Why did Wuzhou Dongtai buy Huarui shares?

In order to optimize enterprise resources and integrate surplus industries, the supply-side structure has been reformed. Essence Securities Co., Ltd. acquired Wuzhou Dongtai State-owned Assets Management Co., Ltd. Huarui Electric Co., Ltd., and the company's continuous supervision opinions in the first quarter of 2020 and 20021. Limited by Share Ltd (hereinafter referred to as "Essence Securities" and "Financial Advisor") is entrusted as the financial advisor of the buyer (hereinafter referred to as "Wuzhou Dongtai" and "Buyer") of the Agreement on the Acquisition of Huarui Electric Appliance Co., Ltd. by Wuzhou Dongtai State-owned Assets Management Co., Ltd. Limited company (hereinafter referred to as "Huarui", "listed company" and "company"). According to the Securities Law of People's Republic of China (PRC), Measures for the Administration of the Acquisition of Listed Companies and other relevant regulations, Essence Securities, as the financial consultant of this acquisition, has continuously supervised the equity change report of Huarui Electric Appliance Co., Ltd. Limited company (hereinafter referred to as "Statement of Changes in Equity") was announced by Huarui Company.

1. The period from the date of this Report (14, September 2020) to the completion of this acquisition 12 months. Through daily communication, combined with Huarui's 2020 Annual Report and 20021First Quarter Report, the continuous supervision period of financial advisers from September 14 to March 3 1 day in 2020 (hereinafter referred to as the Report) was announced. In this acquisition transaction, Wuzhou Dongtai transferred 18433 125 shares of listed companies held by Sun Ruixiang (accounting for 10.24% of the total share capital of listed companies) and 1038320 shares of listed companies held by Zhang Yijun (accounting for 0.58% of the total share capital of listed companies) by agreement. At the same time, Sun transferred 34,565,438+0055 shares of the listed company (accounting for 65,438+09.17% of the total share capital of the listed company) and entrusted Wuzhou Dongtai to exercise the voting rights. After the equity transfer, Wuzhou Dongtai holds 1947 1445 shares of Huarui, accounting for 10.82% of the total share capital of the listed company, with voting rights of 29.99%.

2. Became the controlling shareholder of Huarui, and the State-owned Assets Supervision and Administration Commission of Wuzhou Municipal People's Government became the actual manager of Huarui. 20201October 30th 10, Huarui Company. Certificate issued by China Securities Depository and Clearing Co., Ltd. ... According to the confirmation of the registration of securities transfer, the registration procedures of share transfer have been completed, and the transfer date is 65438+2020129 October. The financial adviser believes that the equity transfer procedures involved in this acquisition have been completed in accordance with the law, and the listed company has fulfilled the information disclosure procedures in accordance with the law. Corporate governance and standardized operation have been verified. During the continuous supervision, the shareholders' meeting, the board of directors and the board of supervisors of Huarui Company were held. Limited company operates independently, and Wuzhou Dongtai and its related parties do not harm the interests of listed companies. Wuzhou Dongtai and Huarui Co., Ltd. operate in accordance with the Corporate Governance of China Securities Regulatory Commission and the Listing Rules of Shenzhen Stock Exchange, and do not violate the relevant provisions of corporate governance and internal control system. The purchaser has made a public commitment in accordance with the detailed equity change report, and Wuzhou Dongtai has made relevant commitments to maintain the independence of Huarui, avoid horizontal competition, and reduce and standardize the association.