Analysis on diluted spot return of this transaction
And description of filling measures and relevant commitments
Shanxi Coking Coal Energy Group Co.Ltd(000983) (hereinafter referred to as ” Shanxi Coking Coal Energy Group Co.Ltd(000983) ” and “listed company”) intends to purchase 51% equity of Huajin Coking Coal Co., Ltd. (hereinafter referred to as “Huajin coking coal”) and 49% equity of Shanxi Huajin Mingzhu Coal Co., Ltd. (hereinafter referred to as “Mingzhu coal”) by issuing shares and paying cash, and 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), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) According to the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other regulations of the CSRC, the company’s impact on the dilution of immediate return, prevention and filling measures and relevant commitments of the transaction are as follows:
1、 Diluted immediate return of this restructuring
According to the financial data of the listed company in 2020 and January July 2021 and the reference review report issued by Lixin Certified Public Accountants (Xin Hui Shi Bao Zi [2022] No. zk10001), the earnings per share of the listed company before and after the transaction are as follows (excluding the impact of raising supporting funds):
Name of shareholder January July 2021 2020
Pre transaction and post transaction (for reference) pre transaction and post transaction (for reference)
Attributable to the parent company
The net profit of the owner is 226934.94 276472.09 195630.36 21398752 (ten thousand yuan)
Basic earnings per share 0.55 0.55 0.48 0.42 (yuan / share)
Diluted earnings per share 0.55 0.55 0.48 0.42 (yuan / share)
Limited by the fact that Shaqu No. 1 and No. 2 mines under Huajin coking coal have not fully reached the production capacity and the performance has not been fully released, after the completion of this transaction, the basic earnings per share of the listed company in 2020 decreased slightly, and the basic earnings per share of the listed company from January to July 2021 were basically the same as before the transaction.
2、 Necessity and rationality of this restructuring and raising supporting funds
1. Integrate high-quality coal resources and enhance the strength of listed companies
The assets to be acquired in this transaction have rich coal resource reserves and high-quality coal product quality. Through this transaction, the listed company can realize the integration of high-quality coal resources and enhance the strength of the listed company. 2. Enhance the company’s capital strength and improve the company’s financial structure
By issuing shares and paying cash to purchase assets and raising supporting funds, the capital strength and net asset scale of the company can be greatly improved, and the ability of the company to resist risks can be greatly improved. At the same time, the repayment of bank loans through supporting raised funds can effectively improve the company’s financial structure, reduce the company’s financial pressure, reduce the company’s financial expenses and improve its profitability.
3. Reduce horizontal competition and related party transactions
With the rapid development of the coal industry in recent years, the operation and completion of new mines and their supporting coal preparation plants, and the promotion of coal resource integration, some products of coking coal group and the company have homogeneity, resulting in horizontal competition to a certain extent. As the company needs to obtain the support of controlling shareholders and make full use of the advantages of large groups in terms of material procurement, leasing of fixed assets, sales of some products and necessary business auxiliary services, related party transactions are inevitable to a certain extent.
Through this reorganization, the target company will be injected into the listed company, included in the merger scope of listed companies, promote the integration of coal resources, build a leading listed company in the coking coal sector, reduce horizontal competition between listed companies and controlling shareholders, reduce related party transactions, help the listed company standardize its operation, protect the rights and interests of listed companies and their minority shareholders, and help release advanced production capacity, Enhance the industrial concentration, market voice, industry influence and core competitiveness of Listed Companies in coking coal sector.
3、 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 cope with the possible dilution of the company’s immediate earnings per share after the reorganization due to this transaction, safeguard the interests of the majority of investors and enhance the ability of return to shareholders, the listed company plans to take the following measures:
1. Further strengthen operation management and internal control to improve operation efficiency
After the completion of this transaction, the listed company will further improve the corporate governance system, management system and system construction, strengthen enterprise operation and management and internal control, improve the incentive and restraint mechanism, and improve the daily operation efficiency of the listed company. The company will comprehensively optimize the management process, reduce the company’s operating costs, better safeguard the company’s overall interests, and effectively control the operation and management risks of listed companies.
2. Accelerate the completion of the integration of target assets and improve the overall profitability
After the completion of this transaction, the company will accelerate the integration of the underlying assets, standardize the business, personnel, financial management and other aspects, improve the company’s comprehensive strength through the integration of resources, timely and efficiently complete the business plan of the underlying company, give full play to the synergy, enhance the company’s profitability and realize the expected benefits of the enterprise.
3. Further improve the profit distribution policy and strengthen the investor return mechanism
After the completion of this transaction, on the basis of continuing to follow the relevant policies on profit distribution in the articles of association, the listed company will continue to implement sustainable, stable and active profit distribution policies in accordance with the relevant provisions of the CSRC, increase the transparency of the implementation of distribution policies, and give reasonable investment returns to shareholders on the premise of ensuring the sustainable development of the listed company, Better safeguard the interests of shareholders and investors of listed companies.
4. The commitment made by the controlling shareholders, directors and senior managers of the listed company that the measures of compensation and return of the listed company can be effectively implemented
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.
Coking coal group, the controlling shareholder of the listed company, made the following statement and commitment:
“1. The promisor promises not to interfere with the operation and management activities of the listed company beyond his authority and not to encroach on the interests of the listed company;
2. The promisor promises not to use the assets of the listed company to engage in investment and consumption activities unrelated to the performance of its duties;
3. In case of violating the above commitments and causing losses to the listed company or investors, the promisor promises to bear corresponding legal liabilities according to law;
4. If China Securities Regulatory Commission (hereinafter referred to as “CSRC”) or Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) have different requirements for the commitment of the promisor to ensure the effective implementation of the filling return measures for diluting the immediate return of this transaction, The promisor will voluntarily and unconditionally make commitments in accordance with the requirements of CSRC or Shenzhen Stock Exchange;
5. As one of the responsible subjects related to the filling return measures, the promisor promises to strictly fulfill the above commitments to ensure that the company’s filling return measures can be effectively implemented.
If the promisor violates the above commitments or refuses to perform the above commitments, the promisor agrees to impose relevant penalties or take relevant management measures on the promisor in accordance with the relevant regulations and rules formulated or issued by the securities regulatory authorities such as CSRC and Shenzhen Stock Exchange. “
The directors and senior managers of the listed company make the following statements and commitments:
“1. I promise to faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the company and all shareholders; 2. I promise not to transfer interests to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways;
3. I promise to restrict my job consumption behavior;
4. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to my performance of duties; 5. I promise to link the remuneration system formulated by the board of directors or the remuneration and assessment committee of the board of directors with the implementation of the company’s filling and return measures within my legal authority;
6. If the company plans to formulate and / or implement equity incentive policies in the future, I promise to link the exercise conditions of the company’s equity incentive to the implementation of the company’s filling return measures within my legal authority;
7. As one of the responsible subjects related to the filling return measures, I promise to strictly fulfill the above commitments to ensure that the company’s filling return measures can be effectively implemented. If I violate the above commitments or refuse to fulfill the above commitments, I agree to impose relevant penalties or take relevant management 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 Shenzhen Stock Exchange.
8. From the date of issuance of this commitment to the completion of this transaction, if China Securities Regulatory Commission (hereinafter referred to as “CSRC”) or Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) makes other new regulatory provisions on filling return measures and commitments of relevant commitment subjects, and the above commitments cannot meet such provisions of CSRC or SZSE, I promise that I will issue supplementary commitments in accordance with the latest regulations of the CSRC or Shenzhen Stock Exchange. “
(there is no text on this page, which is the signature page of Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors’ Analysis on diluted immediate return of this transaction, filling measures and relevant commitments)
Shanxi Coking Coal Energy Group Co.Ltd(000983) board of directors January 14, 2022
