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锦龙股份: 重大资产出售实施情况报告书
Zheng Quan Zhi Xing· 2025-07-01 16:41
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].
锦龙股份: 广发证券股份有限公司关于公司重大资产出售实施情况之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-07-01 16:41
Core Viewpoint - Guangdong Jinlong Development Co., Ltd. is undergoing a significant asset sale involving the transfer of 30 million shares of Dongguan Securities, representing 20% of the total share capital of Dongguan Securities, through a public listing on the Shanghai United Assets and Equity Exchange [4][5][10]. 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 [4][5]. - The total transaction price is set at 227,175.42 million RMB, with the payment structured in two installments [8][11]. - The transaction is classified as a major asset restructuring under relevant regulations, meeting the criteria for significant asset sales [10][11]. Group 2: Financial Assessment - The valuation of Dongguan Securities was assessed at 1,138,988.63 million RMB, reflecting a 24.98% increase in value [5][10]. - The transaction price was determined based on the assessed value, adjusted for cash dividends and the company's long-term investment accounting [7][8]. Group 3: Approval and Compliance - The transaction has undergone necessary decision-making and approval processes, including multiple board meetings and shareholder approvals [11][12]. - All payments have been made as per the share transfer agreement, and the transfer of shares has been duly registered [11][12]. Group 4: Management Changes - There have been changes in the management of the target company, Dongguan Securities, with new appointments made during the transaction process [13][14]. - The company has confirmed that there have been no significant changes in the management of Guangdong Jinlong Development Co., Ltd. during the transaction [13][14]. Group 5: Related Party Transactions - The transaction does not constitute a related party transaction, as the buyers, Dongguan Financial Holding Group and Dongguan Development Holding, are not affiliated with the company [10][11]. - There have been no instances of asset or fund occupation by actual controllers or related parties during the transaction process [14][15].