Citic Securities Company Limited(600030)
about
Jiangxi Copper Company Limited(600362)
Spin off subsidiaries
Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd
Verification opinions on listing on GEM
Independent financial advisor
North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong Province
May, 2002
According to the rules for the spin off of listed companies (Trial) (hereinafter referred to as the "spin off rules") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), And Jiangxi Copper Company Limited(600362) (hereinafter referred to as " Jiangxi Copper Company Limited(600362) ", "listed company" or "company") the proposal on spin off of its subsidiary to A-share listing in accordance with relevant laws and regulations, and the proposal on spin off of its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to A-share listing plan, which were deliberated and adopted at the 8th meeting of the ninth board of directors held on April 11, 2022 Proposal on Jiangxi Copper Company Limited(600362) the plan for the spin off of its subsidiary Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. to the A-share listing, proposal on the compliance of the spin off of its subsidiary to the A-share listing with the rules for the spin off of listed companies (for Trial Implementation), And the proposal on Jiangxi Copper Company Limited(600362) spin off plan (Revised Version) of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., a subsidiary of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd., to be listed on the gem and other relevant proposals considered and adopted at the 10th meeting of the ninth board of directors on May 20, 2022, Citic Securities Company Limited(600030) as the independent financial adviser of Jiangxi Jiangxi Jiangxi Copper Foil Technology Co., Ltd. (hereinafter referred to as "Jiangxi copper foil") to the GEM Listing project (hereinafter referred to as "this spin off" or "this transaction"), the subsidiary of Jiangxi Copper Company Limited(600362) spin off, and the sponsor of the Jiangxi copper foil venture board listing project, whether this spin off complies with the spin off rules and the provisions of relevant laws and regulations, Whether the spin off is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, whether the listed company can maintain its independence and sustainable operation ability after the spin off, whether Jiangxi copper foil has the corresponding standardized operation ability, the completeness and compliance of the legal procedures performed by the spin off and the effectiveness of the legal documents submitted, and whether the relevant information disclosed by the listed company has false records Misleading statements or major omissions have been specially verified, and the verification opinions are as follows:
1、 This spin off complies with relevant laws and regulations
The spin off is expected to meet the relevant requirements of the spin off rules for the domestic listing of the subsidiaries of the listed company, which is feasible. The details are as follows:
(I) the listed company's shares have been listed in China for three years.
The company's shares were listed on the main board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") in 2002, meeting the requirements of "three years of domestic listing of listed company shares".
(II) the listed company has made continuous profits in the last three fiscal years.
According to the annual report disclosed by the company, the net profits attributable to the shareholders of the listed company in 2019, 2020 and 2021 (the lower value before and after deducting non recurring profits and losses) were 2.229 billion yuan, 2.320 billion yuan and 5.636 billion yuan respectively, meeting the requirements of "continuous profits of the listed company in the last three fiscal years".
(III) after deducting the net profits of the subsidiaries to be spun off according to the equity enjoyed by the listed company in the last three fiscal years, the cumulative net profits attributable to the shareholders of the listed company shall not be less than RMB 600 million (the calculation of the net profits involved shall be based on the lower value before and after deducting the non recurring profits and losses).
According to the annual report disclosed by the company, the net profits attributable to shareholders of Listed Companies in 2019, 2020 and 2021 (the lower value before and after deducting non recurring profits and losses) were 2228726900 yuan, 2320394800 yuan and 5635567500 yuan respectively.
According to the financial statements of Jiangxi copper foil for the last three years, the net profits of Jiangxi copper foil attributable to the shareholders of the parent company in 2019, 2020 and 2021 (calculated by the lower value before and after deducting non recurring profits and losses) were 927486 million yuan, 1208022 million yuan and 2153855 million yuan respectively.
After deducting the net profit of Jiangxi copper foil enjoyed by equity in the last three fiscal years, the net profit attributable to the shareholders of the listed company is as follows:
Unit: 10000 yuan
Project calculation formula 20212020 2019 total
1、 Jiangxi Copper Company Limited(600362) net profit attributable to shareholders of listed company
Jiangxi Copper Company Limited(600362) net profit attributable to shareholders of listed company a 563556752320394824664071104223694
Jiangxi Copper Company Limited(600362) after deducting non recurring profits and losses of B 70944512, 27742886, 22287269 and 120974667
Project calculation formula 20212020 2019 total
Shareholders' net profit Jiangxi Copper Company Limited(600362) belongs to listed companies
Net profit of shareholders of the company (net profit C (A and B 563556752320394822287269101846892 profit, whichever is lower after deducting non recurring profit and loss)
2、 Net profit of Jiangxi copper foil attributable to shareholders of the parent company
Jiangxi copper foil net profit attributable to shareholders of parent company D 222396412479239801744452061 Jiangxi copper foil deducting non recurring
After profit and loss, the net profit attributable to the parent company's share e 215385512080229274864289363 East belongs to the parent company
Net profit of shareholders after deducting non recurring profit (e.8980423, whichever is lower)
3、 Jiangxi Copper Company Limited(600362) shares of Jiangxi copper foil
Equity ratio g 98.15% 98.15% 98.15%
4、 Net profit attributable to copper foil
Jiangxi Copper Company Limited(600362) deduction of entitlements
After the net profit of some Jiangxi copper foil, H = C-F g 54241666220182742137694197636881 belongs to the net profit of the shareholders of the listed company
As shown in the above table, after deducting the net profit of Jiangxi copper foil enjoyed by equity in the last three fiscal years, the net profit attributable to the shareholders of the listed company has accumulated to 9.764 billion yuan, which is not less than 600 million yuan (the net profit is calculated by the lower value before and after deducting non recurring profits and losses).
(IV) in the consolidated statements of the listed company for the most recent fiscal year, the net profit of the subsidiaries to be separated according to their rights and interests shall not exceed 50% of the net profit attributable to the shareholders of the listed company; In the consolidated statements of the listed company for the most recent fiscal year, the net assets of the subsidiaries to be separated according to their rights and interests shall not exceed 30% of the net assets attributable to the shareholders of the listed company.
1. Net profit index
According to the annual report disclosed by the company, the net profit attributable to the shareholders of the listed company in 2021 was 5635567500 yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 70944512 million yuan.
The net profit attributable to the shareholders of Jiangtong copper foil in the financial statement is 22.261 million yuan after deducting the net profit attributable to the shareholders of Jiangtong copper foil in the current year
Jiangxi Copper Company Limited(600362) the proportion of Jiangxi copper foil net profit enjoyed by equity in the consolidated statements of the latest fiscal year is as follows:
Unit: 10000 yuan
Net profit attributable to the shareholders of the parent company in 2021 after deducting the net profit and loss of the shareholders of the company in the calculation formula of non current items in 2021
Jiangxi Copper Company Limited(600362) A 56355675 70944512
Jiangxi copper foil B 22239642153855
Jiangxi Copper Company Limited(600362) enjoys the equity ratio of Jiangxi copper foil C 98.15%
Jiangxi Copper Company Limited(600362) the net profit of Jiangxi copper foil enjoyed by equity belongs to d = b C 21828212114009, which belongs to the shareholders of the parent company
Proportion e = D / a 3.87% 2.98%
As shown in the above table, Jiangxi Copper Company Limited(600362) the net profit of Jiangxi copper foil enjoyed by equity in the consolidated statements of the last fiscal year does not exceed 50% of the net profit attributable to the shareholders of the listed company.
2. Net assets index
According to the annual report disclosed by the company, the net assets attributable to the shareholders of the listed company at the end of 2021 were 69798852900 yuan.
According to the financial statements of Jiangxi copper foil, the net assets of Jiangxi copper foil attributable to the shareholders of the parent company at the end of 2021 were 2408334600 yuan.
Jiangxi Copper Company Limited(600362) the proportion of net assets of Jiangxi copper foil enjoyed by equity in the consolidated statements of the latest fiscal year is as follows:
Unit: 10000 yuan
Project calculation formula at the end of 2021
Jiangxi Copper Company Limited(600362) net assets attributable to shareholders of listed companies a 697988529
Net assets of Jiangxi copper foil attributable to shareholders of the parent company B 24083346
Jiangxi Copper Company Limited(600362) shares 70.19% of Jiangxi copper foil
Jiangxi Copper Company Limited(600362) net assets of Jiangxi copper foil enjoyed by equity attributable to shareholders of the parent company d = b C 16904101
Proportion e = D / a 2.42%
As shown in the above table, Jiangxi Copper Company Limited(600362) the net assets of Jiangxi copper foil enjoyed by equity in the consolidated statements of the latest fiscal year did not exceed 30% of the net assets attributable to the shareholders of the listed company.
(V) the listed company shall not be separated under any of the following circumstances: 1. The funds and assets are occupied by the controlling shareholders, actual controllers and their related parties, or the interests of the listed company are seriously damaged by the controlling shareholders, actual controllers and their related parties. 2. The listed company or its controlling shareholder or actual controller has been subject to administrative punishment by the CSRC in the last 36 months. 3. The listed company or its controlling shareholder or actual controller has been publicly condemned by the stock exchange in the past 12 months. 4. The financial and accounting reports of the listed company in the latest year or period have been issued with qualified opinions, negative opinions or audit reports that cannot express opinions by certified public accountants. 5. The directors, senior managers and their related parties of the listed company hold the shares of the subsidiaries to be spun off, which in total exceeds 10% of the total share capital of the subsidiaries before the spin off and listing, except those indirectly held by the directors, senior managers and their related parties through the listed company.
There is no case that the company's funds and assets are occupied by the controlling shareholders, actual controllers and their related parties for non operational purposes, and there is no case that the interests of the listed company are seriously damaged by the controlling shareholders, actual controllers and their related parties. The company and its controlling shareholders and actual controllers have not been subject to administrative punishment by the CSRC in the last 36 months; The company and its controlling shareholders and actual controllers have not been publicly condemned by the stock exchange in the past 12 months.
Ernst & Young Huaming Certified Public Accountants (special general partnership) issued "Ernst & Young Huaming (2022) SZ No
