000602SZSE

Independent Financial Advisor Report of China National Securities Co., Ltd. on Shenhua Guoneng Group Co., Ltd.'s Tender Offer for the Company

Golden Horse Group··24 pages

✨ AI Summary

This report serves as an independent financial advisory opinion regarding Shenhua Guoneng Group's tender offer to acquire Guangdong Jinma Tourism Group. The offer price is set at 13.46 CNY per share, targeting 212,177,804 shares, representing 21.03% of the total equity. The report concludes that the offer is compliant with regulations and recommends acceptance by shareholders.

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Full Translation

AI Translation· azure_openai

Independent Financial Advisor Statement

China National Securities Co., Ltd. has been entrusted by the board of Jinma Group to act as the independent financial advisor for this tender offer. The information on which this report is based has been provided by Jinma Group and other relevant institutions and personnel, who are responsible for the authenticity, accuracy, and completeness of all written materials, documents, or oral testimonies provided, and there are no false records, misleading statements, or significant omissions. Except for the information provided by Jinma Group, other information in this report is sourced from public channels, including but not limited to Jinma Group's annual reports for the past three years and public data from the capital market. This report expresses opinions solely on Shenhua Guoneng's comprehensive tender offer for Jinma Group, including an assessment of Jinma Group's financial condition and whether the tender offer terms are fair and reasonable. The independent financial advisor assumes no responsibility for any consequences arising from investment decisions made by investors based on this report. As of the date of this report, the independent financial advisor has no relationship with any parties involved in this tender offer, and the opinions expressed herein are entirely independent; the independent financial advisor has not commissioned or authorized any other institutions or individuals to provide information not included in this report or to interpret or explain this report; the independent financial advisor urges investors to carefully read all announcements and information disclosures related to this tender offer published by Jinma Group.

Table of Contents

  1. Definition
  2. Basic Information of the Acquirer and Its Affiliates
    1. Basic Information of the Acquirer
    2. Ownership and Control Relationships Related to the Acquirer
    3. Financial Condition of the Acquirer in the Last Three Years
    4. Penalties and Litigation Involving the Acquirer in the Last Five Years
  3. Overview of the Tender Offer
    1. Acquisition Documents and Information Disclosure
    2. Summary of the Tender Offer Plan
  4. Financial Condition Analysis of Jinma Group
    1. Key Financial Data
    2. Profitability Analysis
    3. Operational Capability Analysis
    4. Solvency Analysis
  5. Analysis of the Tender Offer Price
    1. Compliance Analysis of the Tender Offer Price
    2. Price Analysis of the Tender Offer Shares
    3. Liquidity of Listed Shares
    4. Recommendation on Acceptance of the Offer by Public Shareholders
  6. Basic Opinions of the Independent Financial Advisor on the Tender Offer
    1. Qualification of the Acquirer
    2. Evaluation of the Acquirer's Strength
    3. Subsequent Plans of the Acquirer
    4. No Use of Jinma Group's Assets or Financial Assistance for the Acquisition
    5. Evaluation of the Tender Offer and Recommendations for Other Shareholders
    6. Conclusion on the Tender Offer
  7. Risk Warning for the Tender Offer
  8. Statement of the Independent Financial Advisor's Holdings in the Last Six Months
  9. Documents for Reference

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