Citic Securities Company Limited(600030)
On Baoding Technology Co.Ltd(002552) the expected dilution of immediate return
Verification opinions on rationality, measures to fill in immediate return and relevant commitments
Baoding Technology Co.Ltd(002552) (hereinafter referred to as "listed company" or "company") intends to issue shares
Purchase of assets and raising of supporting funds and related party transactions (hereinafter referred to as "this transaction").
According to 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
Opinions of the State Council on further promoting the healthy development of the capital market (GBF [2013] No. 110)
Several opinions on IPO, refinancing and dilution of major asset restructuring (GF [2014] No. 17)
Guidance on matters related to immediate return (announcement [2015] No. 31 of China Securities Regulatory Commission), etc
According to relevant regulations, the impact of this transaction on the main financial indicators of the listed company and the relevant measures taken by the listed company are now summarized
The measures are described as follows:
1、 Diluted immediate return of this transaction
According to the examination preparation review report issued by zhongtianyun Certified Public Accountants (special general partnership) (Zhongtian)
Yun [2022] Yue Zi No. 90006), changes in the main financial indicators of the listed company before and after the completion of this transaction
As follows:
Unit: 10000 yuan
December 31, 2021 / 2021 December 31, 2020 / 2020
Pre transaction and post transaction rate of change
Total assets 783716850236980 541.01% 754257048712806 545.84%
Total liabilities 107205826593628238061% 84113128074558323772%
Attributable to the parent company
Ownership of the company 676511018482600 173.20% 670143916540236 146.82% profit
Net assets per share 2.21 4.52 104.52% 2.19 4.04 84.84% (yuan / share)
Operating income 353163735347787 900.89% 366673025389874 592.44%
Attributable to the parent company
636.71817397118379% 758.26110911 46.27% net profit of the owner of the company
Return on net assets: 0.94%, 4.42%, 369.90%, 1.13%, 0.67% - 40.74%
Basic earnings per share: 0.02 0.20 900.00% 0.02 0.03 50.00% (yuan / share)
Note 1: the financial data of Listed Companies in 2020 and 2021 have been audited; Financial data and of Listed Companies in 2021
The comparison data of the same period has been reviewed;
Note 2: return on net assets = net profit attributable to the owner of the parent company / owner's equity attributable to the parent company at the end of the period.
After the completion of this transaction, the total assets, net assets attributable to the parent, operating income and net profit attributable to the parent of the listed company in 2020 and 2021 have increased significantly compared with those before the transaction, and the profit indicators such as net assets per share and basic earnings per share have increased significantly. This transaction has effectively improved the profitability and sustainable profitability of listed companies.
2、 Risk tips of listed companies on diluting the immediate return of this transaction
After the completion of this transaction, the net asset scale of the company has increased significantly compared with that before. This transaction is expected to significantly improve the business scale and profitability of the company. However, if the company's operation is less than expected in the future, the company's earnings per share may face the risk of expanding losses. Draw investors' attention to relevant risks.
3、 Filling measures for diluting the immediate return of the listed company in this transaction
In order to prevent the risk of dilution of the company's immediate return caused by this transaction, the company will take the following measures to fill the impact of this transaction on the dilution of immediate return. The details are as follows:
1. Accelerate the completion of the integration of the underlying assets and strive to achieve the expected benefits of the underlying assets
After the completion of this transaction, the listed company will fully integrate the target company's corporate culture, R & D, procurement, marketing and comprehensive management business to maximize the scale effect. The listed company shall integrate the target assets, strive to ensure the control over the target assets, maintain the original market competition vitality of the target assets, effectively implement its own management system, financial system and internal control system to the target company, and fully realize the expected benefits of this transaction.
After the completion of this transaction, the listed company will speed up the integration of the target company in terms of business, assets, team and management according to the actual operation, so as to help the target company achieve the expected benefits.
2. Continuously improve corporate governance and provide institutional guarantee for the development of the company
The listed company has established and improved the corporate governance structure, standardized operation, improved the independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, set up an efficient and capable organizational functional mechanism suitable for the company's production and operation, and formulated corresponding post responsibilities. The responsibilities of various functional departments are clear and restrict each other. The company's organizational structure is reasonable and operates effectively. The rights and responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management are clear, check and balance each other and operate well, forming a set of reasonable, complete and effective corporate governance and operation management framework.
Listed companies will strictly abide by the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, constantly improve the governance structure, effectively protect the rights and interests of investors, especially small and medium-sized investors, and provide institutional guarantee for the development of the company.
3. Further strengthen operation management and internal control to improve the operation efficiency of the company
After the completion of this transaction, the listed company will further optimize the governance structure, strengthen internal control, improve and strengthen the investment decision-making procedures, make rational use of various financing tools and channels, control the capital cost, improve the efficiency of capital use, and ensure to meet the necessary capital needs of the company's daily operation and development, Pay attention to and effectively control the daily operation risk and capital risk of listed companies, and further improve the operation efficiency and profitability.
4. Improve the profit distribution policy and strengthen the return mechanism for investors
In order to further promote the company to establish a scientific, sustainable and stable dividend mechanism, enhance the transparency of cash dividends of listed companies, facilitate investors to form stable investment return expectations and protect the legitimate rights and interests of investors, listed companies will, in accordance with the company law and the notice on further implementing matters related to cash dividends of listed companies In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, as well as the articles of association and other relevant systems, strictly implement the current dividend policy, actively promote the profit distribution and cash dividends to the majority of shareholders when conditions are met, and improve the return level of shareholders. 3、 Commitments issued by relevant entities
1. In accordance with the relevant provisions of the CSRC, the directors and senior managers of the company make the following commitments to the effective implementation of the company's filling return measures:
"(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) Promise to restrict my job consumption behavior;
(3) Promise not to use the company's assets to engage in investment and consumption activities unrelated to my performance of duties;
(4) 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;
(5) Promise that when promoting the company's equity incentive (if any), the exercise conditions of equity incentive shall be linked to the implementation of the company's filling return measures;
(6) If the company violates the commitment or is willing to make compensation to the company for any loss caused by the breach of such commitment, and if the company is willing to make compensation to the investor in accordance with the law;
(7) After the CSRC and Shenzhen Stock Exchange separately issued the relevant opinions and Implementation Rules on the diluted immediate filling return measures and their commitments, if the relevant provisions of the company and the commitments of the promisor are inconsistent with these Provisions, the promisor promises to immediately issue supplementary commitments in accordance with the provisions of the CSRC and Shenzhen Stock exchange, and actively promote the company to make new provisions, To meet the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange.
As one of the subjects responsible for filling the return measures, if they violate the above commitments or refuse to fulfill the above commitments, the promisor agrees to punish the promisor or take relevant management measures in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and Shenzhen Stock Exchange. "
2. Shandong Zhaojin Group Co., Ltd., the controlling shareholder of the company, has made the following commitments on the effective implementation of the company's filling return measures in accordance with the relevant provisions of the CSRC:
"(\uf020) in order to ensure that the listed company's compensation and return measures can be effectively implemented, the company promises not to interfere with the operation and management activities of the listed company beyond its authority and not to encroach on the interests of the listed company. \uf020
(\uf032) before the completion of this transaction, if the CSRC and Shenzhen stock exchange make other regulatory provisions or requirements on filling in the immediate return measures and their commitments, and the above commitments of the company can not meet the regulatory provisions or requirements of the CSRC and Shenzhen Stock Exchange, the company promises to follow the regulations or requirements of the CSRC Such regulatory provisions or requirements of Shenzhen Stock Exchange require the issuance of supplementary commitments. \uf020
(\uf033) the company promises to earnestly fulfill the measures for filling the immediate return formulated by the listed company and the commitments made by the company for filling the immediate return. If the company fails to fulfill the above commitments, the company will publicly explain the specific reasons for the failure to fulfill the above commitments in the general meeting of shareholders of listed companies and newspapers designated by the CSRC, and apologize to the shareholders of listed companies and public investors. If the company violates the above commitments and causes losses to the listed companies or shareholders of listed companies, it will be liable for compensation according to law. " \uf020
4、 Verification opinions of independent financial advisor
To sum up, the independent financial adviser believes that the expected dilution of the immediate return of the listed company, the measures to fill the immediate return and the commitments of the relevant commitment subjects, It complies with the provisions of several opinions of the State Council on further promoting the healthy development of the capital market, 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, refinancing and dilution and immediate return of major asset restructuring, which is 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 Citic Securities Company Limited(600030) on the verification opinions of Baoding Technology Co.Ltd(002552) on the rationality of the expectation of dilution of immediate return, measures to fill in immediate return and relevant commitments)
Feng Xinzheng, Zhang Xin, Zhang Zihui Citic Securities Company Limited(600030) MM DD YY
