Core Viewpoint - The transaction involving China Chengxin Import and Export Co., Ltd. to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations, based on the financial metrics and calculations provided [2][3][4]. Financial Analysis - The total asset value of the target company is 332.87 million, which represents 14.17% of the listed company's total assets of 2,349.43 million [3]. - The net asset value of the target company is 81.77 million, accounting for 40.93% of the listed company's net assets of 370.04 million [3]. - The operating revenue of the target company is 37.93 million, which is 3.09% of the listed company's operating revenue of 1,226.34 million [3]. Control and Ownership - There has been no change in the actual control of the listed company in the past 36 months, with the direct controlling shareholder remaining China Chengxin Group and the indirect controlling shareholder being General Technology Group [4]. - The actual controller continues to be the State-owned Assets Supervision and Administration Commission of the State Council, indicating stability in ownership structure post-transaction [4].

中国银河证券股份有限公司作为本次交易的独立财务顾问，就上市公司本次交易前 根据《上市公司重大资产重组管理办法》第十四条规定："公司十二个月内连续对 同一或者相关资产进行购买、出售的，以其累计数分别计算相应数额。已按照本办法的 规定编制并披露重大资产重组报告书的资产交易行为，无须纳入累计计算的范围。中国 证监会对本办法第十三条第一款规定的重大资产重组的累计期限和范围另有规定的，从 其规定。交易标的资产属于同一交易方所有或者控制，或者属于相同或者相近的业务范 围，或者中国证监会认定的其他情形下，可以认定为同一或者相关资产。" 中国银河证券股份有限公司 关于中成进出口股份有限公司本次交易前十二个月内购买、出售 资产情况的核查意见 中成进出口股份有限公司（以下简称"公司"、"上市公司"）拟发行股份购买中国 技术进出口集团有限公司（以下简称"中技进出口"）持有的中技江苏清洁能源有限公 司（以下简称"标的公司"）100%股权并募集配套资金（以下简称"本次交易"、 "本次 重组"）。 财务顾问主办人： | 王文峰 | 冯学智 | 燕天 | | --- | --- | --- | | 杨哲 | 王飞 | | | | | 中国 ...

Group 1 - The company Zhongcheng Import and Export Co., Ltd. plans to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China Technology Import and Export Group Co., Ltd. through a share issuance [1] - The company will also issue shares to no more than 35 specific investors to raise supporting funds for this transaction [1] - China Galaxy Securities Co., Ltd. acts as the independent financial advisor for this transaction, ensuring compliance with relevant laws and regulations [2][3] Group 2 - The independent financial advisor has conducted thorough due diligence and internal review, confirming the authenticity and completeness of the information provided by the parties involved in the transaction [2] - The advisor guarantees that their professional opinions are independent and that there are no substantial discrepancies with the disclosed documents from the company and the transaction counterparties [2] - Strict confidentiality measures and risk control protocols are in place to prevent insider trading and market manipulation [3]

Group 1 - The independent financial advisor, China Galaxy Securities, was commissioned by Zhongcheng Import and Export Co., Ltd. to conduct a review of the insider information knowledge person registration system related to the asset acquisition and fundraising transaction [1][2] - The company has established a strict and effective confidentiality system in compliance with relevant laws and regulations, ensuring that sensitive information is disclosed only in accordance with legal requirements [1][2] - The company has taken necessary and sufficient protective measures to limit the knowledge of sensitive information and has adhered to confidentiality obligations prior to the legal disclosure of transaction information [2] Group 2 - The company has signed confidentiality commitment letters with intermediary institutions, clearly defining the scope of confidential information and the responsibilities related to confidentiality [2] - The company's stock will be suspended from trading starting May 16, 2025, following an application to the Shenzhen Stock Exchange [2] - The independent financial advisor confirmed that the company has complied with legal and regulatory requirements in establishing its confidentiality measures [2]

Group 1 - The core viewpoint of the article is that the transaction involving the acquisition of Jiangsu Clean Energy Co., Ltd. by Zhongcheng Import and Export Co., Ltd. is expected to improve the company's net profit and basic earnings per share, thus not leading to any dilution of immediate returns [1][4] - The financial advisor conducted a thorough review of the transaction's impact on the company's immediate returns, concluding that the net profit attributable to the parent company's shareholders will improve post-transaction [1] - The projected net profit and basic earnings per share before and after the transaction are as follows: - Net profit attributable to parent company shareholders: - Before: -30,554.42 million yuan - After: -5,550.41 million yuan - Basic earnings per share: - Before: -0.91 yuan - After: -0.16 yuan [1] Group 2 - The company plans to implement several measures to mitigate any potential dilution of immediate returns, including accelerating the integration of the acquired company and enhancing operational management [2] - The company has established a robust governance structure and operational framework to ensure effective management and control, which will support the improvement of profitability [2][3] - The board of directors and senior management have made commitments to protect the interests of minority investors and ensure the execution of measures to compensate for any dilution of immediate returns [4] Group 3 - The independent financial advisor has verified that the company has disclosed the dilution of immediate returns and the measures to compensate for it, affirming that these measures are feasible and in compliance with relevant regulations [4]

（以下无正文） （本页无正文，为《中国银河证券股份有限公司关于本次交易相关主体不存在< 上市公司监管指引第 7 号——上市公司重大资产重组相关股票异常交易监管>第 十二条和 <深圳证券交易所上市公司自律监管指引第 ensp="ensp" 号="号" 重大资产重组="重大资产重 组"> 第 中国银河证券股份有限公司关于本次交易相关主体 不存在《上市公司监管指引第 7 号——上市公司重大资产 重组相关股票异常交易监管》第十二条和《深圳证券交易 所上市公司自律监管指引第 8 号——重大资产重组》第三 十条规定情形的核查意见 中国银河证券股份有限公司（以下简称"独立财务顾问"或"中国银河证券"） 受中成进出口股份有限公司（以下简称"中成股份"或"上市公司"）委托，担 任本次上市公司发行股份购买资产并募集配套资金暨关联交易（以下简称"本次 交易"）的独立财务顾问。 本独立财务顾问就本次交易相关主体不存在《上市公司监管指引第 7 号—— 上市公司重大资产重组相关股票异常交易监管》第十二条和《深圳证券交易所上 市公司自律监管指引第 8 号——重大资产重组》第三十条规定情形进行核查并发 表如下意见： 截至本核查意见出具日，本 ...

中国银河证券股份有限公司关于本次交易 符合《关于加强证券公司在投资银行类业务中聘请第三方 等廉洁从业风险防控的意见》的相关规定之核查意见 经核查，本独立财务顾问认为：本次交易中，独立财务顾问不存在直接或间 接有偿聘请其他第三方的行为；上市公司在本次交易中除前述聘请行为外，不存 在其他直接或间接有偿聘请其他第三方的行为。 （一）独立财务顾问有偿聘请第三方等相关行为的核查 本次交易中，独立财务顾问不存在直接或间接有偿聘请第三方的行为。 （二）上市公司有偿聘请第三方等相关行为的核查 在本次交易中，上市公司聘请的第三方情况如下： 机构； 可行性研究报告。 除上述聘请行为外，上市公司不存其他直接或间接有偿聘请其他第三方的行 为。 二、独立财务顾问的核查意见 中国银河证券股份有限公司（以下简称"独立财务顾问"或"中国银河证券"） 受中成进出口股份有限公司（以下简称"上市公司"或"公司"）委托，担任本 次上市公司发行股份购买资产并募集配套资金暨关联交易（以下简称"本次交易"） 的独立财务顾问，根据《关于加强证券公司在投资银行类业务中聘请第三方等廉 洁从业风险防控的意见》（证监会公告[2018]22 号）的规定，就独立财务顾 ...

Core Viewpoint - The independent financial advisor, China Galaxy Securities, has conducted a special review of the proposed transaction by Zhongcheng Import and Export Co., Ltd. to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. through share issuance and fundraising, concluding that the transaction does not involve key industries supported for mergers and acquisitions by the government [1][2]. Group 1: Industry and Company Analysis - The target company, Zhongji Jiangsu, operates in the "Technology Promotion and Application Services" sector, which is not classified under key industries such as automotive, steel, cement, shipbuilding, electrolytic aluminum, rare earths, electronic information, pharmaceuticals, or agricultural industrialization [1][2]. - Zhongcheng Import and Export Co., Ltd. primarily engages in complete equipment export, engineering contracting, environmental technology, and composite material production, while Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, indicating that the two companies do not operate in the same industry or along the same supply chain [2]. Group 2: Transaction Structure - The transaction will not result in a change of control for Zhongcheng Import and Export Co., Ltd., as the direct and indirect controlling shareholders remain the same post-transaction, thus it does not constitute a restructuring listing as per the relevant regulations [2][3]. - The transaction involves the issuance of shares by Zhongcheng Import and Export Co., Ltd. to acquire 100% equity of Zhongji Jiangsu, confirming that the transaction includes share issuance [3]. Group 3: Regulatory Compliance - As of the date of the review, there are no ongoing investigations by the China Securities Regulatory Commission against Zhongcheng Import and Export Co., Ltd., indicating compliance with regulatory requirements [3].

Stock Price Fluctuation Summary - The stock price of Zhongcheng Import and Export Co., Ltd. (hereinafter referred to as "the Company") was suspended from trading on May 16, 2025, with the analysis period for stock price fluctuation covering from April 15, 2025, to May 15, 2025 [1] - The closing price of the Company's stock on April 14, 2025, was 13.80 CNY per share, and on May 15, 2025, it was 14.31 CNY per share, reflecting a cumulative increase of 3.70% [1] - The Shenzhen Composite Index (399106.SZ) increased from 1,903.49 to 1,982.94 during the same period, resulting in a cumulative increase of 4.17% [1] - After excluding the impact of the overall market, the Company's stock price showed a decrease of 0.48%, and after excluding the impact of the industry sector, the decrease was 0.33% [1] Independent Financial Advisor's Opinion - The independent financial advisor concluded that the cumulative increase in the Company's stock price over the 20 trading days prior to the trading suspension did not exceed the specified thresholds after adjusting for market and industry influences [1]

Group 1 - The market is currently influenced by three main lines: overseas monetary easing, domestic financial improvement, and the expectation of PPI recovery [1][3][4] - The RMB is expected to appreciate slowly, potentially reaching 7.05 against the USD by the end of the year, influenced by global monetary conditions and domestic capital market performance [4][5] - M1 and M2 are on the rise, indicating a better financial environment, although new loans remain relatively low [5][19] Group 2 - PPI is anticipated to rise, which would indicate an increase in corporate profits; however, the recovery of PPI may depend on government policies and investment [2][17] - The overall economic performance remains weak, with investment and consumption continuing to decline, while exports show resilience, particularly in the electronic chip sector [3][16] - Industrial production is expected to increase, with an estimated year-on-year growth of 5.8% in August, supported by strong export demand [18] Group 3 - The financial sector continues to show signs of improvement, with social financing and M1 growth expected to persist, driven by government bond financing and corporate direct financing [19][20] - The economic outlook for the second half of the year suggests a nominal growth rate slightly lower than the first half, with real GDP growth projected between 4.5% and 4.8% [17][18] - The consumer price index (CPI) is expected to show slight increases, but overall inflation remains weak, with PPI showing signs of recovery due to policy measures [17][19]