Anxin Securities Co., Ltd
Verification opinions on New Hua Du Supercenter Co.Ltd(002264) diluted immediate return on the sale of New Hua Du Supercenter Co.Ltd(002264) major assets, filling measures and commitments of relevant subjects New Hua Du Supercenter Co.Ltd(002264) (hereinafter referred to as the "company", "002264}" and "listed company") intend to transfer Quanzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. to the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) Industrial Group Co., Ltd. (hereinafter referred to as the " New Hua Du Supercenter Co.Ltd(002264) group") Zhangzhou New Hua Du Supercenter Co.Ltd(002264) Department Store Co., Ltd., Jiangxi New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Xiamen New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Fujian New Hua Du Supercenter Co.Ltd(002264) Comprehensive Department Store Co., Ltd., Ningde New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Sanming New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Longyan New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd., Nanping New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd Sanming New Hua Du Supercenter Co.Ltd(002264) Logistics Distribution Co., Ltd. and Ganzhou New Hua Du Supercenter Co.Ltd(002264) shopping mall Co., Ltd. have 100% equity of 11 wholly-owned subsidiaries (hereinafter referred to as the "target company") (hereinafter referred to as "this transaction").
Anxin Securities Co., Ltd. (hereinafter referred to as "the independent financial consultant") as the independent financial consultant of the listed company for this transaction, 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) The requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the guiding opinions of the CSRC on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other documents, The impact analysis of the listed company's transaction on the dilution of immediate return, the specific measures to fill in the return, and the commitments made by relevant subjects to the company's measures to fill in the return have been verified. The specific verification is as follows:
1、 Analysis on the impact of diluting the immediate return after the completion of this transaction
According to the financial statements of the company for 2020 and January October 2021, and the review report (TJs [2022] No. 13-2) issued by Tianjian Certified Public Accountants (special general partnership), assuming that the transaction is completed on January 1, 2020, the restructuring will have an impact on 2020 The comparison of the impact of net profit and basic earnings per share attributable to common shareholders of the company from January to October 2021 is as follows:
January October 2021 2020
project
Before transaction completion after transaction completion before transaction completion after transaction completion
January October 2021 2020
project
Before transaction completion after transaction completion before transaction completion after transaction completion
Attributable to common shareholders of the company 3852.38 10917.37 18192.63 8379.69
Net profit of (10000 yuan)
Basic earnings per share (yuan / share) 0.06 0.16 0.27 0.12
According to the above table, after the completion of this transaction, the net profits attributable to the shareholders of the parent company in 2020 and January October 2021 are 83.7969 million yuan and 109.1737 million yuan respectively, and the basic earnings per share are 0.12 yuan / share and 0.16 yuan / share respectively. In 2020, the target company will turn losses into profits, so the earnings per share of the current year will be diluted after stripping; From January to October 2021, the target company suffered a large amount of losses, which will increase the company's earnings per share after this transaction. It is expected that the divestiture of retail business will reduce the net profit of Listed Companies in 2021 and dilute the immediate return in 2021.
2、 Measures to be taken by the company to dilute the immediate return in this restructuring
Affected by macroeconomic, industrial policy, industry cycle and other factors, after the completion of this transaction, the listed company still faces market risks and business risks in the process of production and operation, resulting in diluting the immediate return of the listed company in 2021. In order to prevent the risk of diluting the company's immediate return caused by this major asset restructuring, the listed company will take the following measures to fill the impact of this major asset restructuring on diluting the immediate return. The details are as follows:
(I) make full use of the cash consideration obtained from this transaction to support the development of the main business and improve the financial situation. After the completion of this transaction, the company will further focus on the Internet marketing business, rely on the advantages of existing technology, brand, channel and operation experience, strengthen the marketing promotion of the company's existing categories, expand the company's influence and consolidate the company's market position; At the same time, actively seek the authorization and cooperation of high-quality brand parties, enrich the brand types of the company, and layout the subdivision tracks with development potential; According to the changes and development of business forms in the field of Internet marketing, we will increase investment in human resources and marketing resources in the fields of product customization marketing and live e-commerce, so as to enhance the market competitiveness of the company.
In addition, after the completion of this transaction, the company's withdrawal of funds will improve asset liquidity, reduce asset liability ratio and further meet the demand for working capital of Internet marketing business.
(II) further improve the profit distribution policy and pay attention to the return of investors and the protection of rights and interests
In order to improve the company's profit distribution system, promote the company to establish a more scientific and reasonable profit distribution and decision-making mechanism, and better safeguard the interests of shareholders and investors, the company, in accordance with the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws According to the requirements of laws and regulations and normative documents, combined with the actual situation of the company, the profit distribution policy is clearly stipulated in the articles of association. In the future, if the above systems are inconsistent with applicable laws, regulations and other normative documents, the listed company will timely revise the relevant systems of the company in accordance with the requirements of relevant laws, regulations, articles of association and other internal normative documents.
(III) further strengthen business management and internal control, improve business performance and reduce operating costs. The company will strive to improve the efficiency of the use of funds in this transaction, improve and strengthen the investment decision-making procedures, design more reasonable fund use plans, make rational use of various financing tools and channels, control the cost of funds and improve the efficiency of fund use, Save the company's financial expenses. At the same time, the company will also strengthen its internal control to comprehensively and effectively control the company's operation and control risks.
3、 Commitment of relevant entities to the measures to be taken by the company to dilute the immediate return of this transaction
The company's directors and senior managers' commitments to the measures to be taken to dilute the immediate return of the company's transaction are as follows:
"I. 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 post 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、 I promise that the salary system formulated by the board of directors or the salary and assessment committee will be linked to the implementation of the company's compensation measures;
5、 If the company plans to implement equity incentive, I promise that the exercise conditions of equity incentive to be announced by the company will be linked to the implementation of the company's filling return measures;
6、 From the date of issuance of this commitment to the completion of this major asset sale of the company, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments can not meet the provisions of the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC. "
Mr. Chen Fashu, the controlling shareholder New Hua Du Supercenter Co.Ltd(002264) group and actual controller of the company, made the following commitments on the measures to be taken by the company to dilute the immediate return of this transaction:
"I. promise not to interfere with the operation and management activities of listed companies beyond their authority and not to encroach on the interests of listed companies.
2、 From the issuance date of this commitment to the completion of this transaction of the listed company, if the CSRC makes new regulatory provisions on filling return measures and commitments of relevant personnel, and the above commitments cannot meet the new regulatory provisions of the CSRC, the promisor promises to issue supplementary commitments according to the latest provisions of the CSRC at that time.
3、 The promisor promises to earnestly fulfill the relevant measures for compensation and return formulated by the listed company and any commitments made by the promisor about the measures for compensation and return. If the promisor violates such commitments and causes losses to the listed company or investors, the promisor is willing to bear the liability for compensation to the listed company or investors in accordance with the law. " 4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the listed company has carefully predicted the risk that the immediate return may be diluted after the implementation of this transaction, and the measures to fill the immediate return and the commitments of relevant commitment subjects are 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) The provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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 documents are conducive to protecting the legitimate rights and interests of small and medium-sized investors.
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(there is no text on this page, which is the signature page of the verification opinions of Anxin Securities Co., Ltd. on the diluted immediate return and filling measures for the sale of New Hua Du Supercenter Co.Ltd(002264) major assets and the commitments of relevant entities) financial advisor sponsor:
Huang Xuan, Wu Haibo
Anxin Securities Co., Ltd
