Huatai United Securities Co., Ltd
Verification opinions on the impact of Sichuan Development Lomon Co.Ltd(002312) issuing shares to purchase assets on diluted immediate return and the measures taken by the company
Sichuan Development Lomon Co.Ltd(002312) (" Sichuan Development Lomon Co.Ltd(002312) " or "listed company") intends to issue shares to Sichuan Development Mining Group Co., Ltd. (hereinafter referred to as "Sichuan development mining") Sichuan Salt Industry Corporation (hereinafter referred to as "Sichuan salt industry") purchased 100% equity of Sichuan development Tianrui Mining Co., Ltd. (hereinafter referred to as "Tianrui mining" or "target company") jointly held by it (hereinafter referred to as "this transaction").
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "independent financial adviser") is the independent financial adviser of this transaction. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The requirements of laws, regulations and normative documents 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 IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The independent financial advisor checked the impact of the transaction on the dilution of the immediate return of the listed company and the measures to fill the return. The details are as follows:
1、 Impact of this transaction on earnings per share of listed companies
Through this transaction, the target company will become a wholly-owned subsidiary of the listed company. According to the review report on Sichuan Development Lomon Co.Ltd(002312) preparation for examination (Chuan Hua Xin Shen (2022) No. 0079) issued by Sichuan Huaxin (Group) Certified Public Accountants (special general partnership), the earnings per share of the listed company after preparation for examination has decreased compared with that before the preparation for examination, and the transaction will dilute the immediate return. If the future profitability of the target company is less than expected, the immediate return indicators such as earnings per share of the listed company will face the risk of continuous dilution.
2、 Necessity and rationality of this transaction
(I) realize the optimal allocation of mining enterprise resources through M & A
In recent years, various national ministries and commissions have issued a series of policies in promoting the optimal allocation of mineral resources. In October 2009, the Ministry of land and resources issued the notice on further promoting the development and integration of mineral resources (gtzf [2009] No. 141), proposing to reasonably determine the integration subject and encourage advantageous enterprises to participate in the integration. Encourage advantageous enterprises to make full use of their advantages in capital, technology and management, use market methods, implement integration, and cultivate and expand leading mining enterprises. Encourage powerful enterprises to break through the restrictions of regional and ownership, restructure mining enterprises in various ways, realize large-scale development, further improve industrial concentration and enhance industrial competitiveness.
In March 2014, the State Council issued the opinions on further optimizing the market environment for enterprise merger and reorganization (GF [2014] No. 14), emphasizing that merger and reorganization is an effective measure for enterprises to strengthen resource integration, achieve rapid development and improve competitiveness, and an important way to resolve the spear of serious overcapacity, adjust and optimize industrial structure and improve development quality and efficiency. At the same time, it is clearly proposed to cancel and delegate some approval items, simplify approval procedures, optimize credit and financing services, improve fiscal and taxation, land and employee resettlement policies conducive to M & A, and vigorously support enterprises to expand and strengthen rapidly through M & A.
In July 2015, the Ministry of industry and information technology issued the guiding opinions on promoting the transformation and development of the chemical fertilizer industry (gxb yuan [2015] No. 251), encouraging and guiding the merger and reorganization of enterprises in the chemical fertilizer industry, forming an industrial system integrating upstream and downstream, establishing a large comprehensive enterprise group company integrating multiple industries, and realizing the diversified development of enterprises through market-oriented integration.
A series of documents issued by the state support resource enterprises to become bigger and stronger through M & A, eliminate backward production capacity and realize the optimal allocation of resources.
(II) it is conducive to the implementation of the development strategy of mineralization integration of listed companies and continuously improve the phosphorus chemical industry chain
Phosphate rock is scarce, non renewable and rigid in demand. In terms of demand, the global population growth, the increasing demand for food and the development of biological alternative energy determine that the global demand for phosphate fertilizer is in a steady growth channel; In terms of supply, countries restrict the mining and export of phosphate rock. China has less rich and more lean phosphate rock, and the amount available for mining is decreasing day by day. China's basic reserves and mining volume of phosphate rock are unbalanced, and the output of phosphate rock has shown a downward trend in recent years. In 2016, China issued the national mineral resources plan (2016-2020), which included 24 kinds of mineral resources such as oil and natural gas into the strategic mineral catalog, including phosphate rock. In terms of mining cost, the reduction of rich ore, low ore recovery rate, rising labor cost and energy price, and the increase of land acquisition cost and long-distance transportation distance of new mines have greatly increased the cost of phosphate rock.
The company has phosphate rock resources and advanced phosphate rock mining and processing production technology. At present, Baizhu phosphate rock in Xiangyang base has been put into formal production. The produced phosphate rock is mainly used for production, while all the phosphate rock required by Mianzhu base is purchased. At present, Tianrui mining has obtained the mining license corresponding to phosphate rock with an approved production scale of 2.5 million tons / year. The acquisition of Tianrui mining will help to improve the company's phosphorus chemical industry chain and comply with the company's development strategy of integrating mineralization.
(III) this transaction is conducive to ensuring the business independence of the listed company, reducing related party transactions and standardizing potential horizontal competition
Tianrui mining, a subsidiary of Chuanfa mining, the controlling shareholder of the listed company, and Sichuan longmang Phosphorus Chemical Co., Ltd. (hereinafter referred to as "longmang phosphorus chemical"), a wholly-owned subsidiary of the listed company, are upstream and downstream of the industry. Tianrui mining is the main supplier of phosphorus ore, the main raw material of longmang phosphorus chemical. According to the stock listing rules of Shenzhen Stock Exchange, The transaction between longmang phosphorus chemical, a subsidiary of the listed company, and Tianrui mining, a subsidiary of Chuanfa mining, constitutes a related party transaction.
After the completion of this transaction, the target company Tianrui mining will be included in the consolidation scope of listed companies, and the related party transactions between the listed company and the target company will be offset as internal transactions within the scope of consolidated statements. Therefore, this transaction will reduce the previous related party transactions between the listed company and the target company and ensure the independence of the listed company. In the previous non-public offering, Chuanfa mining promised that if its business overlaps with that of the listed company due to the business development of Chuanfa mining and its subordinate enterprises or listed companies, which may constitute competition, it agreed that the listed company would give priority to the acquisition of the assets or equity involved in such business under the same conditions, To avoid horizontal competition with the business of listed companies. At present, the main business of the listed company is phosphorus chemical business, which belongs to the upstream and downstream relationship of the industrial chain with the target company, and there is no horizontal competition relationship. However, if the capacity of phosphate mining and beneficiation business of the listed company increases in the future, exceeds the demand of its phosphorus chemical business, and will sell phosphate rock products, there will be a potential horizontal competition relationship between the two sides. Therefore, the listed company's acquisition of 100% equity of Tianrui mining through this transaction is conducive to the controlling shareholders to fulfill their previous commitments and standardize potential horizontal competition.
3、 Measures taken by the listed company to dilute the immediate return and improve the ability of future return in this transaction
In order to prevent the risk of diluting the immediate earnings per share, the listed company plans to take the following filling measures to enhance the listed company's sustainable return ability:
(I) promote the company's development strategy, based on the phosphorus chemical industry, and continuously improve the company's competitiveness
Focusing on the field of fine phosphate, the listed company takes industrial grade monoammonium phosphate and feed grade dicalcium phosphate with leading market share in China as the core products, and produces fertilizer grade phosphate and compound fertilizer through the mode of "combination of fertilizer and salt and cascade development", so as to maximize the benefits of fine phosphate and fertilizer phosphate.
Under the business guiding ideology of "scarce resources + technological innovation", the listed company will continue to actively promote the industrial upgrading of phosphorus chemical business, further optimize the product structure, expand the range of fine phosphate products and improve the company's market share in the subdivided field of fine phosphate. Specific measures include: on the one hand, the current core product of listed companies, industrial grade monoammonium phosphate, will further consolidate the leading position in the industry, feed grade dicalcium phosphate will continue to maintain the leading position in the industry, and the fertilizer grade monoammonium phosphate and compound fertilizer supporting the cascade development of fine phosphate will continue to maintain the growth trend; Meanwhile, actively promote the implementation of iron phosphate and lithium iron phosphate new material projects. At present, the listed company has signed the industrial project investment framework agreement with zekou sub district office of Qianjiang City and the investment framework agreement with the Management Committee of Panzhihua vanadium titanium high tech Industrial Development Zone.
After the completion of this transaction, the listed company will obtain high-quality and scarce phosphate rock resources in Sichuan Province, ensure the stability of the supply of important raw materials for the main phosphorus chemical business of the listed company, ensure the production of phosphorus chemical products of the listed company, and help it further build core competitive barriers.
(II) effectively integrate the target company and give full play to the synergy
Tianrui mining, the subject asset of this transaction, is mainly engaged in the mining and sales of phosphate rock and is the main raw material supplier of the listed company. The listed company plans to take the following measures to accelerate the integration of the target company and give full play to the synergy between the two sides:
1. Trusteeship of Tianrui Mining: the listed company has many years of experience in phosphate rock mining and phosphate rock washing, and has reserved a large number of experienced phosphate rock mining and washing managers. In order to give full play to the advantages of the listed company in the above aspects, the listed company and Chuanfa mining will promote the daily production of Tianrui mining by the listed company before the transfer of ownership of the subject company of this transaction Trusteeship of management rights related to technical transformation and expansion, safety and environmental protection;
2. Key technical transformation support: longmang Dadi Agriculture Co., Ltd., a subsidiary of the listed company, has mined large phosphate rocks such as Hongxing phosphate rock, banpengzi phosphate rock and Baizhu phosphate rock before and after, and has accumulated rich phosphate rock mining and washing technology. At present, the target company is actively promoting the technical transformation of filling mining method. The relevant personnel of the listed company are in the scheme demonstration Technology implementation and other aspects can provide support to the target company.
3. Grafting of system and management advantages: Sichuan Development Lomon Co.Ltd(002312) as a listed company, it has a perfect internal control system. After the completion of this transaction, the target company will become a wholly-owned subsidiary of the listed company. The listed company can apply the system and management system to the target company to ensure that the operation of the target company meets the requirements of environmental protection, safe production and other aspects.
(III) strictly implement the profit distribution policy and strengthen the investor return mechanism
After the completion of this transaction, the company will continue to carry out continuous and effective management in accordance with the relevant provisions of laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the notice on matters related to the further implementation of cash dividends of listed companies issued by the China Securities Regulatory Commission, as well as the provisions on profit distribution in the articles of association Stable and active profit distribution policies, and widely listen to the opinions and suggestions of investors, especially minority shareholders and independent directors, in combination with the actual situation of the company and the wishes of investors. The company will continue to improve the company's profit distribution policy, make more clear the reasonable planning for shareholder returns, strengthen the protection mechanism for the rights and interests of small and medium-sized investors, pay attention to improving the level of cash dividends, strengthen the investor return mechanism and give reasonable returns to investors.
(IV) improve the internal control system and provide institutional guarantee for the development of the company
The company strictly abides by the company law, securities law and other laws, regulations and normative documents, constantly improves and optimizes the corporate governance structure, improves and implements the company's internal control system and standardizes the company's operation. After the completion of this transaction, the company will further improve its governance structure to ensure that shareholders can fully exercise their rights; Ensure that the board of directors can exercise its powers and make scientific and prudent decisions in accordance with laws, regulations and the articles of Association; Ensure that independent directors can earnestly perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and provide institutional guarantee for the development of the company.
(V) strictly implement the performance commitment and compensation arrangement of the counterparty
In this transaction, the counterparties Chuanfa mining and Sichuan salt industry made a commitment to the cumulative net profit of Tianrui mining after deducting non recurring profits and losses in three years under the mining right caliber according to the asset appraisal report, with a total commitment amount of 310.68 million yuan, including 2022 In 2023 and 2024, the audited net profit after deducting non recurring profits and losses under the caliber of mining rights shall not be less than 74.56 million yuan, 103.55 million yuan and 132.57 million yuan respectively. The strict implementation of the above performance commitments and corresponding compensation arrangements is conducive to fully safeguard the interests of listed companies and minority shareholders.
4、 The commitment of all directors and senior managers of the company that the compensation measures can be effectively implemented
In order to ensure that the measures of compensation can be effectively implemented, the directors and senior managers of the listed company 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 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. I promise to support the board of directors or the remuneration and assessment committee in formulating the remuneration system, which shall be linked to the implementation of the filling return measures of the listed company;
5. If the listed company implements the equity incentive plan in the future, I promise to support the listed company's equity incentive exercise or grant conditions linked to the implementation of the listed company's filling return measures.
When the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") make the filling return measures and the latest regulatory provisions related to the commitments from the date of issuance of this commitment to the completion of this transaction, and the above commitments cannot meet the provisions of the CSRC and Shenzhen Stock Exchange, I promise that I will issue supplementary commitments in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
I promise to earnestly fulfill the relevant filling and return measures formulated by the listed company and any commitments I make about filling and return measures. If I violate or fail to fulfill the above commitments, I:
1. Will publicly apologize to the shareholders of the listed company and the public investors for violating the law or failing to fulfill the above commitments in the general meeting of shareholders of the listed company and the newspapers designated by the CSRC, and agree to punish or take relevant management measures in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and the Shenzhen Stock Exchange;
2. Within 5 working days from the date of confirming the violation of the above commitments, stop receiving salaries, allowances (if any) and shareholder dividends (if any) from the listed company, and the shares of the listed company (if any) held by me shall not be transferred until I actually fulfill my commitments or the violation of commitments is eliminated;
3. If I fail to fulfill the above commitments due to non force majeure reasons and cannot provide proper and reasonable explanations, the income obtained by me shall belong to the listed company, and the listed company shall have the right to
