Citic Securities Company Limited(600030)
Special verification opinions on Jiangxi Jovo Energy Co.Ltd(605090) the diluted immediate return of this transaction and the filling measures taken
Jiangxi Jovo Energy Co.Ltd(605090) (hereinafter referred to as "listed company", "company" or " Jiangxi Jovo Energy Co.Ltd(605090) ") plans to issue shares, convertible corporate bonds and pay cash to 53 shareholders of Sichuan Yuanfeng Sentai Energy Group Co., Ltd. (hereinafter referred to as "Sentai energy") such as newsources and Li Wanling to purchase 100% shares of Sentai energy held by them. Meanwhile, the listed company plans to issue convertible corporate bonds to no more than 35 specific investors to raise supporting funds (hereinafter referred to as "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 (GBF [2013] No. 110) In accordance with the requirements of laws, regulations and normative documents such as several 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 returns in initial public offering, refinancing and major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), the listed company has carefully, prudently and Through objective analysis, the matters involved in the above provisions are explained as follows:
1、 Impact of this transaction on diluted earnings per share of the company in the current period
According to the 2021 annual audit report and reference review report of the listed company, the earnings per share of the listed company before and after this transaction are as follows:
Project year 2021
Pre transaction and post transaction (for reference)
Net profit attributable to owners of the parent company (10000 yuan) 61974549224448
Basic earnings per share (yuan) 1.52 2.23
Note: basic earnings per share = net profit attributable to the owner of the parent company / weighted average number of common shares issued before and after the completion of this transaction. The impact of supporting financing is not considered in the above analysis after the completion of the transaction.
After the completion of this transaction, the net profit and earnings per share of the Listed Company attributable to the owners of the parent company in 2021 have been improved, which has improved the profitability of the listed company and the return to shareholders.
However, in view of the increase of the total share capital of the listed company after the reorganization, it is not ruled out that the future earnings per share of the listed company will decline in the short term.
2、 Measures taken by the listed company to prevent the dilution of immediate return and improve the ability of future return in this transaction
In order to prevent the risk of dilution of the company's immediate return caused by this transaction, the 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) accelerate the completion of the integration of the underlying assets and strive to realize the expected return of the underlying assets
After the completion of this transaction, the listed company will fully integrate the target company's corporate culture, procurement, production, sales operation and comprehensive management business to maximize the scale effect. The listed company shall integrate the target assets, strive to ensure the control over the target assets, maintain the original market competition vitality of the target assets, effectively implement its own management system, financial system and internal control system to the target company, and fully realize the expected benefits of this transaction.
After the completion of this transaction, the listed company will speed up the integration of the target company in terms of business, assets, team and management according to the actual operation, so as to help the target company achieve the expected benefits.
(II) continuously improve corporate governance and provide institutional guarantee for the development of the company
The listed 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 mechanism suitable for the company's production and operation, and formulated corresponding post responsibilities. The responsibilities of various functional departments are clear and restrict each other. 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.
Listed companies will strictly abide by the provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance 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.
(III) further strengthen operation management and internal control to improve the operation efficiency of the company
After the completion of this transaction, the listed company will further optimize the governance structure, strengthen internal control, improve and strengthen the investment decision-making procedures, make rational use of various financing tools and channels, control the capital cost, improve the efficiency of capital use, and pay attention to and effectively control the daily operation risk and capital risk of the listed company while ensuring to meet the necessary capital needs of the company's daily operation and development, Further improve operating efficiency and profitability.
(IV) improve the profit distribution policy and strengthen the return mechanism for investors
In order to further promote the company to establish a scientific, sustainable and stable dividend mechanism, enhance the transparency of cash dividends of listed companies, facilitate investors to form a stable expectation of investment return and protect the legitimate rights and interests of investors, listed companies will, in accordance with the company law, the notice on matters related to the further implementation of cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant laws Regulations, normative documents, articles of association and other relevant systems, strictly implement the current dividend policy, actively promote the profit distribution and cash dividend to the majority of shareholders when meeting the conditions, and improve the return level of shareholders. 3、 Commitments issued by relevant entities
In accordance with the relevant provisions of the CSRC, the controlling shareholders, directors and senior managers of the listed company make a commitment to ensure that the measures to fill the immediate return of the listed company can be effectively implemented. The commitments are as follows:
(I) commitments made by the controlling shareholders of the listed company
"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. Earnestly implement the relevant measures for filling returns formulated by the company and any commitments made on filling returns. If the company violates such commitments and causes losses to the company or investors, it is willing to bear the liability for compensation to the company or investors according to law.
The company is aware of the possible legal consequences of the above commitments, and the company will bear individual and joint legal liabilities for violations of the above commitments. "
(II) commitments made by directors and senior managers of listed companies
"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 company in other ways;
2. I promise to restrict my job consumption behavior;
3. I promise not to use the company's assets to engage in investment and consumption activities unrelated to my performance of duties; 4. The compensation made by the board of directors or the compensation promised by the Executive Committee shall be filled by the board of directors;
5. If the company implements the equity incentive plan in the future, I promise that the exercise conditions of the equity incentive to be announced by the company will be linked to the implementation of the company's measures to fill the diluted immediate return;
6. If the CSRC requires to adjust the commitments issued by itself during the review process, the relevant commitments shall be adjusted accordingly according to the requirements of the CSRC;
7. From the issuance date of this commitment to the completion of the company's transaction, if the CSRC makes other new regulatory provisions on filling return measures and commitments of relevant personnel, and the above commitments cannot meet the new regulatory provisions of the CSRC, I promise to issue supplementary commitments according to the latest provisions of the CSRC at that time;
8. As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant regulatory measures on me in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as the CSRC and the Shanghai Stock Exchange. "
4、 Verification opinions of independent financial advisor
To sum up, the independent financial adviser believes that the expected dilution of the immediate return of the listed company, the measures to fill the immediate return and the commitments of the relevant commitment subjects, It complies with the provisions of several opinions of the State Council on further promoting the healthy development of the capital market, 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 and the guiding opinions on matters related to initial public offering, refinancing and dilution and immediate return of major asset restructuring, which is conducive to protecting the legitimate rights and interests of small and medium-sized investors.
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Financial advisor sponsor: Hong Tao, Yang Bin
Zhao Wei, Zhang Tianliang
Citic Securities Company Limited(600030) mm / DD / yyyy
