China Securities Co.Ltd(601066)
Special verification opinions on Yunnan Xiyi Industrial Co.Ltd(002265) this major asset restructuring diluted immediate return and filling measures
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "independent financial consultant") accepted the entrustment of Yunnan Xiyi Industrial Co.Ltd(002265) (hereinafter referred to as " Yunnan Xiyi Industrial Co.Ltd(002265) " "listed company" or "company") to act as the independent financial consultant of Yunnan Xiyi Industrial Co.Ltd(002265) this issuance of shares and payment of cash to purchase assets and raise supporting funds and related party transactions.
In accordance with the relevant provisions of 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), and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), China Securities Co.Ltd(601066) securities has made a careful and prudent analysis on the impact, prevention and filling measures of the diluted immediate return of this restructuring. The details are as follows:
1、 Basic information of this transaction
Yunnan Xiyi Industrial Co.Ltd(002265) plans to issue shares and pay cash to China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as "Ordnance Equipment Group" or "counterparty") to purchase 100% equity of Chongqing construction industry (Group) Co., Ltd. (hereinafter referred to as "construction industry" or "target company") (hereinafter referred to as "target assets") and raise supporting funds (hereinafter referred to as "this transaction").
2、 The impact of this restructuring on the dilution of the company's earnings per share
According to the audited financial data of the listed company in 2021, the financial statements from January to March 2022 and the review report of zxhwyz (2022) No. 010011 pro forma financial statements issued by zhongxinghua Certified Public Accountants (special general partnership), the changes of Yunnan Xiyi Industrial Co.Ltd(002265) earnings per share before and after this transaction are compared as follows:
Unit: 10000 yuan
January March 2022 / March 31, 2022 year 2021 / December 31, 2021
Project post transaction
Pre transaction (pro forma) increase pre transaction (pro forma) increase
January March 2022 / March 31, 2022 year 2021 / December 31, 2021
Project post transaction
Pre transaction (pro forma) increase pre transaction (pro forma) increase
Operating income 21743558767252659289678447464519810837353362
Operating profit 238.94818114794220 66.1431436573137043
Net profit 67.53748153741400 609.2928706842809755
Net profit attributable to shareholders of parent company 58.42749258743417 623.0928720 Guangdong Redwall New Materials Co.Ltd(002809) 690
Basic earnings per share 0.00 0.08 0.08 0.02 0.30 0.28 (yuan / share)
Diluted earnings per share 0.00 0.08 0.08 0.02 0.30 0.28 (yuan / share)
Note: since the pricing benchmark date of the shares issued by raising supporting funds is the first day of the issuance period, the final issue price and quantity of shares cannot be determined temporarily, so its impact on the main financial indicators of the listed company is not considered.
Regardless of the impact of raising supporting funds, this transaction will thicken the current earnings per share of Listed Companies in the latest year. The company's earnings per share were not diluted due to the current transaction. 3、 The company may take measures to dilute the immediate return of the listed assets in the future
Although this transaction will thicken the current earnings per share of the listed company in the last year, if the target company is affected by force majeure factors such as major adverse changes in military and automobile industry policies and major natural disasters, there is still the possibility that the target company's earnings per share and other immediate return indicators of the listed company may be diluted due to the target company's failure to meet the expectations. In order to further prevent relevant risks, listed companies will take the following measures to fully guarantee the continuous return to shareholders.
(I) accelerate the development of main business and improve the profitability of listed companies
After the completion of this transaction, the listed company will improve the business scale and profitability of the target company according to the characteristics of the industry of the target company, focusing on the R & D, production and sales of firearms, light weapons and auto parts, so as to provide a solid guarantee for the sustainable operation of the listed company.
(II) strengthen operation management and internal control
Listed companies will further strengthen business management and internal control, improve daily operation efficiency, reduce operation costs, comprehensively and effectively control the operation and management risks of listed companies and improve operation efficiency.
(III) strengthen the management of raised funds and prevent the use risks of raised funds
In order to standardize the management and use of the raised funds and ensure that the funds raised in this offering are used exclusively, the company will further strengthen the management of the raised funds in accordance with the provisions and requirements of the company law, the securities law and other laws and regulations and in combination with the actual situation of the company. After the matching funds raised in this restructuring are in place, the company and the independent financial adviser will continue to inspect and supervise the use of the raised funds, so as to ensure the rational and standardized use of the raised funds and reasonably prevent the use risks of the raised funds.
(IV) improve the profit distribution system and strengthen the return mechanism for investors
In order to improve and perfect the scientific, sustainable and stable dividend decision-making and supervision mechanism of listed companies, actively repay investors and guide investors to establish the concept of long-term investment and rational investment, the company will comply with the company law The CSRC's notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) (zjf announcement [2022] No. 3) and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, further improve the profit distribution system and earnestly safeguard the legitimate rights and interests of investors, Strengthen the protection mechanism for the rights and interests of small and medium-sized investors, combined with the company's operation and development planning, actively promote the profit distribution and cash dividends to the majority of shareholders when meeting the conditions, and strive to improve the return level of shareholders.
The formulation of the above measures does not guarantee the future profits of listed companies.
4、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that: after the completion of this transaction, there is no dilution of the company's current earnings per share due to this transaction, and the expected dilution of the current return of the listed company is reasonable; The measures taken by listed companies to fill the immediate return 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 (GBF [2013] No. 110) The requirements of relevant laws and regulations 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 initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) are conducive to protecting the legitimate rights and interests of small and medium-sized investors.
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) special verification opinions on Yunnan Xiyi Industrial Co.Ltd(002265) the diluted immediate return and filling measures of this major asset restructuring)
Signature of sponsor of Independent Financial Advisor:
Liu Jiaqi, Wang Jian
China Securities Co.Ltd(601066) mm / DD / yyyy
