300289SZSE
🚨 Material Event

CITIC Securities: Independent Financial Advisor's Review Report on the Implementation of Major Asset Purchase by Beijing Leadingman Biochemical Co., Ltd.

Lideman Co., Ltd.··11 pages

✨ AI Summary

This report by CITIC Securities, the independent financial advisor, reviews the implementation of Beijing Leadingman Biochemical Co., Ltd.'s major asset purchase. The transaction involved acquiring 61.50% of the shares of Beijing Sanyou Pharmaceutical Co., Ltd. The advisor confirms all necessary approvals have been obtained, the asset has been transferred, and payments are being made as agreed. The transaction is deemed a major asset restructuring but not a related-party transaction or a backdoor listing.

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Full Translation

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Independent Financial Advisor's Statement

CITIC Securities Co., Ltd. has been appointed by Beijing Leadingman Biochemical Co., Ltd. as the independent financial advisor for the major asset purchase. In accordance with relevant laws, regulations, and industry standards, including the Company Law, Securities Law, Administrative Measures for Major Asset Restructuring of Listed Companies, Disclosure Content and Format Standards for Public Offerings of Securities by Companies No. 26 – Major Asset Restructuring of Listed Companies, and the Shenzhen Stock Exchange Stock Listing Rules, this independent financial advisor has conducted a prudent investigation and hereby issues this review report on the implementation of the restructuring.

  1. The documents and materials used as the basis for this review report were provided by the parties to the transaction. All parties have committed that the provided documents and materials are true, accurate, and complete, and do not contain any false statements, misleading representations, or material omissions. This independent financial advisor assumes no risk liability arising therefrom.

  2. This independent financial advisor has fulfilled its due diligence obligations as required and has sufficient reason to believe that the professional opinions expressed do not have any substantive differences from the information disclosed by the listed company.

  3. This review report does not constitute any investment advice to the listed company. This independent financial advisor assumes no responsibility for any investment decisions made by investors based on this review report.

  4. This independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in this review report or to provide any interpretation or explanation of this review report.

  5. This independent financial advisor urges all investors to carefully read the relevant resolutions, announcements, and the full text of the documents disclosed regarding this transaction.

Table of Contents

Independent Financial Advisor's Statement 1

Table of Contents 2

Definitions 3

Section 1 Overview of the Transaction 4

I. Overview of the Transaction Plan 4

II. Valuation and Pricing of the Target Assets 4

III. Nature of the Transaction 4

Section 2 Implementation of the Transaction 6

I. Decision-Making and Approval of the Transaction 6

II. Handling of Asset Transfer or Delivery and Related Claims and Liabilities 6

III. Whether There Are Differences Between Actual Circumstances and Previously Disclosed Information 7

IV. Changes in Directors, Supervisors, Senior Management, and Other Relevant Personnel 7

V. Whether the Listed Company's Funds or Assets Were Occupied by the Actual Controller or Other Related Parties, or Whether the Listed Company Provided Guarantees for the Actual Controller and Its Related Parties During the Restructuring Process 7

VI. Fulfillment of Relevant Agreements and Commitments 7

VII. Compliance and Risks of Subsequent Matters 8

Section 3 Independent Financial Advisor's Opinion 9

Definitions

In this review report, unless otherwise indicated by the context, the following abbreviations have the following meanings:

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