East Asia Qianhai Securities Co., Ltd
About this major asset sale of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
Special verification opinions on diluted immediate return and relevant filling measures
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as " Jinan High-Tech Development Co.Ltd(600807) ," listed company "or" company ") plans to sell 100% equity of nqm gold 2 Pty Ltd (hereinafter referred to as" nqm company ", the main asset is pajinge gold mine project), and the counterparty Yurun gold Co., Ltd. pays in cash (hereinafter referred to as" this transaction ").
East Asia Qianhai Securities Co., Ltd. (hereinafter referred to as "the independent financial consultant") as the independent financial consultant of the listed company for 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 (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) In accordance with the requirements of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other documents issued by the CSRC, the impact analysis of the transaction of the listed company on the dilution of immediate return and the specific measures to fill the return, as well as the commitments made by relevant subjects to the performance of the company's measures to fill the return have been verified. The specific verification is as follows:
1、 Diluted earnings per share of the company
According to the 2020 annual audit report of listed companies (zths Zi (2021) No. 030123), the 2021 annual audit report of listed companies (zths Zi (2022) No. 030183) issued by zhongxinghua Certified Public Accountants (special general partnership) and the 2021 and 2020 reference review report of listed companies issued by Hexin (Hexin Zi (2022) No. 000351), after the completion of this transaction, The decline in the basic earnings per share of listed companies is mainly due to the decline in the net profit attributable to the owners of the parent company after the transaction. This restructuring is expected to dilute the current earnings per share.
Unit: 10000 yuan
Project December 31, 2021 / year 2021 December 31, 2020 / year 2020
Before and after trading (for reference) before and after trading (for reference)
Total assets 61819407619985144706559049304181
Total liabilities 55410983529605174057577738517505
Attributable to the parent company
Total owner's equity 4421042705061548676559164519
Operating income 128154985769301108926444128295
Attributable to the parent company 146850 -1884090 -8249899 -8703891
Project December 31, 2021 / year 2021 December 31, 2020 / year 2020
Before and after trading (for reference) before and after trading (for reference)
Owner's net profit basic earnings per share
(yuan / share) 0.02 -0.21 -0.95 -0.98
It can be seen from the above table that after the completion of this transaction, the basic earnings per share of the listed company in 2021 will be diluted due to this restructuring.
2、 Specific measures to fill the return and enhance the company's ability to continue to return
With regard to the dilution of immediate return in this restructuring, the listed company plans to take the following measures: 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. The listed company will optimize the industrial layout, reshape the business system, take China's first-class life and health industrial park operator 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 operation, and form effective coordination, two-way empowerment and common development with the development and operation of industrial parks, so as to effectively improve the performance decline in the short term 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.
At the same time, in order to effectively protect the legitimate rights and interests of small and medium-sized investors, the directors and senior managers of listed companies will actively take corresponding measures to prevent the risk of dilution of immediate returns, improve the future return ability of listed companies, and make the following commitments:
"1. Promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor damage the interests of the company in other ways.
2. Promise to restrict the job 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. Commit to link the remuneration system formulated by the board of directors or the Remuneration Committee with the implementation of the company's compensation measures.
5. Commit to link the exercise conditions of the company's equity incentive to be announced with 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. "
As the controlling shareholder of the listed company before and after the completion of this transaction, hi tech urban construction and its persons acting in concert will also actively take corresponding measures to prevent the risk of dilution of immediate return, improve the future return ability of the listed company, 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 reorganization, 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. "
2、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the expected immediate return of the listed company may be diluted, which is in line with the actual situation of the company, and the preventive measures and measures to fill the immediate return that may be diluted are positive and effective. The directors and senior managers of the company have issued relevant commitments, which are in line with 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 the opinions of the state Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) The provisions of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) and other documents are conducive to protecting the legitimate rights and interests of small and medium-sized investors.
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(there is no text on this page, which is the signature page of the special verification opinions of East Asia Qianhai Securities Co., Ltd. on the diluted immediate return and relevant filling measures for the sale of major assets of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd.)
Financial advisor sponsor:
Huang Dehua, fan Junwei
East Asia Qianhai Securities Co., Ltd. date, 2022
