Dongxing Securities Corporation Limited(601198)
About Shanghai Sk Automation Technology Co.Ltd(688155)
Verification opinions on diluted immediate return and filling measures of this transaction
Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “listed company” or “company”) intends to pay cash to purchase 51% equity of Ningde Dongheng Machinery Co., Ltd. (hereinafter referred to as “target company”) (hereinafter referred to as “this transaction”).
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as “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), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) The guidance on matters related to initial public offering, refinancing and dilution of immediate return in major asset restructuring (CSRC [2015] No. 31) and other relevant regulations now explain the rationality of the listed company’s expectation of the dilution of immediate return in the year when the restructuring is completed, the measures to fill in the immediate return and the verification of relevant commitments as follows:
1、 The impact of the diluted immediate return of this major asset restructuring on the main financial indicators of listed companies
According to the review report for reference issued by Shanghai accounting firm (special general partnership), taking December 31, 2021 as the comparison base date, the changes of the main financial data and indicators of the listed company before and after this transaction are as follows:
Unit: 10000 yuan
Project end of 2021 / end of 2021 / increase
Actual number in 2021 preparation number in 2021
Total assets 2099051335240442 67.89%
Operating income 1101981220061750 82.05%
Net profit 7089902100732 196.30%
Net profit attributable to owners of parent company 7006351410424 101.31%
Basic earnings per share (yuan / share) 0.93 1.86 100.00%
According to the above comparison, after the completion of this transaction, the total assets, operating income and net profit of the listed company have increased significantly due to the inclusion of the target company into the merger scope of the listed company. The basic earnings per share increased from 0.93 yuan / share to 1.86 yuan / share, with an increase of 100%. There is no dilution.
After the completion of this reorganization, the asset scale, revenue scale and profitability of the listed company will be greatly improved, which is conducive to further improve the company’s market expansion ability, resource allocation ability, anti risk ability and subsequent development ability, improve the company’s profitability and maximize the interests of shareholders. However, affected by many unknown factors such as macro-economy, industrial policies and competitive environment, the company has business risks and market risks in the business process, which may have a significant impact on the company’s business results. Therefore, it is not excluded that the actual business results of the company are lower than expected. Investors are hereby reminded to pay attention to the risk that this transaction may dilute the immediate return. 3、 Countermeasures for diluting the immediate return of this transaction
(I) effectively integrate the target company and give full play to the synergy
In view of the high business relevance between the target company and the listed company, the target company can produce synergy with the listed company after the acquisition. In order to improve the integration performance of this transaction and give better play to the synergy effect, after the completion of this transaction, the listed company will integrate the target company from the aspects of business, assets and personnel to maximize the synergy effect and scale effect.
(II) performance commitment and compensation arrangement
In order to fully safeguard the interests of listed companies and minority shareholders, the performance commitments and compensation obligations of relevant counterparties are stipulated in the design of this transaction scheme. The performance commitment and corresponding compensation arrangements of this transaction will help to reduce the possible impact of this transaction on the dilution of earnings per share of listed companies.
(III) strictly implement the cash dividend policy and strengthen the return mechanism for investors
The company will strictly implement the cash dividend policy specified in the articles of association in accordance with the relevant requirements of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the State Council, the notice on further implementing the matters related to cash dividends of listed companies issued by the CSRC and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies. In the process of the healthy development of the company’s main business, Give investors sustained and stable returns.
4、 The commitment made by the directors, senior managers, controlling shareholders and actual controllers of the company that the diluted immediate return measures of this transaction can be effectively implemented
(I) commitment of the directors and senior managers of the listed company on the dilutive immediate return filling measures for the reorganization
All current directors and senior managers of the company will faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the company and all shareholders. All directors and senior managers of the company solemnly make the following commitments on this transaction:
“1. I promise that I will not transfer benefits to other units or individuals free of charge or under unfair conditions, nor will I 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 make every effort to link the compensation system formulated by the board of directors or the compensation committee with the implementation of the listed company’s compensation measures within the scope of my responsibilities and authorities.
5. If the listed company plans to implement equity incentive in the future, I promise to make every effort to link the exercise conditions of equity incentive planned by the listed company with the implementation of filling return measures within the scope of my responsibility and authority.
6. From the date of issuance of this commitment to the completion of this 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, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time.
7. I promise to earnestly fulfill the relevant measures for filling and return formulated by the listed company and any commitments I make about filling and return measures. If I violate these commitments and cause losses to the listed company or investors, I am willing to bear the liability for compensation to the listed company or investors in accordance with the law. “
(II) commitments of the controlling shareholders and actual controllers of the listed company on the dilutive immediate return filling measures for this restructuring
In order to ensure that the company’s measures to fill the diluted immediate return can be effectively implemented and safeguard the interests of small and medium-sized investors,
Pan Yanqing and Wang Yinglin, the controlling shareholders and actual controllers of the listed company, made the following commitments:
“1. I will not interfere with the operation and management activities of listed companies beyond my authority and will not encroach on the interests of listed companies; 2. I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC if the CSRC makes other new regulatory provisions on filling return measures and commitments from the date of issuance to the completion of this restructuring, and the above commitments cannot meet the provisions of the CSRC;
3. If I violate the above commitments and cause losses to the listed company or investors, I am willing to bear the liability for compensation to the listed company or investors according to law. “
5、 Verification opinions of the independent financial adviser on matters such as filling the immediate return measures
After verification, the independent financial adviser believes that the expected dilution of the immediate return of the listed company is in line with the actual situation of the listed company, the measures to fill the immediate return formulated are positive and effective, and the controlling shareholders, actual controllers, directors and senior managers of the listed company have issued relevant commitments, In line with the spirit of protecting small and medium-sized investors in 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.
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