Declaration and Commitment
CITIC Construction Investment Securities Co., Ltd. accepts the commission from Inner Mongolia Pingzhuang Energy Co., Ltd. to act as the independent financial advisor for the share swap absorption merger of Longyuan Power Group Co., Ltd. and the major asset sale and cash purchase of assets, as well as related transactions, and to prepare this report. This independent financial advisor report is based on the relevant provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for Major Asset Restructuring of Listed Companies, and the Management Measures for Financial Advisory Services for Mergers and Acquisitions of Listed Companies, among others. It adheres to the recognized business standards, ethical norms, and principles of honesty, creditworthiness, and diligence in the securities industry. Following a careful review of relevant materials and a thorough understanding of the transaction, this report provides an independent financial advisory opinion aimed at offering an independent, objective, and fair evaluation of the share swap absorption merger and asset sale for the reference of all shareholders of Pingzhuang Energy and relevant parties.
1. Independent Financial Advisor Declaration
- The documents and materials relied upon by this independent financial advisor have been provided by the parties involved in the transaction. All parties have guaranteed that all materials provided to this independent financial advisor necessary for issuing this report are authentic, accurate, complete, and timely, with no significant omissions, false records, or misleading statements, and they are responsible for their authenticity, accuracy, completeness, and timeliness.
- The opinions expressed in this report are based on the assumption that all parties involved in the transaction fully perform the terms of the transaction agreement and assume all responsibilities.
- This independent financial advisor reminds investors that this report does not constitute any investment advice or opinion regarding Pingzhuang Energy. The independent financial advisor shall not be liable for any risks arising from investment decisions made by investors based on this report.
- This independent financial advisor has issued this independent financial advisor report entirely based on objective and fair principles. Additionally, this independent financial advisor urges investors to carefully read the full text of the "Longyuan Power Group Co., Ltd. Share Swap Absorption Merger of Inner Mongolia Pingzhuang Energy Co., Ltd. and Major Asset Sale and Cash Purchase of Assets Report (Draft)" and related intermediary institutions' audit reports, pro forma audit reports, valuation reports, legal opinions, and other documents announced simultaneously by Pingzhuang Energy.
- This independent financial advisor has not commissioned or authorized any other institutions or individuals to provide information not included in this report or to make any explanations or clarifications regarding this report.