Securities code: Fuda Alloy Material Co.Ltd(603045) securities abbreviation: Fuda Alloy Material Co.Ltd(603045) Announcement No.: 2022018 Fuda Alloy Material Co.Ltd(603045)
Announcement on restructuring diluted immediate return and its filling measures
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Fuda Alloy Material Co.Ltd(603045) (hereinafter referred to as "listed company" or "company") takes all assets and liabilities as disposed assets (hereinafter referred to as "proposed disposed assets") as of the benchmark date of appraisal, Replace the equivalent part of all shares of Cayman aluminum (Sanmenxia) Co., Ltd. (hereinafter referred to as "Sanmenxia aluminum" and "target company") held by Hangzhou Jinjiang Group Co., Ltd. (hereinafter referred to as "Jinjiang Group") as of the benchmark date, and transfer them to Hangzhou Jinjiang Group Co., Ltd., Hangzhou Zhengcai Holding Group Co., Ltd., Zhejiang HENGJIA Holding Co., Ltd Manchester United (Hangzhou) enterprise management partnership (limited partnership), Hangzhou Yande Industrial Co., Ltd., Shaanxi nonferrous Yulin New Material Group Co., Ltd., Gansu Dongxing Aluminum Co., Ltd., Hunan caixinjingzhi equity investment partnership (limited partnership), Xiamen Xiangyuan supply chain Co., Ltd., Henan Mingtai Al.Industrial Co.Ltd(601677) , Xinjiang Shenhuo Coal Power Co., Ltd., Xinjiang Jingqian equity investment limited partnership Qianhai equity investment fund (limited partnership), Hangzhou Jingbing enterprise management partnership (limited partnership), Luoyang Qianhai science and Innovation Development Fund (limited partnership), Zhongyuan Qianhai equity investment fund (limited partnership), Fuzhou Gulou District Strait Herong venture capital partnership (limited partnership) and Zhejiang kunheng Trading Co., Ltd. purchased the remaining equity of Sanmenxia aluminum industry after replacement by issuing shares to purchase assets, Meanwhile, supporting funds are raised (hereinafter referred to as "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) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) and other relevant provisions, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has carefully analyzed and calculated the impact of this transaction on the dilution of immediate return. Now the impact of this transaction on the company's main financial indicators is explained as follows:
Unless otherwise specified, the definitions of abbreviations or terms involved in this announcement are the same as those disclosed in the report on Fuda Alloy Material Co.Ltd(603045) major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions (Draft).
1、 The impact of this on the earnings per share of listed companies
According to the financial report of the listed company and the reference audit report of the listed company prepared according to the structure after the completion of 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 before this transaction; 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 and the first period have been thickened. It is expected that there is no dilution of the earnings per share of the listed company in the last year and the first period.
2、 Risk tips for diluting immediate return in this restructuring
After the completion of this transaction, the total share capital of the company will increase to a certain extent compared with that before the issuance. The underlying assets of this reorganization are expected to bring higher earnings to the company 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, And formulated the plan for shareholders' dividend return in the next three years (20202022).
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、 Commitments made by directors and senior managers of listed companies to ensure 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 the transaction, the controlling shareholders and actual controllers of the listed company made commitments on the dilutive immediate return filling measures for the restructuring
In order to ensure that the company's measures to fill the diluted immediate return can be effectively implemented, the controlling shareholder of the Listed Company Jinjiang Group, the actual controller Dou Zhenggang and the persons acting in concert made the following commitments after the transaction:
1. After the completion of this reorganization, I / the company / the enterprise will not interfere with the operation and management activities of the listed company beyond my authority and will not encroach on the interests of the listed company.
2. I / the company / the enterprise are aware of the possible legal consequences of the above commitments, and I / the company / the enterprise will bear individual and joint legal liabilities for the violation of the above commitments.
Fuda Alloy Material Co.Ltd(603045) board of directors April 1, 2022
