Important Statement
Guangzhou Securities Co., Ltd. (hereinafter referred to as "Guangzhou Securities") has been entrusted by Guangzhou Baiyunshan Pharmaceutical Co., Ltd. (hereinafter referred to as "Baiyunshan") to act as the independent financial advisor for the share swap absorption merger of Guangzhou Pharmaceutical Co., Ltd. (hereinafter referred to as "Guangzhou Pharmaceutical"), the issuance of shares to purchase assets, and related transactions. This independent financial advisor has issued an independent financial advisor report (hereinafter referred to as "the Report") in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Administrative Measures for Major Asset Restructuring of Listed Companies.
According to the China Securities Regulatory Commission's feedback letter No. 121905 regarding the share swap absorption merger of Guangzhou Pharmaceutical and Baiyunshan, this independent financial advisor has conducted a special verification of the matters required in the feedback letter and issued the "Independent Financial Advisor's Special Verification Opinion on the Share Swap Absorption Merger of Guangzhou Pharmaceutical Co., Ltd. and Related Transactions" (hereinafter referred to as "the Special Verification Opinion"). The Special Verification Opinion only expresses opinions on the matters required in the feedback letter, and the special statements made in the Report apply to the Special Verification Opinion.
The issuance of the Special Verification Opinion is based on the premise that all parties involved in this transaction have committed to providing the necessary materials to this independent financial advisor and guarantee that the materials provided are true, accurate, and complete, without any false records, misleading statements, or significant omissions, and are responsible for the authenticity, accuracy, and completeness of the materials. If the materials provided by the parties involved in this transaction are untrue or incomplete, this independent financial advisor reserves the right to disclaim liability based on the authenticity, completeness, and accuracy of the materials cited in the Special Verification Opinion. Unless otherwise specified, the terms and abbreviations in the Special Verification Opinion have the same meanings as those in the Report.
Verification by the China Securities Regulatory Commission
Guangzhou Securities Co., Ltd. (hereinafter referred to as "this independent financial advisor") has been entrusted by Guangzhou Baiyunshan Pharmaceutical Co., Ltd. (hereinafter referred to as "Baiyunshan") to act as the independent financial advisor for the share swap absorption merger of Guangzhou Pharmaceutical Co., Ltd. (hereinafter referred to as "Guangzhou Pharmaceutical"), the issuance of shares to purchase assets, and related transactions. According to your feedback letter No. 121905 issued to Baiyunshan, this independent financial advisor has verified the relevant circumstances and now issues this special financial advisor verification opinion.
- The applicant is requested to supplement the disclosure of the proportion of properties or land with defects in the target assets, the corresponding assessed value, and the impact on this transaction and the future operations of the parent company. The applicant is requested to supplement the disclosure of the reasons and progress for the corresponding warrants that have not been completed, the expected completion time, and the method of bearing related costs; whether the allocated land injected into the listed company violates current relevant regulations, and if so, whether necessary measures have been taken to correct it, and explain the method of bearing related costs and the impact on the assessed value. The applicant is requested to supplement the disclosure of whether the properties with mortgages in the target assets have obtained the consent of the mortgagee to change the name to Guangzhou Pharmaceutical, and whether there are any legal disputes. The independent financial advisor and lawyer are requested to verify and express clear professional opinions (Feedback Question 3).