Huaan Securities Co.Ltd(600909)
About Anhui Andeli Department Store Co.Ltd(603031)
The impact of diluting the immediate return of this transaction and the special verification opinions on taking measures to fill the return
Anhui Andeli Department Store Co.Ltd(603031) (hereinafter referred to as “the company”, “listed company” and ” Anhui Andeli Department Store Co.Ltd(603031) “) intends to pay cash to Ningbo Yafeng Electric Appliance Co., Ltd. (renamed “Fujian Nanping Dafeng Electric Appliance Co., Ltd.”, hereinafter referred to as “Ningbo Yafeng”) through Anhui Anfu Energy Technology Co., Ltd. (hereinafter referred to as “Anfu energy”) Purchase 15% equity of Ningbo Yajin Electronic Technology Co., Ltd. (hereinafter referred to as “Yajin technology”) (hereinafter referred to as “this transaction” or “this reorganization”). Huaan Securities Co.Ltd(600909) (hereinafter referred to as “the independent financial adviser”) as the independent financial adviser of Anhui Andeli Department Store Co.Ltd(603031) this reorganization, according to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) According to the requirements of relevant laws, regulations and normative documents such as several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the impact of this restructuring on the dilution of immediate returns The preventive and filling measures and the verification of relevant commitments are described as follows: first, the impact of the diluted immediate return of this restructuring on the main financial indicators of the listed company
Since the target companies of the previous transaction and this transaction are both Yajin technology and the interval between the two transactions is short, in order to help investors fully understand the impact of the two transactions on the financial situation of the listed company, it is assumed that the previous transaction and this transaction of the company will be completed on January 1, 2020 for the preparation of the consolidated financial statements.
According to the reference review report (ZTT [2022] Tsz No. 0100029) issued by ZTT, the main financial indicators of the listed company before and after the two transactions are as follows:
Unit: 10000 yuan / share
Project from January to August 2021 and 2020
Before and after test preparation
Operating income 114861.88 246911.15 176571.39 337404.37
Operating profit -1867.94 57256.94 148.64 62315.00
Total profit -1997.26 30252.11 199.05 64464.15
Net profit -1863.27 24502.36 -659.14 50701.33
Net profit attributable to shareholders of the parent company -1863.27 3827.23 -659.14 10183.99
Basic earnings per share -0.17 0.34 -0.06 0.91
According to the above table, the net profits attributable to the shareholders of the parent company after the preparation for the examination in 2020 and January August 2021 were 101.8399 million yuan and 38.2723 million yuan respectively. The basic earnings per share after the preparation for the examination were 0.91/share and 0.34 yuan / share respectively, which turned losses into profits compared with -0.06 yuan / share and -0.17 yuan / share before the preparation for the examination.
After the completion of the two transactions, the basic earnings per share of the listed company turned from loss to profit, and the overall profitability was improved. The two transactions are conducive to thickening the company’s earnings per share and improving shareholder returns. Affected by many unknown factors such as macro-economy, industrial policy and industry cycle, there are business risks and market risks in the production and operation process of the company and the target company, which may have a significant impact on the production and operation results. Therefore, it is not ruled out that the actual operation results of the company in the future are lower than expected, and the immediate return per share may be diluted. 2、 Countermeasures and commitments taken by the listed company in response to the possible dilution of the immediate income of this transaction (I) Countermeasures
Although it is estimated that the immediate return will not be diluted in the year when the transaction is completed, in order to safeguard the legitimate rights and interests of the company and all shareholders, if the immediate return of the listed company is diluted, the company plans to take the following filling measures to enhance the company’s sustainable profitability:
1. Strengthen operation management and internal control
The company will further strengthen its business management and internal control, improve its daily operation efficiency, reduce its operation cost, comprehensively and effectively control its operation and management risks and improve its operation efficiency.
2. Improve profit distribution policy
After the completion of this transaction, the company will continue to implement a sustainable, stable and active profit distribution policy in accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, and in combination with the actual situation of the company, Widely listen to the opinions and suggestions of investors, especially independent directors and minority shareholders, strengthen the return to investors, improve the profit distribution policy, increase the transparency of the implementation of the distribution policy, and safeguard the interests of all shareholders.
The company will strictly abide by the company law, securities law and other laws, regulations and normative documents, constantly improve the governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors can exercise its functions and powers in accordance with laws, regulations and the articles of association, make scientific, rapid and prudent decisions, and ensure that independent directors can earnestly perform their duties, Safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and ensure that the board of supervisors can independently and effectively exercise the supervision and procuratorial power over directors, managers and other senior managers and the company’s finance, so as to provide institutional guarantee for the development of the company.
4. Strictly implement performance commitments and compensation arrangements
According to the profit compensation agreement signed between Anfu energy and Ningbo Yafeng, Ningbo Yafeng promises that in 2022, 2023 and 2024, The annual net profit of Yajin Technology (“net profit” refers to the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses, whichever is lower. At the same time, excluding all the profit and loss effects that may be caused by the equity investment of Yajin technology in Shenzhen Pengbo Industrial Group Co., Ltd.) shall not be less than 616372500 yuan, 657464000 yuan and 698555500 yuan respectively.
If the target companies can achieve the promised performance of each year, the earnings per share of the listed company will be improved after the completion of this transaction; If the actual net profit of the target company is lower than the above promised performance level, Ningbo Yafeng will compensate the listed company in accordance with the relevant provisions of the profit compensation agreement to fill the immediate return.
(II) commitments made by the controlling shareholders, actual controllers, directors and senior managers of the company
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) According to the requirements of relevant laws, regulations and normative documents such as several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31), the directors and senior managers of the company will be faithful Perform duties diligently and safeguard the legitimate rights and interests of the company and all shareholders. In order to implement the above provisions and the spirit of the documents, the controlling shareholders, actual controllers, directors and senior managers of the company make commitments respectively:
1. The controlling shareholders and their persons acting in concert and actual controllers undertake:
(1) Promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor damage the interests of the company in other ways;
(2) Undertake to restrict the post consumption behavior of directors and senior managers; Promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of their duties; Promise that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the company’s compensation measures;
(3) After the issuance date of this commitment and before the completion of this transaction, if China Securities Regulatory Commission and Shanghai Stock Exchange make other new regulatory provisions on filling return measures and commitments, and the relevant contents of this commitment cannot meet these Provisions, the enterprise / the company / I promise to issue supplementary commitments in accordance with the latest provisions of the above regulatory authorities at that time;
(4) If Anhui Andeli Department Store Co.Ltd(603031) or shareholders suffer losses due to violating the above commitments or refusing to perform the above commitments, the enterprise / the company / I agree to bear corresponding legal liabilities in accordance with laws and regulations and relevant provisions of securities regulatory authorities.
2. All directors and senior managers of the company promise:
(1) I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of Listed Companies in other ways.
(2) I promise to restrict my consumption behavior.
(3) I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to my performance of duties.
(4) I promise to support the board of directors or the Remuneration Committee in formulating the remuneration system, which should be linked to the implementation of the listed company’s compensation measures.
(5) I promise to support the implementation of the equity incentive exercise conditions of listed companies and the filling return measures of listed companies.
(6) From the date of issuance of this commitment to the completion of this transaction, when China Securities Regulatory Commission and Shanghai Stock Exchange make new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these Provisions, I promise to issue supplementary commitments in accordance with the above new regulatory provisions at that time.
(7) I promise to earnestly fulfill the relevant filling and return measures formulated by the listed company and any commitments I make about filling and return measures. If I violate these commitments and cause losses to the listed company or investors, I am willing to bear the liability for compensation to the listed company or investors according to law. 3、 Verification opinions
After verification, the independent financial advisor believes that the listed company’s analysis of the diluted immediate return of this restructuring is reasonable, and it is expected that the immediate return will not be diluted after this transaction. However, in order to safeguard the legitimate rights and interests of the company and all shareholders, the listed company has formulated measures to fill the possible diluted immediate return, the controlling shareholders of the listed company and their persons acting in concert The actual controller, all directors and senior managers have issued corresponding commitments, which is in line with the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant laws and regulations.
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(there is no text on this page, which is the signature page of Huaan Securities Co.Ltd(600909) special verification opinions on the impact of Anhui Andeli Department Store Co.Ltd(603031) diluting the immediate return of this transaction and taking measures to fill the return)
Huaan Securities Co.Ltd(600909) (seal): mm / DD / yyyy
