Caitong Securities Co.Ltd(601108)
About Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
Issue shares to purchase assets and raise matching funds and related party transactions
Verification opinions on diluted immediate return
Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) (hereinafter referred to as “company”, “listed company” and ” Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) “) intends to purchase 100% equity of Anhui wanwei Rongsheng New Material Co., Ltd. (hereinafter referred to as “target company” and “wanwei Rongsheng”) by issuing shares and raise supporting funds (hereinafter referred to as “this transaction” and “this reorganization”).
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The requirements of relevant laws and regulations such as 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement of China Securities Regulatory Commission [2015] No. 31), Caitong Securities Co.Ltd(601108) (hereinafter referred to as “independent financial advisor”) as the independent financial advisor of this transaction, the impact of this transaction on the dilution of immediate return, preventive and filling measures and the verification of relevant commitments are described as follows:
1、 Analysis on diluted immediate return of this transaction
According to the company’s financial report and the company’s pro forma review report for 2020 and 2021 issued by Rongcheng accountant, without considering the raising of supporting funds, the company’s earnings per share before and after this transaction are as follows:
2021 2020
project
Pre transaction and post transaction (reference number) pre transaction and post transaction (reference number)
96537.36 98219.65 61122.03 62664.47 net profit attributable to shareholders of the listed company (10000 yuan) attributable to shareholders of the listed company
Net profit after deducting non recurring profit and loss: 96755.36 98302.88 53548.88 54966.13 yuan
Basic earnings per share (yuan / share) 0.50 0.47 0.32 0.30
After deducting non recurring profit and loss, the base is 0.50 0.47 0.28 0.26 earnings per share (yuan / share)
Before this transaction, the basic earnings per share of the listed company in 2020 and 2021 were 0.32 yuan / share
The basic earnings per share of the municipal company in 2020 and 2021 are 0.30 yuan / share and 0.47 yuan / share respectively, and the basic earnings per share after deduction are 0.26 yuan / share and 0.47 yuan / share respectively; Therefore, after the completion of this transaction, the basic earnings per share of the listed company before and after non deduction will be diluted.
2、 Diluted earnings per share filling return arrangement
In view of the dilution of the company’s immediate return, the company plans to take the following filling measures to enhance the company’s sustainable return ability, but the formulation of the following filling and return measures does not guarantee the company’s future profits:
1. Accelerate the integration of underlying assets and improve the profitability of the company
After the completion of this transaction, the business scope of the listed company has further expanded to the downstream, becoming the only enterprise covering the whole industrial chain of pva-pvb resin PVB intermediate membrane in China. The industry position has been further consolidated and the overall value of the company has been improved. The company will accelerate the integration of target assets, fully mobilize the synergy between the company’s original business and the target company’s PVB intermediate membrane business through all-round promotion measures, and complete the target company’s business plan in a timely and efficient manner, so as to improve the profitability of listed companies.
2. Improve the operation and management system and improve the internal control system
In strict compliance with the requirements of the company law, the securities law and other laws and regulations, the company has formulated a relatively perfect and sound operation and management system to ensure the normal and orderly operation of various business activities of the company. After the completion of this transaction, the company will further improve and implement the company’s internal control system, standardize the company’s operation, continuously improve the operation and management level, improve and strengthen the investment decision-making procedures, strengthen cost management, optimize the budget management process, strengthen implementation supervision, and comprehensively and effectively control the company’s operation and management risks, so as to reduce the company’s operating costs, Improve business efficiency.
3. Improve the corporate governance structure and provide institutional guarantee for the development of the company
The company will strictly abide by the provisions of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors can make scientific, rapid and prudent decisions in accordance with laws, regulations and the articles of association, 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, ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, senior managers and the company’s finance, and safeguard the interests of all shareholders of the company.
4. Strictly implement the profit distribution policy and strengthen the return mechanism for investors
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the notice on further implementing matters related to cash dividends of listed companies issued by the CSRC, listed companies have stipulated the decision-making procedures and mechanism of profit distribution, the specific content of cash dividend policy, the form of profit distribution, etc. in the articles of association, The listed company will strictly implement the above profit distribution policy, pay attention to the reasonable return to investors, and take into account the overall interests of all shareholders and the sustainable development of the listed company.
After the completion of this transaction, the listed company will strictly implement laws and regulations and the articles of association, continue to implement a sustainable, stable and active profit distribution policy, widely listen to the opinions and suggestions of investors, especially independent directors and minority shareholders, and improve the dividend distribution policy in combination with the actual situation of the listed company and the wishes of investors, We will increase the transparency of the implementation of distribution policies, strengthen the protection mechanism for the rights and interests of small and medium-sized investors, and safeguard the interests of all shareholders.
3、 Commitment of relevant entities to effectively implement the measures to dilute the current earnings per share
1. Commitment of the directors and senior managers of the company on the filling measures for diluted immediate return of this transaction
(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 the company in other ways.
(2) I promise to restrict my job consumption behavior.
(3) I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties.
(4) Promise to link the salary system formulated by the board of directors or the salary and assessment committee with the implementation of the company’s filling and return measures within the scope of their own responsibilities and authorities.
(5) If the company subsequently launches the company’s equity incentive policy, the exercise conditions of the company’s equity incentive to be announced will be linked to the implementation of the company’s filling return measures.
(6) From the issuance date of this letter of commitment to the completion of the implementation of the company’s issuance of shares to purchase assets and raise supporting funds, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time. I promise to earnestly fulfill the company’s compensation measures and any commitments I make about compensation measures. If I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors according to law.
2. Commitment of the controlling shareholder of the company on the dilutive immediate return filling measures of this transaction
(1) Do not interfere with the operation and management activities of listed companies beyond their authority.
(2) Will not encroach on the interests of listed companies.
(3) From the issuance date of this letter of commitment to the completion of the implementation of the listed company’s issuance of shares to purchase assets and raise supporting funds, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the company promises to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time.
(4) The company promises to earnestly fulfill the relevant measures for filling returns formulated by the listed company and any commitments made by the company on filling returns. If the company violates such commitments and causes losses to the listed company or investors, the company is willing to bear the liability for compensation to the listed company or investors according to law. 4、 Verification conclusion of independent financial advisor
In conclusion, after verification, the independent financial advisor believes that the impact of the transaction on the immediate return of the listed company expected by the listed company is in line with the actual situation of the listed company, the analysis of the possibility of diluting the immediate return in this restructuring is reasonable, and the listed company has issued relevant commitments, 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 in major asset restructuring (CSRC announcement [2015] No. 31) and other relevant laws and regulations are conducive to protecting the legitimate rights and interests of small and medium-sized investors. (no text below)
