China Securities Co.Ltd(601066)
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 laws, regulations and normative documents such as several opinions of the State Council on further promoting the healthy development of 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), China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” independent financial adviser “) as the independent financial adviser of this transaction, the impact of this transaction on the dilution of immediate return of the listed company and the relevant measures taken by the listed company are verified as follows:
1、 Basic information of this reorganization
The company plans to issue shares and pay cash to purchase 19.13% of the minority shareholders’ equity of the holding subsidiary Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as “Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) ” or “target company”) (hereinafter referred to as “this transaction”).
2、 Diluted immediate return of this restructuring
According to the financial data of the listed company in 2020 and 2021 and the review report on the pro forma financial statements of the listed company in 2020 and 2021 (Zhong Hui Zi (2022) No. 00153) issued by Zhonghua Certified Public Accountants (special general partnership), the changes of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) net profit and earnings per share attributable to the shareholders of the listed company before and after this transaction are as follows:
Unit: 10000 yuan
Project 2021-2020
Pre transaction reference number pre transaction reference number
Net profit attributable to the owner of the parent company 50016.23 58456.23 -69749.06 -65485.32
Basic earnings per share (yuan / share) 0.34 0.38 -0.49 -0.44
Note: the financial data after the completion of the transaction does not consider the impact of supporting raised funds.
Before this transaction, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) was already a holding subsidiary of the listed company. The underlying asset of this transaction is 19.13% minority equity of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) . This transaction can improve the amount of equity attributable to the owner of the parent company and the amount of net profit attributable to the owner of the parent company. This transaction is conducive to thickening the company’s earnings per share and improving the return to shareholders. After the completion of this transaction, the scale of the company’s total share capital will be expanded and the scale of net assets will also be increased. 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.
3、 Measures to be taken to prevent this transaction from diluting the immediate return
In order to prevent the risk of dilution of the company’s immediate return caused by this transaction, the listed company will take the following measures to fill the impact of this transaction on the dilution of immediate return. The details are as follows:
(I) standardize the use and management of raised funds and improve the use efficiency of raised funds
After the matching funds raised in this restructuring are in place, the company will standardize the storage and use of the raised funds, and continuously manage and supervise the use of the raised funds in accordance with the provisions of the company law, the securities law and other laws and regulations, normative documents and the articles of association. The board of directors of the company will continue to supervise the special storage of the raised funds and the use of the raised funds according to the specified purposes, and cooperate with the bank storing the raised funds and independent financial advisers to continuously inspect and supervise the use of the raised funds, so as to ensure the standardized and effective use of the raised funds by the company.
(II) fully integrate resources and improve the profitability of the company
After the completion of this transaction, the shareholding ratio of Listed Companies in Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) will be further increased, which will help the company focus more on the core business of high-end intelligent manufacturing, continue to build core products, improve the comprehensive competitive strength of listed companies, and further enhance the profitability and anti risk comprehensive ability of listed companies.
(III) continuously improve the corporate governance structure and control management and operation risks
The company will further strengthen the construction of internal control system, continuously improve the corporate governance structure and strengthen the internal control system, ensure that the board of directors, the board of supervisors and the management effectively exercise their functions and powers, strictly control and manage business risks while making efficient decisions, and effectively protect the interests of investors, especially the legitimate rights and interests of minority shareholders.
(IV) further improve the profit distribution policy and strengthen the investor return mechanism
According to the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other provisions of the CSRC, the company has clearly agreed on the relevant provisions on profit distribution in the articles of association, and defined the specific conditions, proportion and proportion of the company’s profit distribution, especially cash dividends Distribution forms and conditions of stock dividend distribution, increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of investors.
4、 Commitments of controlling shareholders, actual controllers, directors and senior managers of the company
Xia Jun, the controlling shareholder and actual controller of the company, made the following commitments on matters related to the diluted immediate return filling measures of this restructuring:
“1. Exercise shareholders’ rights in accordance with relevant laws, regulations and the articles of association, do not interfere with the company’s operation and management activities beyond their authority, and do not encroach on the interests of the company;
2. Earnestly implement the relevant measures for filling returns formulated by the company and any commitments made by me on filling returns. If I violate such 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;
3. From the date of issuance of this commitment to the completion of the company’s transaction, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these provisions of the CSRC, a supplementary commitment will be issued in accordance with the latest provisions of the CSRC at that time;
4. As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree to accept the relevant punishment or management measures imposed on me by the securities regulatory authorities such as the CSRC and Shenzhen Stock Exchange in accordance with the relevant regulations and rules formulated or issued by them.
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The directors and senior managers of the company made the following commitments on matters related to the diluted immediate return filling measures of the restructuring:
“1. I promise to faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the company;
2. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, and not to damage the interests of the company in other ways;
3. I promise to restrict my job consumption behavior;
4. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties;
5. I 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 compensation measures within my legal authority;
6. If the company plans to implement equity incentive in the future, I promise to link the exercise conditions of the company’s equity incentive to be announced with the implementation of the company’s filling return measures within my legal authority;
7. I promise to strictly fulfill the above commitments and ensure that the company’s compensation measures can be effectively implemented. If I violate my commitments or refuse to fulfill my commitments, I will perform corresponding obligations such as interpretation and apology in accordance with relevant regulations, and agree that China Securities Regulatory Commission, Shenzhen Stock Exchange and other securities regulatory authorities will impose relevant punishment measures or take relevant regulatory measures on me in accordance with relevant regulations and rules formulated or issued by them; If losses are caused to the company or shareholders, I am willing to bear the corresponding compensation liability according to law. “
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the analysis of the impact of the listed company on the dilution of the immediate return of the listed company in this transaction is reasonable, the Countermeasures for the dilution of the immediate return and the commitments of the relevant commitment subjects, Comply with the relevant provisions of 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 and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return, which is conducive to the protection of 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 China Securities Co.Ltd(601066) verification opinions on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) immediate return filling measures and commitments of diluted listed companies in this transaction)
Financial advisor sponsor:
Yan Mingqing Zeng Cheng
China Securities Co.Ltd(601066) mm / DD / yy
