Hemei group. The number of shares transferred and finally held are respectively
