Securities code: Jinan High-Tech Development Co.Ltd(600807) securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) Announcement No.: pro 2022048 Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
On the dilution of the company's immediate return on the sale of major assets
And announcement of relevant 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.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as "the company") plans to transfer 100% of the equity of nqm gold 2 Pty Ltd held by its subsidiary CQT holdings Pty Limited to Shandong Yulong Gold Co.Ltd(601028) subsidiary yurain gold Pty Ltd (hereinafter referred to as "the transaction"), which constitutes a major asset restructuring.
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) In order to protect 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 in accordance with the relevant provisions of 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 the dilution of immediate return in initial public offering, refinancing and major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), Combined with the actual situation, the corresponding filling measures are formulated. The details are as follows:
1、 Impact of this transaction on financial indicators of spot return
According to the 2020 audit report of listed companies (zths Zi (2021) No. 030123) and the 2021 audit report of listed companies (zths Zi (2022) No. 030183) issued by zhongxinghua Certified Public Accountants (special general partnership), And the review report of the listed company for 2021 and 2020 (hexinzhuanzi (2022) No. 000351) issued by Hexin Certified Public Accountants (special general partnership). After the completion of this transaction, the basic earnings per share of the listed company decreased, mainly due to the decline in the net profit attributable to the owner of the parent company after the transaction, This restructuring is expected to dilute the current earnings per share. Unit: 10000 yuan
December 31, 2021 / year 2021 December 31, 2020 / year 2020
project
Before and after trading (for reference) before and after trading (for reference)
Total assets 61819407619985144706559049304181
Total liabilities 55410983529605174057577738517505
Attributable to the parent company
4421042705061548676559164519 total owner's equity
Operating income 128154985769301108926444128295
Attributable to the parent company 146850 -1884090 -8249899 -8703891
December 31, 2021 / year 2021 December 31, 2020 / year 2020
project
Before and after trading (for reference) before and after trading (for reference)
Net profit of owners basic earnings per share (yuan)
0.02 -0.21 -0.95 -0.98/share)
After the completion of this transaction, the company's basic earnings per share in 2021 will be diluted due to this restructuring. The listed company will take a series of measures to effectively avoid damaging the interests of small and medium-sized investors.
2、 Specific measures to fill the diluted immediate return
1. In order to safeguard the interests of the majority of investors, reduce the risk of dilution of the immediate return and enhance the return on the interests of shareholders, the company plans to take a variety of measures to fill the immediate return, as follows:
(1) Actively implement strategic transformation and improve the profitability of the company
Jinan High-Tech Development Co.Ltd(600807) plans to implement internal asset allocation adjustment through this major asset restructuring, and actively implement strategic transformation in combination with the latest strategic positioning of Jinan High-Tech Development Co.Ltd(600807) district. Listed companies will optimize the industrial layout, reshape the business system, take China's first-class operators of life and health industrial parks as the strategic goal, focus on the development and operation of life and health and professional industrial parks, promote the agglomeration of industrial resources with industrial operations, and form effective coordination, two-way empowerment and common development with the development and operation of industrial parks, To effectively improve the short-term performance decline caused by the disposal of profitable assets in this transaction.
(2) Further strengthen operation management and internal control to improve the operation efficiency of the company
The company will further optimize operation and management, strengthen internal control, improve and strengthen investment decision-making procedures, make rational use of various financing tools and channels, control capital costs, improve capital use efficiency, save various expenses of the company and comprehensively and effectively control the operation and capital control risks of the company on the premise of meeting the working capital needs of the rapid development of the company's business.
(3) Improve profit distribution policy
After the completion of this reorganization, the company will continue to implement a sustainable, stable and positive profit distribution policy in accordance with the provisions of the articles of association, and in combination with the actual situation of the company, widely listen to the opinions and suggestions of investors, especially independent directors and minority shareholders, strengthen the return to investors, improve the profit distribution policy, increase the transparency of the implementation of the distribution policy, and safeguard the interests of all shareholders. (4) Continuously improve corporate governance and provide institutional guarantee for the development of the company
The company has established and improved the corporate governance structure, standardized operation, improved the independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, set up an efficient and capable organizational functional organization suitable for the company's production and operation, and formulated corresponding post responsibilities. The responsibilities of various functional departments are clear and mutually restricted. The company's organizational structure is reasonable and operates effectively. The rights and responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management are clear, check and balance each other and operate well, forming a set of reasonable, complete and effective corporate governance and operation management framework. The company will strictly abide by the provisions 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 the governance structure, effectively protect the rights and interests of investors, especially small and medium-sized investors, and provide institutional guarantee for the development of the company.
2. In order to effectively protect the legitimate rights and interests of small and medium-sized investors, the directors or senior managers of the company will actively take corresponding measures to prevent the risk of dilution of immediate return, improve the future return ability of listed companies, and make the following commitments:
(1) Promise not to deliver benefits to other units or individuals free of charge or under unfair conditions, nor damage the interests of the company in other ways.
(2) Undertake to restrict the post consumption behavior of directors and senior managers.
(3) Promise not to use the company's assets to engage in investment and consumption activities unrelated to the performance of their duties.
(4) It is promised that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the company's filling and return measures.
(5) It is promised that 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. All directors and senior managers of the company guarantee to earnestly fulfill the above commitments. In case of any violation that causes losses to the listed company, they will compensate the losses suffered by the listed company.
3. Jinan Gao Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd., the controlling shareholder of the company, and its persons acting in concert will also actively take corresponding measures to prevent the risk of dilution of immediate return and improve the future return ability of listed companies, and make the following commitments:
(1) Do not interfere with the operation and management activities of the company beyond its authority, and do not encroach on the interests of the company.
(2) From the date of issuance of this commitment to the completion of the company's restructuring, 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, the company promises to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time.
(3) If the company violates the above commitments and causes losses to the listed company or investors, the company is willing to bear the liability for compensation to the investors according to law. "
It is hereby announced.
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Board of directors
May 21, 2022
