Citic Securities Company Limited(600030)
about
Enn Natural Gas Co.Ltd(600803)
The reasonableness of the expected dilution of the immediate return, the measures to fill the immediate return and the relevant commitments
Verification opinions
Independent financial advisor
April, 2002
Purchase 90% equity of ENN (Zhoushan) LNG Co., Ltd. by issuing shares and paying cash (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) According to the 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 of major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), the impact of this transaction on the main financial indicators of listed companies and the relevant measures taken by listed companies are described as follows:
1、 The impact of this transaction on the financial indicators of earnings per share of listed companies
According to the financial data of the listed company, the company's audit report and reference review report issued by Zhongxi Certified Public Accountants (special general partnership), the main financial data of the company before and after the acquisition are compared as follows:
Unit: 10000 yuan
December 31, 2021 / year 2021 December 31, 2020 / year 2020 project post transaction
Pre transaction (pro forma) pre transaction (pro forma)
Total assets 12793392133680161095238511604209
Total owner's equity attributable to the parent company: 14833221183759813229515632
Operating income 115919631157886388098731402
Total profit 1346645141939610434651076773
Net profit 10530451114729783307809284
Net profit attributable to owners of the parent company 410165465491210696232942
Basic earnings per share (yuan) 1.46 1.52 0.82 0.82
After the completion of this transaction, the asset quality, profitability and sustainable operation ability of the listed company will be improved, which is conducive to protecting the interests of all shareholders, especially small and medium-sized shareholders.
2、 Necessity and rationality of this transaction
(I) optimize the integrated layout of the company's industrial chain and build a new ecosystem of clean energy
Zhoushan terminal under ENN Zhoushan is the first large-scale LNG terminal approved by the national energy administration and invested, constructed and managed by private enterprises. It integrates multiple businesses and functions such as LNG unloading and storage, gas-liquid export, distribution and transfer, LNG ship filling, emergency peak shaving and so on. It is of great significance for the acquisition of upstream gas source of listed companies.
Before this transaction, the listed company established the strategic positioning of "natural gas industry intelligent ecological operator" through the reorganization of ENN energy, and the layout of the whole natural gas industry chain was gradually formed. After the completion of this transaction, ENN Zhoushan will become the holding subsidiary of the listed company, and the listed company will be able to give more flexible play to the fulcrum role of Zhoushan terminal, which is conducive to the listed company to further obtain high-quality resources in the upstream, give full play to the receiving, storage and transportation capacity in the midstream, and further improve the natural gas distribution capacity and comprehensive energy service capacity in the downstream; At the same time, increase the collaborative cooperation between upstream, middle and downstream, make use of the regulatory role of midstream storage and transportation in the industrial chain for efficient empowerment, and carry out integration and coordination in business model expansion, business information sharing and operation cost reduction, so as to further consolidate and enhance the company's leading position in the natural gas industry, improve comprehensive benefits and build a new ecosystem of clean energy.
(II) the pool is conducive to the formation of diversified and competitive business models
Zhoushan terminal is located in the core of one of the most economically developed coastal areas in China, close to the Yangtze River Estuary. LNG supply can directly cover the whole East China and provinces and cities along the Yangtze River. It is one of the 22 LNG terminals in operation in China. After the completion of this transaction, the listed company can form a coastal LNG import channel covering North China, East China and South China through ecological cooperation such as window exchange, so as to build Zhoushan terminal into an important platform for the global allocation capacity of LNG resources, so as to realize the dynamic adjustment of the length, medium and short of overseas LNG resource procurement and form a more stable and competitive resource pool.
In addition, after the completion of this transaction, Enn Natural Gas Co.Ltd(600803) integrated operation efficiency will be significantly improved, and the operation value of the whole scene will be further released. Listed companies can carry out window trading, tank capacity leasing, LNG ship filling, offshore bonded warehouse, LNG tank container sea land intermodal transport and other new businesses through Zhoushan terminal, which will also provide more possibilities for innovative, flexible and diversified international natural gas trade and realize the internationalization of natural gas trade.
(III) improve profitability and reduce related party transactions
Through this transaction, the listed company will place LNG terminal assets with high synergy, which is of great significance to the integrated development of Enn Natural Gas Co.Ltd(600803) upstream, middle and downstream, and is conducive to further improving the operating capacity and profitability of the listed company.
According to the audited 2021 financial statements and the reviewed pro forma financial statements of the listed company, the asset scale, net profit and earnings per share of the listed company have increased to a certain extent after this transaction.
The phase I project of Zhoushan terminal was successfully put into operation in 2018, and the phase II project was completed and put into trial operation in June 2021. After the completion of construction, the total annual processing capacity of phase I and phase II projects is 5 million tons; According to the measures for capacity verification of LNG terminal (SY / T 74342018) issued by the National Energy Administration in October 2018 and the capacity verification report of ENN Zhoushan LNG terminal issued by China International Engineering Consulting Co., Ltd., the total annual actual processing capacity of phase I and phase II projects is 7.5 million tons. In 2021, Enn Natural Gas Co.Ltd(600803) accepted the service of the terminal, and the amount of related party transactions was 1.235 billion yuan. Through this transaction, ENN Zhoushan was included in the scope of merger of listed companies, which is conducive to reducing related party transactions between each other, standardizing the operation of listed companies and protecting the rights and interests of listed companies and their minority shareholders.
(IV) respond to the national green and low-carbon development strategy and contribute to the security of clean energy supply
In 2017, Xi Jinping General Secretary pointed out in the report of the 19th CPC National Congress that we must establish and practice the concept of "green water and green mountains are golden mountains and silver mountains", and adhere to the basic national policy of saving resources and protecting the environment. In 2020, China further proposed to achieve the goal of "carbon peaking" by 2030 and "carbon neutralization" by 2060.
Before this transaction, Enn Natural Gas Co.Ltd(600803) actively responded to the national green and low-carbon development strategy, actively assumed and fulfilled social responsibilities in dealing with climate change and environmental protection, carried out all-round and multi-dimensional practice, reduced the impact of production, operation and services on the environment, continuously increased the use proportion of renewable energy in the comprehensive energy business scenario, and made contributions to building a green ecology. Through this transaction, Enn Natural Gas Co.Ltd(600803) and ENN Zhoushan can better strengthen coordination and cooperation, further implement the green development strategy, give play to the advantages of integration, optimize the energy supply structure, make every effort to improve the ability to meet the peak in summer and winter, and help achieve the security of clean energy supply and the goal of "double carbon".
3、 Measures to be taken by the company to prevent this transaction from diluting the current earnings per share
After the completion of this transaction, Xinao Tianjin, a wholly-owned subsidiary of the listed company, directly holds 90% equity of the target company, and the overall net profit level of the listed company will increase. However, because this transaction also involves the listed company issuing shares and paying cash to purchase assets to ENN technology, ENN group and ENN holdings, the total share capital of the listed company will also increase. According to the reference review report of this transaction, after the completion of this transaction, the basic earnings per share of the listed company in 2020 and 2021 will not be diluted. However, if the future performance of listed companies is affected by macro environment, competitive environment and other factors, resulting in less than expected operating benefits, the earnings per share of listed companies may still be diluted. In order to deal with the risk that this transaction may lead to the dilution of earnings per share of the listed company, the listed company has formulated measures to fill the return according to its own business characteristics, as follows:
(I) effectively integrate the target company and give full play to the synergy
After the completion of this transaction, ENN Zhoushan will become the holding subsidiary of the listed company, and the listed company will give more flexible play to the fulcrum role of Zhoushan terminal, which is conducive to the listed company to further obtain high-quality resources in the upstream, give full play to the receiving, storage and transportation capacity in the midstream, and further improve the natural gas distribution capacity and comprehensive energy service capacity in the downstream; At the same time, increase the collaborative cooperation between upstream, middle and downstream, make use of the regulatory role of midstream storage and transportation in the industrial chain for efficient empowerment, and carry out integration and coordination in business model expansion, business information sharing and operation cost reduction, so as to further consolidate and enhance the company's leading position in the natural gas industry, improve comprehensive benefits and build a new ecosystem of clean energy. Listed companies and target companies are highly collaborative and complementary in business areas, which can effectively integrate target companies and give full play to synergy.
(II) improve the profit distribution policy and strengthen the return mechanism for investors
After the completion of this transaction, the company will continue to implement a sustainable, stable and positive profit distribution policy in accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of Association, and widely listen to the opinions and suggestions of investors, especially independent directors and minority shareholders, in combination with the actual situation of the company, Strengthen the return to investors, improve the profit distribution policy and safeguard the interests of all shareholders.
(III) improve the corporate governance structure and improve the operating efficiency of the company
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、 Commitment of directors and senior managers of the company to earnestly implement the measures to dilute the current earnings per share
In order to effectively optimize the return on investment, safeguard the legitimate rights and interests of investors and ensure that the measures of filling return of the listed company can be effectively implemented, the directors and senior managers of the listed company hereby make the following commitments:
"1. 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;
2. I promise to restrict my job consumption behavior;
3. I promise not to use the company's assets to engage in investment and consumption activities unrelated to my performance of duties;
4. I promise that the salary system formulated by the board of directors or the salary and assessment committee of the company will be linked to the implementation of the company's filling and return measures;
5. I promise that if the company plans to implement the equity incentive plan in the future, the exercise conditions of the equity incentive plan will be linked to the implementation of the company's filling return measures;
6. From the date of issuance of this commitment to the completion of the company's transaction, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the China Securities Regulatory Commission, I promise to abide by the latest provisions and relevant requirements of the China Securities Regulatory Commission at that time;
7. If I violate the above commitments and cause losses to the company or shareholders, I will be liable for compensation according to law. " 5、 Commitment of the controlling shareholder and actual controller of the company on the effective implementation of the filling measures for diluting the current earnings per share. In order to effectively optimize the investment return, safeguard the legitimate rights and interests of investors and ensure that the filling return measures of the listed company for this transaction can be effectively implemented, the controlling shareholder and actual controller of the listed company hereby make the following commitments:
"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 and the person acting in concert / me on filling returns. If the company and the person acting in concert / me violate these commitments and cause losses to the listed company or investors, the company and the person acting in concert / me are 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 and the person acting in concert / I promise to abide by the latest regulations of the CSRC at that time
