Huatai United Securities Co., Ltd
About Fuda Alloy Material Co.Ltd(603045)
Special verification opinions on diluted immediate return and filling measures of this restructuring
Huatai United Securities Co., Ltd. (hereinafter referred to as “the independent financial consultant”) is entrusted by Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as “the listed company”) to act as the independent financial consultant of the listed company for this major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “major asset restructuring”).
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return in major asset restructuring (CSRC announcement [2015] No. 31), Huatai United Securities The verification of preventive and remedial measures and related commitments is described as follows:
1、 The impact of this restructuring on the diluted earnings per share of the company in the current period
Through this transaction, Sanmenxia aluminum will become a wholly-owned subsidiary of the listed company. According to the audit report for reference (TJs [2022] No. 6-192) issued by Tianjian Certified Public Accountants (special general partnership) and the audit report on purchased assets (ZTY [2021] SZ No. 90544) issued by zhongtianyun Certified Public Accountants (special general partnership), the main financial data of the listed company before and after the completion of this transaction are compared as follows:
Unit: 10000 yuan
Financial indicators January September 2021 / September 30, 2021 / December 31, 2020
Pre transaction and post transaction rate of change
Total assets 21440219272629662117158% 19118338401112814199805%
Owner’s equity 853475167589744 691.94% 8233232115348192130101%
Operating income 22027416149283616 577.72% 23045504198924604 763.18%
Total profit 36286330848560840143% 43227314161807317613%
Attributable to the parent company
Net profit of shareholders of the company: 40885025731166619355% 4420389019517194044%
Financial indicators January September 2021 / September 30, 2021 / December 31, 2020
Pre transaction and post transaction rate of change
Basic earnings per share: 0.30 1.91 535.59% 0.33 0.67 102.54% (yuan / share)
Before this transaction, the basic earnings per share of the listed company in 2020 and January September 2021 were 0.33 yuan and 0.30 yuan respectively; After this transaction, the basic earnings per share of the listed company in 2020 and January September 2021 were 0.67 yuan and 1.91 yuan respectively. Therefore, after this transaction, the earnings per share of the listed company in the last year will be improved. It is expected that there is no dilution of the earnings per share of the listed company in the last year.
2、 Risk tips for diluting immediate return in this restructuring
After the completion of this transaction, the total share capital of the listed company will increase to a certain extent compared with that before the issuance. The underlying assets of this restructuring are expected to bring higher earnings to listed companies and help to improve the company’s earnings per share. However, if the target company acquired through this transaction cannot maintain its development momentum, or its profits decline, the immediate return indicators such as earnings per share and weighted average return on net assets of the listed company will face the risk of dilution.
3、 Measures taken by the company to prevent this restructuring from diluting the immediate return and improving the ability of future return
Although it is estimated that the immediate return will not be diluted in the year when the reorganization is completed, in order to safeguard the legitimate rights and interests of the company and all shareholders, if the immediate return of the listed company is diluted, the company plans to take the following filling measures to enhance the company’s sustainable profitability:
1. Strengthen the integration of business management and internal control to improve business efficiency
Listed companies will continue to strengthen business management and internal control, enhance the ability of value creation and risk control, improve and improve the enterprise operation system of steady operation and steady development, comprehensively and effectively control the company’s operation and control risks, and improve the company’s operation efficiency and profitability.
2. Strictly implement the profit distribution policy and strengthen the return mechanism for investors
In order to improve the company’s profit distribution policy, promote the company to establish a more scientific and reasonable profit distribution and decision-making mechanism, and better safeguard the interests of the company’s shareholders and investors, In accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC, and in combination with the actual situation of the company, the listed company has stipulated the decision-making mechanism and procedures of profit distribution policy in the articles of association,
After the completion of this reorganization, the listed company will strictly implement the 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 small and medium-sized shareholders, improve the dividend distribution policy, increase the transparency of the implementation of the distribution policy, and strengthen the protection mechanism for the rights and interests of small and medium-sized investors in combination with the actual situation of the listed company and the wishes of investors, Give investors a reasonable return.
Investors are reminded that the formulation of the above measures for filling returns does not guarantee the future profits of listed companies.
3. Improve the corporate governance structure
The company will strictly comply with the requirements 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 corporate governance, ensure that shareholders can fully exercise their rights, ensure the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors, ensure that listed companies make scientific decisions, implement effectively, supervise in place and operate efficiently, and safeguard the overall interests of the company, especially the legitimate rights and interests of small and medium-sized shareholders, Provide institutional guarantee for the development of the company.
4、 The commitment made by the directors and senior managers of listed companies that the company’s measures to fill the diluted immediate return can be effectively fulfilled
In order to ensure the effective implementation of the company’s measures to fill the diluted immediate return, the directors and senior managers of the listed company make the following commitments:
“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 assets of the listed company to engage in investment and consumption activities unrelated to their duties; 4. Commit to link the remuneration system formulated by the board of directors or the Remuneration Committee with the implementation of the listed company’s compensation measures;
5. If a listed company launches an equity incentive plan in the future, it promises that the exercise conditions of the equity incentive plan to be announced will be linked to the implementation of the listed company’s compensation and return measures;
6. From the date of issuance of this commitment to the completion of this transaction, if the CSRC makes clear provisions on the 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 provisions of the CSRC at that time;
7. I promise to earnestly fulfill the measures for compensation and return formulated by the listed company and any commitments I make about the measures for compensation and return. If I violate these commitments and cause losses to the listed company or investors, I am willing to bear the liability for compensation to the listed company or investors according to law;
8. I promise that as one of the responsible subjects related to filling return measures, 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 China Securities Regulatory Commission and Shanghai Stock Exchange. ” 5、 After this transaction, the controlling shareholders and actual controllers of the listed company made commitments on the dilutive immediate return filling measures for this restructuring
In order to ensure that the company’s measures to fill the diluted immediate return can be effectively implemented, the controlling shareholders of the Listed Company Jinjiang Group and the actual controllers Dou Zhenggang, Wei Xuefeng and Dou Baibing made the following commitments after the transaction:
“1. Promise to exercise shareholders’ rights in accordance with relevant laws, regulations and the articles of association, and promise 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.
2. Undertake to earnestly fulfill the relevant measures for filling returns formulated by the listed company and any commitments made by the company / myself on filling returns. If the company / myself violates these commitments and causes losses to the listed company or investors, the company / I is willing to bear the liability for compensation to the listed company or investors according to law.
3. From the date of issuance of this commitment to the completion of this transaction, if the CSRC makes new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the company / I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC. “
6、 Verification opinions of independent financial advisor
To sum up, 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 measures to fill the return proposed by the company are practical and feasible, which is in line with the ruogan 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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(there is no text on this page, which is the signature and seal page of the special verification opinions of Huatai United Securities Co., Ltd. on the diluted immediate return of Fuda Alloy Material Co.Ltd(603045) this restructuring and the filling measures) financial advisor sponsor:
Zhang Tao, Qiu Jie, Mengshan
Huatai United Securities Co., Ltd. (seal) (date)
