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中成股份: 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产业政策和交易类型之独立财务顾问核查意见
Zheng Quan Zhi Xing·2025-09-03 16:21

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].