Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Verification opinions on diluted immediate return and filling measures of this transaction
Wuxi Hodgen Technology Co.Ltd(300279) (hereinafter referred to as "listed company" or " Wuxi Hodgen Technology Co.Ltd(300279) ") plans to purchase 31.08% of the total minority shareholders' equity of Wuxi Hejing Intelligent Technology Co., Ltd. (hereinafter referred to as "Hejing intelligent" or "target company") held by Anhui high tech investment new materials industry fund partnership (limited partnership), Huaibei growth small and medium-sized enterprise fund Co., Ltd. and Huaibei Shanda Construction Investment Co., Ltd, It plans to raise matching funds from no more than 35 investors by issuing shares to specific objects (hereinafter referred to as "this transaction").
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. acts as the independent financial advisor of Wuxi Hodgen Technology Co.Ltd(300279) this transaction, According to the opinions 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 several opinions on further promoting the healthy development of the capital market (GF [2014] No. 17) issued by the general office of the State Council 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) formulated and issued by the CSRC According to the relevant provisions of the, the impact of the diluted immediate return of this transaction, the filling measures and the verification of relevant commitments are described as follows: I. The diluted immediate return of this restructuring
According to the 2021 annual audit report of the listed company issued by Zhongxi Certified Public Accountants (special general partnership) (Zhongxi Caishen No. 2022s00505) and the reference review report issued by Zhongxi Certified Public Accountants on this transaction (Zhongxi teshen No. 2022t00287), the main financial data of the listed company before and after this transaction are compared as follows: unit: 10000 yuan
Project year 202112.312021
Actual preparation
Total assets 28922718
Shareholders' equity 894522911385829
Shareholders' equity attributable to the parent company 892373511364335
Operating income 20603675
Total profit 720093760693
Net profit attributable to owners of parent company 612750653350
Basic earnings per share (yuan / share) 0.1396 0.1411
Note 1: the calculation of basic earnings per share after the completion of the transaction is based on the share capital after the issuance of the purchased assets; Note 2: after the completion of this transaction, the net profit attributable to the owner of the parent company of the listed company will increase compared with that before the completion of the transaction. The reason is that the listed company, in combination with the relevant provisions on qualified exit and repurchase right in the capital increase agreement signed by the counterparty during the previous capital increase of the target company, applies strictly in accounting treatment according to the principle of prudence, and accounts the capital increase of the counterparty as financial liabilities, The interest on the use of funds shall be accrued according to the actual occupation time. In the pro forma statement, it is assumed that after the completion of this transaction, the capital increase amount of the counterparty will be transferred from financial liabilities to equity instruments, and the accrued interest on the use of funds will be offset accordingly, resulting in the increase of net profit attributable to the owner of the parent company and the increase of earnings per share.
2、 Measures for listed companies to fill diluted immediate return
After the completion of this transaction, as the previous capital increase of the target company by the counterparty originally treated according to financial liabilities will be recognized according to equity instruments, the accrued interest on the use of funds will be offset accordingly, resulting in an increase in the net profit attributable to the owner of the parent company and an increase in the income per share. However, after the completion of this transaction, the total share capital of the listed company will increase, and the growth rate of the net profit of the listed company may still be lower than that of the total share capital and net assets in the short term, resulting in the short-term dilution of earnings per share and return on net assets, resulting in the risk of dilution of earnings per share and return on net assets.
In order to prevent the risk of dilution of the company's immediate return caused by this transaction, the listed company will take the following measures to fill the impact of this transaction on the dilution of immediate return. The details are as follows:
(I) actively expand main business and improve profitability
After the completion of this transaction, Hejing intelligent will become a wholly-owned subsidiary of the listed company. The listed company will deeply integrate Hejing intelligent in terms of operation and management, corporate governance and internal control system, vigorously strengthen the position of Hejing intelligent in the owner and operator of intelligent manufacturing of the listed company, and promote the positive development of Hejing intelligent's intelligent controller business in terms of product process level, marketing channel and brand reputation construction, Continuously improve the market competitiveness of Hejing intelligence, so as to continuously improve the profitability and income level of listed companies.
(II) continuously improve the corporate governance mechanism and strengthen the ability of risk management
Listed companies 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 the exercise of shareholders' rights and the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors, safeguard the overall interests of listed companies, especially the legitimate rights and interests of minority shareholders, and provide institutional guarantee for the development of the company. At the same time, the company will continue to strengthen the construction of comprehensive risk management system, continuously improve its risk management ability in various risk fields, strengthen risk prevention and control in key fields, continue to do a good job in risk identification, measurement, monitoring, disposal and reporting in key fields, and comprehensively strengthen the company's risk management ability.
(III) strictly implement the profit distribution policy and strengthen the return mechanism for investors
The listed company has clarified the profit distribution policy and cash dividend and other provisions in the articles of association in accordance with the notice on further implementing the matters related to cash dividend of listed companies and the regulatory guidelines for listed companies No. 3 - cash dividend of listed companies and other relevant laws and regulations. After the completion of this transaction, the company will continue to strictly implement the current dividend policy, actively promote the profit distribution to shareholders and strive to improve the return to shareholders when meeting the profit distribution conditions.
3、 Commitment of controlling shareholders, directors and senior managers of the company
(I) commitment of controlling shareholders
The commitments of Jingzhou Huihe equity investment partnership (limited partnership), the controlling shareholder of the listed company, on measures to fill the diluted immediate return are as follows:
"1. The enterprise 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. 2. From the date of issuance of this commitment to the completion of this transaction, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the relevant contents of this commitment cannot meet the provisions of the China Securities Regulatory Commission, the enterprise promises to follow the China Securities Regulatory Commission at that time The Securities Regulatory Commission shall issue supplementary commitments in accordance with the latest provisions of the Securities Regulatory Commission.
3. If the enterprise violates the above commitments and causes losses to the listed company or shareholders of the listed company, the enterprise will be liable for compensation according to law. "
(II) commitment of directors and senior managers
The commitments of the directors and senior managers of the listed company on the relevant measures to fill the diluted immediate return are as follows: "1. I promise not to transfer interests to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the listed company in other ways.
2. I promise to restrict my job consumption behavior.
3. I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to my performance of duties.
4. Within the scope of my legal authority, promote the connection between the salary system formulated by the board of directors or the salary and assessment committee and the implementation of the filling return measures of the listed company.
5. In the future, if a listed company implements an equity incentive plan, within its legal authority, the exercise conditions set in the equity incentive plan to be announced will be linked to the implementation of the filling return measures of the listed company.
6. From the date of issuance of this commitment to the completion of this transaction, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the relevant contents of this commitment cannot meet the provisions of the China Securities Regulatory Commission, I promise to issue supplementary commitments in accordance with the latest provisions of the China Securities Regulatory Commission at that time.
7. If I violate the above commitments and cause losses to the listed company or shareholders of the listed company, I will be liable for compensation according to law. "
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the analysis of the impact of the listed company on the diluted immediate return of this transaction is reasonable, and the Countermeasures for the diluted immediate return and the commitments of relevant commitment subjects are in line with the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market The relevant provisions of the opinions on further promoting the healthy development of the capital market and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return are conducive to protecting the legitimate rights and interests of small and medium-sized investors. (no text below)
(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the diluted immediate return and filling measures of this transaction) financial advisor sponsor:
Zhao Guanqun, Wang Yuhui
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. May 18, 2022
