Zheng Quan Zhi Xing·2025-07-07 16:23Core Viewpoint - The financial advisor, CITIC Construction Investment Securities Co., Ltd., has conducted a thorough review of the detailed equity change report of Xi'an Ruilian New Materials Co., Ltd., confirming that the report complies with relevant laws and regulations, and contains no material misstatements or omissions [2][5][11]. Summary by Sections Financial Advisor's Review - The financial advisor has verified the content and format of the detailed equity change report, ensuring it meets regulatory requirements and is free from significant discrepancies [2][5][11]. - The advisor emphasizes the importance of accurate and timely disclosures, asserting that all provided documents and statements are truthful and complete [2][5]. Purpose and Approval of Equity Change - The purpose of the equity change is to recognize the value of the listed company and to boost investor confidence, with the intention of increasing shareholding in Ruilian New Materials [11][12]. - The advisor confirms that the acquisition purpose is legal, compliant, and credible [11]. Financial Status of the Acquirer - The acquirer, Qingdao Development Zone Investment Construction Group Co., Ltd., has a registered capital of 2 billion RMB and has shown a solid financial position over the past three years, with total assets increasing from 3.6 billion RMB in 2022 to approximately 4.97 billion RMB in 2024 [14][15]. - The company reported a net profit of approximately 15.95 million RMB in 2024, down from 31.28 million RMB in 2023, indicating a need for monitoring future performance [14][15]. Shareholding and Control Structure - As of the review date, the acquirer holds 12.81% of the shares in Ruilian New Materials, with voting rights increasing to 25% post-acquisition [21]. - The acquirer's major shareholder, Rongfa Group, holds 60% of the acquirer's shares, indicating a strong control structure [16]. Future Plans and Commitments - The acquirer has no immediate plans to change the main business operations or make significant adjustments to the company's structure within the next 12 months [22]. - Commitments have been made to avoid conflicts of interest and ensure the independence of the listed company post-acquisition [22][24]. Compliance and Regulatory Adherence - The financial advisor confirms that the equity change adheres to national laws and regulations, and the acquirer has made commitments to avoid competition and regulate related transactions [24][18]. - The advisor has ensured that the equity change report is prepared in accordance with the relevant guidelines and is free from misleading statements [24].