锦龙股份: 重大资产出售实施情况报告书

Core Viewpoint - The company, Guangdong Jinlong Development Co., Ltd., is undergoing a significant asset restructuring by publicly transferring 30 million shares of Dongguan Securities, representing 20% of the total equity, through the Shanghai United Assets and Equity Exchange [4][5][9]. Group 1: Transaction Overview - The transaction involves the sale of 30 million shares of Dongguan Securities, with the company retaining an equal amount post-transaction [5][6]. - The total transaction price is set at 227,175.42 million RMB, based on an evaluation report that indicates a 24.98% appreciation in the asset value [6][7]. - The transaction counterparties are Dongguan Financial Holdings Group Co., Ltd. and Dongguan Development Holdings Co., Ltd., with the former acquiring 19,350 million shares (12.9%) and the latter acquiring 10,650 million shares (7.1%) [5][6]. Group 2: Financial Assessment - The total assessed value of Dongguan Securities' equity is 1,138,988.63 million RMB as of December 31, 2023, with a calculated appreciation rate of 24.98% [6][8]. - The reference price for the public listing was determined after considering the market evaluation, cash dividends, and the company's long-term investment accounting [6][7]. Group 3: Regulatory Compliance - The transaction has been approved through necessary decision-making processes, including meetings of the board and supervisory committee, ensuring compliance with relevant laws and regulations [9][10]. - The transaction does not constitute a related party transaction, as the counterparties are not affiliated with the company [9]. - The transaction does not lead to a change in the company's actual control, maintaining the current shareholder structure [9]. Group 4: Implementation Status - As of the report date, the counterparties have fulfilled their payment obligations, and the transfer of shares has been completed [10][11]. - The company has not experienced any significant changes in its management structure during the transaction process [11][12]. - There have been no instances of asset or fund occupation by actual controllers or related parties during the transaction [12][13]. Group 5: Legal and Advisory Opinions - The independent financial advisor has confirmed that the transaction has adhered to all required legal and regulatory frameworks [13][14]. - The legal advisor has also verified that the transaction meets all statutory conditions and that there are no compliance risks associated with the subsequent matters [14][15].