Everbright Securities Company Limited(601788)
About Wuxi Dk Electronic Materials Co.Ltd(300842)
Issue shares to purchase assets and raise matching funds and related party transactions
Verification opinions on diluting the immediate return and taking filling measures
Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as " Wuxi Dk Electronic Materials Co.Ltd(300842) ," listed company "and" company ") intends to purchase 100% equity of Jiangsu SOTE Electronic Materials Co., Ltd. by issuing shares and raise supporting funds. The independent financial advisor of this transaction is Everbright Securities Company Limited(601788) (hereinafter referred to as " Everbright Securities Company Limited(601788) " and "the independent financial advisor").
In order to implement 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 spirit and requirements of the 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 the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) are to ensure that the measures taken by listed companies to fill in the diluted immediate return can be effectively implemented, protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, Wuxi Dk Electronic Materials Co.Ltd(300842) made a careful analysis of the impact of this transaction on the dilution of immediate return and formulated measures to fill in the return. The independent financial consultant issued the following verification opinions on whether to dilute the immediate return after the completion of this transaction and the measures to be taken by the company:
1、 The impact of diluted immediate return of this transaction on the financial indicators of earnings per share of listed companies
According to the historical financial reports of listed companies and the pro forma consolidated financial statements of listed companies reviewed by zhongtianyun, the comparison of relevant financial indicators before and after this transaction is as follows:
Unit: 10000 yuan
December 31, 2021 / 2021 December 31, 2020 / 2020
Project post transaction
Pre transaction (pro forma) change rate pre transaction (pro forma) change rate
Operating income 281445 Zhejiang Goldensea Hi-Tech Co.Ltd(603311) 5951 17.66% 1581544622 Guangdong Huafeng New Energy Technology Co.Ltd(002806) 39.12%
Operating profit 913292448240 - 50.92% 8923041482535 66.15%
Total profit 1006130520664 - 48.25% 94 Sunwave Communications Co.Ltd(002115) 30252 62.79%
Net profit 939357419339 - 55.36% 8208651304284 58.89%
Attributable to the parent company
The net profit of the owner of the company is 939357419339 - 55.36%, 8208651304284, and 58.89% belongs to the parent company
931922121398138 129.61% 834590219817567 137.45% owner's equity of shareholders of the company
Basic earnings per share: 0.94 0.32 - 65.96% 0.94 1.13 20.21% (yuan)
This transaction is a horizontal merger and acquisition between the same industry. The listed company and the target company have significant synergy in R & D, patents, products, brands, markets, management and other aspects. After the completion of this acquisition, it will help to improve the core competitiveness and sustainable profitability of Listed Companies in the long run. However, in the short term or due to the impact of business integration, new depreciation and amortization, industrial policies, industry cycle and other factors, the basic earnings per share will be diluted due to this reorganization.
2、 Risk tips for diluting the immediate return of this transaction and measures to fill the return
In the year of implementation of this transaction, if the immediate return of the listed company is diluted, the following filling measures are proposed to be taken to enhance the sustainable return ability of the listed company. However, the formulation of the following filling return measures does not represent a commitment or guarantee for the future profits of the listed company:
(I) strengthen operation and management and improve the operation efficiency of the company
At present, the listed company has formulated a relatively perfect and sound internal control system and management system to ensure the normal and orderly operation of various business activities of the listed company. In the next few years, the listed company will further improve the operation and management level, improve and strengthen the investment decision-making procedures, strictly control various costs and expenses of the company, strengthen cost management, optimize the budget management process and strengthen implementation supervision, Comprehensively and effectively improve the operating efficiency of the company. (II) improve the corporate governance structure and internal control system
Before this transaction, the listed company has continuously optimized the corporate governance structure, improved and implemented the company's internal control system and standardized the company's operation in accordance with the company law, the guidelines for the governance of listed companies, the basic norms of enterprise internal control and other laws and regulations, as well as the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on corporate governance. After the completion of this transaction, the company will further improve its governance structure, establish and improve the independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and strive to form a set of corporate governance and operation framework with reasonable setting, effective operation, clear rights and responsibilities and good operation.
Listed companies will continue to expand their main business and accelerate the integration with the advantages of the target company in technology, products, brands and customers. With the accumulated R & D strength and advantageous position of each other, we can achieve effective coordination with listed companies and improve the profitability of the company.
(IV) improve the profit distribution policy and strengthen the return mechanism for investors
The articles of association of listed companies clearly stipulate the principle, form, proportion and decision-making mechanism of profit distribution. On the basis of continuing to comply with the relevant provisions of the articles of association on profit distribution, the listed company will widely listen to the opinions and suggestions of relevant parties, especially independent directors and minority shareholders, in accordance with 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 relevant provisions of the CSRC, and in combination with the actual situation of the listed company, Continuously improve the profit distribution policy, increase the transparency of the implementation of the distribution policy, safeguard the interests of all shareholders, give consideration to the reasonable return on investment to shareholders on the premise of ensuring the sustainable development of listed companies, and better safeguard the interests of shareholders and investors of listed companies.
3、 Commitments of relevant entities on the measures to fill the diluted immediate return in this restructuring
(I) commitments issued by the controlling shareholder and actual controller of the company
The controlling shareholder and actual controller of the listed company make the following commitments:
1. Do not interfere with the operation and management activities of listed companies beyond their authority.
2. Will not encroach on the interests of listed companies.
3. From the issuance date of this letter of commitment to the completion of the implementation of the listed company's issuance of shares to purchase assets and raise supporting funds, if the CSRC makes other new regulatory provisions on 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 latest provisions of the CSRC at that time.
4. I promise to earnestly fulfill the relevant measures for filling and return formulated by the listed company and any commitments I make about filling and return measures. 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.
If the above commitments are inconsistent with the explicit provisions of the CSRC on filling return measures and commitments or fail to meet the relevant provisions, the promisor will make corresponding adjustments in accordance with the latest provisions and regulatory requirements of the CSRC. In case of violation or refusal to fulfill the above commitments, the promisor is willing to bear the corresponding compensation liability in accordance with the relevant provisions and rules of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
(II) commitment of the directors and senior managers of the company on the measures to fill the diluted immediate return of this reorganization. The directors and senior managers of the listed company make the following commitments on filling the diluted immediate return of this issuance: 1. I promise to faithfully and diligently perform my duties and protect the legitimate rights and interests of the listed company and all shareholders. 2. I promise not to transfer benefits 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 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 filling and return measures within the scope of my responsibilities and legal authority.
6. If the company subsequently launches the company's equity incentive policy, the exercise conditions of the company's equity incentive to be announced will be linked to the implementation of the company's filling return measures.
7. From the issuance date of this letter of commitment to the completion of the implementation of the company's issuance of shares to purchase assets and raise supporting funds, if the CSRC makes other new regulatory provisions on 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 latest provisions of the CSRC at that time.
8. I promise to earnestly fulfill the company's compensation measures and any commitments I make about compensation measures. If I violate these 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.
If the above commitments are inconsistent with the explicit provisions of the CSRC on filling return measures and commitments or fail to meet the relevant provisions, I will make corresponding adjustments in accordance with the latest provisions and regulatory requirements of the CSRC. If I violate or refuse to fulfill the above commitments, I am willing to bear corresponding responsibilities in accordance with the relevant provisions and rules of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
4、 The impact of this transaction on the financial security of listed companies
According to the historical financial reports of listed companies and the pro forma consolidated financial statements of listed companies reviewed by zhongtianyun, the asset liability ratio, current ratio and quick ratio of listed companies before and after this transaction are as follows:
December 31, 2021 December 31, 2020
Actual number of candidates actual number of candidates
Asset liability ratio 58.86%, 39.21%, 48.44%, 51.51%
Current ratio 1.55 1.71 1.91 1.40
Quick ratio 1.23 1.27 1.65 1.24
After the completion of this transaction, the asset scale of the listed company has been improved due to the injection of the target company, the asset liability ratio has been optimized, and the anti risk ability has been further enhanced.
5、 Procedures for consideration of filling measures and relevant commitments for diluting the immediate return of this transaction
The analysis of the diluted immediate return of this transaction, the measures to fill in the return and the commitments of relevant commitment subjects by the board of directors of the company have been at the sixth meeting of the second board of directors and the tenth meeting of the second board of directors of the company, which need to be submitted to the general meeting of shareholders of the company for deliberation.
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the listed company has diluted the immediate return due to this transaction, and the preventive measures formulated by the listed company and the measures to fill in the immediate return that may be diluted are positive and effective. The actual controllers, directors and senior managers of the company have issued relevant commitments, which are in line with the spirit of protecting small and medium-sized investors in 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 (Guo Ban Fa [2013] No. 110) and several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17), Comply with the provisions of the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other documents of the CSRC.
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(there is no text on this page, which is the signature and seal page of Everbright Securities Company Limited(601788) opinions on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising matching funds and diluting the immediate return of related party transactions and taking filling measures)
Financial advisor sponsor:
Chen Shuting, Lin Jianyun
Everbright Securities Company Limited(601788) mm / DD / yyyy
