Ping An Securities Co., Ltd
Verification opinions on the diluted immediate return of Shanxi Coking Coal Energy Group Co.Ltd(000983) This transaction and the measures to fill the return
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “listed company”) plans to purchase 51% equity of Huajin Coking Coal Co., Ltd. (hereinafter referred to as “Huajin coking coal”) and 49% equity of Shanxi Huajin Mingzhu Coal Co., Ltd. (hereinafter referred to as “Mingzhu coal”) by issuing shares and paying cash, Meanwhile, supporting funds are raised (hereinafter referred to as “this transaction” and “this reorganization”).
Ping An Securities Co., Ltd. (hereinafter referred to as “Ping An Securities” or “the independent financial advisor”) is entrusted by the listed company to act as the independent financial advisor for this transaction.
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 laws, regulations and normative documents 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 (CSRC announcement [2015] No. 31), The independent financial advisor checked the impact of the transaction on the dilution of the immediate return of the listed company and the measures to fill the return. The details are as follows:
1、 Diluted immediate return of this restructuring
According to the financial data of the listed company in 2020 and January November 2021 and the review report for reference issued by Lixin Certified Public Accountants (Xin Hui Shi Bao Zi [2022] No. zk10007), the earnings per share of the listed company before and after this transaction are as follows (excluding the impact of raising supporting funds):
January November 2021 2020
Name of shareholder
Before and after trading (for reference) before and after trading (for reference)
Attributable to the parent company
The net profit of the owner is 443251.95 553418.35 195630.36 213987.52
(10000 yuan)
Basic earnings per share
(yuan / share) 1.08 1.09 0.48 0.42
Diluted earnings per share
(yuan / share) 1.08 1.09 0.48 0.42
After the completion of the transaction, the basic earnings per share of the listed company in 2020 decreased slightly, and the basic earnings per share of the listed company from January to November 2021 increased slightly compared with that before the transaction.
2、 The necessity and rationality of this restructuring and raising supporting funds
1. Integrate high-quality coal resources and enhance the strength of listed companies
The assets to be acquired in this transaction have rich coal resource reserves and high-quality coal product quality. Through this transaction, listed companies can realize the integration of high-quality coal resources and enhance the strength of listed companies.
2. Enhance the company’s capital strength and improve the company’s financial structure
By issuing shares and paying cash to purchase assets and raising supporting funds, the capital strength and net asset scale of listed companies can be greatly improved, and the company’s ability to resist risks can be greatly improved. At the same time, the repayment of bank loans through supporting raised funds can effectively improve the company’s financial structure, reduce financial pressure, reduce financial expenses and improve profitability.
3. Reduce horizontal competition and related party transactions
With the rapid development of the coal industry in recent years, the commissioning and completion of new mines and their supporting coal preparation plants, and the promotion of coal resource integration, some products of coking coal group and listed companies have been homogeneous, resulting in a certain degree of horizontal competition. As listed companies need to obtain the support of controlling shareholders and make full use of the advantages of large groups in material procurement, leasing of fixed assets, sales of some products and necessary business auxiliary services for listed companies, related party transactions are inevitable to a certain extent.
Through this reorganization, the target company will be injected into listed companies, included in the scope of merger of listed companies, promote the integration of coal resources, build a leading listed company in coking coal sector, reduce horizontal competition between listed companies and controlling shareholders, reduce related party transactions, help listed companies standardize their operations, protect the rights and interests of listed companies and their minority shareholders, and help release advanced production capacity, Enhance the industrial concentration, market voice, industry influence and core competitiveness of Listed Companies in coking coal sector.
3、 Measures taken by the listed company to prevent the dilution of immediate return and improve the ability of future return in this transaction
To safeguard the interests of investors and enhance the ability of return to shareholders, listed companies plan to take the following measures: 1. Further strengthen operation management and internal control and improve operation efficiency
After the completion of this transaction, the listed company will further improve the corporate governance system, management system and system construction, strengthen enterprise operation and management and internal control, improve the incentive and restraint mechanism, and improve the daily operation efficiency of the listed company. The company will comprehensively optimize the management process, reduce the company’s operating costs, better safeguard the overall interests of the company, and effectively control the operation and management risks of listed companies.
2. Accelerate the completion of the integration of target assets and improve the overall profitability
After the completion of this transaction, the listed company will accelerate the integration of the underlying assets, standardize the business, personnel, financial management and other aspects, improve the comprehensive strength of the listed company through the integration of resources, timely and efficiently complete the business plan of the underlying company, give full play to the synergy, enhance the profitability of the company and realize the expected benefits of the enterprise.
3. Further improve the profit distribution policy and strengthen the return mechanism for investors
After the completion of this transaction, on the basis of continuing to follow the relevant policies on profit distribution in the articles of association, the listed company will continue to implement sustainable, stable and active profit distribution policies in accordance with the relevant provisions of the CSRC, increase the transparency of the implementation of distribution policies, and give reasonable investment returns to shareholders on the premise of ensuring the sustainable development of the listed company, Better safeguard the interests of shareholders and investors of listed companies.
4. The commitment made by the controlling shareholders, directors and senior managers of the listed company that the measures of compensation and return of the listed company can be effectively fulfilled
In accordance with the relevant provisions of the CSRC, the controlling shareholders, directors and senior managers of the listed company make a commitment to ensure that the measures to fill the immediate return of the listed company can be effectively implemented.
Coking coal group, the controlling shareholder of the listed company, made the following statement and commitment:
“1. The promisor promises not to interfere with the operation and management activities of the listed company beyond his authority and not to encroach on the interests of the listed company; 2. The promisor promises not to use the assets of the listed company to engage in investment and consumption activities unrelated to the performance of his duties;
3. In case of violating the above commitments and causing losses to the listed company or investors, the promisor promises to bear corresponding legal liabilities according to law;
4. If the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) or Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”) have different requirements for the commitment of the promisor to ensure the effective implementation of the filling return measures for diluting the immediate return of this transaction, The promisor will voluntarily and unconditionally make commitments in accordance with the requirements of CSRC or Shenzhen Stock Exchange;
5. As one of the responsible subjects related to the filling return measures, the promisor promises to strictly fulfill the above commitments to ensure that the company’s filling return measures can be effectively implemented.
If the promisor violates the above commitments or refuses to fulfill the above commitments, the promisor agrees to impose relevant penalties or take relevant management measures on the promisor in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and the Shenzhen Stock Exchange. ” The directors and senior managers of the listed company make the following statements and commitments:
“1. I promise to faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the company and all shareholders; 2. I promise not to transfer interests to other units or individuals free of charge or under unfair conditions, nor 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 my performance of duties; 5. The remuneration shall be filled by the board of directors within the scope of the remuneration system formulated by the board of directors or promoted by the Executive Committee;
6. If the company plans to formulate and / or implement equity incentive policies in the future, I promise to link the exercise conditions of the company’s equity incentive to the implementation of the company’s filling return measures within my legal authority;
7. As one of the responsible subjects related to the filling return measures, I promise to strictly fulfill the above commitments to ensure that the company’s filling return measures can be effectively implemented. If I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant management measures on me in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and the Shenzhen Stock Exchange.
8. From the date of issuance of this commitment to the completion of this transaction, if China Securities Regulatory Commission (hereinafter referred to as “CSRC”) or Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) makes other new regulatory provisions on the commitment of filling return measures and relevant commitment subjects, and the above commitments cannot meet the provisions of the CSRC or SZSE, I promise that I will issue supplementary commitments in accordance with the latest regulations of the CSRC or the Shenzhen Stock Exchange. “
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
The analysis of the listed company on the possibility of diluting the immediate return in this restructuring is reasonable, and the proposed measures to fill the return are feasible. The directors, senior managers and controlling shareholders of the listed company have issued relevant commitments, which is in line with the 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 (CSRC announcement [2015] No. 31) are conducive to the protection of the legitimate rights and interests of small and medium-sized investors.
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