China Merchants Securities Co.Ltd(600999)
Special verification opinions on diluted immediate return on Ningxia Jiaze Renewables Corporation Limited(601619) major asset purchase and filling measures
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 guiding opinions on matters related to initial public offering and refinancing, dilution of immediate return for major asset restructuring (CSRC [2015] No. 31) and other relevant regulations, China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “independent financial adviser”) serve as the independent financial adviser for this major asset restructuring, The diluted immediate return of the listed company’s major asset restructuring and the relevant matters of filling measures have been verified. The details are as follows:
1、 Basic information of this transaction
Ningxia Jiaze Renewables Corporation Limited(601619) (hereinafter referred to as the “company” or “listed company”) intends to purchase 22.7009% of the partnership share of Ningxia ningbai Industrial Investment Fund (limited partnership) (hereinafter referred to as “ningbai fund”) held by Shanghai Electric Group Company Limited(601727) Investment Co., Ltd. by means of cash payment; Meanwhile, Hainan Kaixian Private Equity Fund Management Co., Ltd., the holding subsidiary of the listed company, plans to purchase 0.0463% of the partnership share of ningbai fund held by Ningxia Kaixian Capital Management Co., Ltd. by paying cash. (hereinafter referred to as “this transaction” and “this reorganization”)
2、 There is no diluted earnings per share in this restructuring
Based on the audit report of the listed company in 2020, the third quarterly report of 2021 and the reference review report issued by ShineWing Certified Public Accountants (special general partnership), after calculation, the financial data of the listed company before and after the reorganization are as follows:
Unit: 10000 yuan
Project September 30, 2021 / January September 2021 to December 31, 2020 / year 2020 pre transaction and post transaction change rate pre transaction and post transaction change rate
Net profit attributable to the parent company: 40791.98 51925.40 27.29% 19805.71 22175.57 11.97%
Project September 30, 2021 / January September 2021 to December 31, 2020 / year 2020
Pre transaction post transaction change rate pre transaction post transaction change rate
Net assets of 483109.49, 474787.23 – 1.72%, 366401.18, 339495.87 – 7.34% belonging to the parent company
Basic earnings per share (RMB 0.19 0.24 27.29% 0.10 0.11 11.97% / share)
Basic net assets per share 2.24 2.20 – 1.72% 1.70 1.57 – 7.34% (yuan / share)
Note 1: the basic earnings per share are calculated according to the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – Calculation and disclosure of return on net assets and earnings per share; Basic net assets per share = net assets attributable to the owners of the parent company / total share capital.
Note 2: the change rate of basic earnings per share before and after the preparation is calculated by the accurate value of basic earnings per share before and after the preparation. After the completion of this transaction, the net profit and basic earnings per share of the Listed Company attributable to the owner of the parent company will increase in 2020 and January September 2021. After the transaction, the sustainable operation ability and anti risk ability of the listed company will be enhanced, and there is no dilution of earnings per share.
3、 Measures taken by listed companies to fill the immediate return
Although this transaction will thicken the basic earnings per share of Listed Companies in 2020 and January September 2021, if ningbai fund is affected by major adverse changes in new energy policies, major natural disasters and other force majeure factors, there is still the possibility that the earnings per share and other immediate return indicators of listed companies may be diluted due to the failure of ningbai fund to meet the expected earnings. In order to further prevent relevant risks, the listed company will take the following measures to fully ensure the continuous return to shareholders.
(I) enhance the operating capacity of listed companies and improve their competitiveness
After this transaction, the listed company will obtain the control of ningbai fund, and the scale of grid connected installed capacity will be significantly improved, which is conducive to further improving the project experience of the listed company in the field of wind power and photovoltaic, and actively improving the profitability and sustainable operation ability of the listed company.
After the completion of this transaction, the listed company will focus on its main business and actively take various measures to improve its business scale and profitability, so as to provide a solid guarantee for the sustainable operation of the listed company.
(II) strengthen operation management and internal control to improve operation efficiency and profitability
The company will further improve its operation and management level and enhance its overall profitability in the future. The company will strive to improve the use efficiency of funds, improve and strengthen the investment decision-making procedures, improve the use efficiency of funds and save the company’s financial expenses. The company will also strengthen its internal control and give full play to its management and control efficiency. Promote comprehensive budget management, optimize budget management process, strengthen cost management, strengthen budget implementation supervision, and comprehensively and effectively control the company’s operation and control risks.
(III) strengthening risk management measures
The company will continue to strengthen the construction of comprehensive risk management system, continuously improve the risk management ability in policy risk, market risk, raw material fluctuation risk and other fields, strengthen risk prevention and control in key areas, continue to do a good job in risk identification, measurement, monitoring, disposal and reporting in key areas, and comprehensively improve the company’s risk management ability. (IV) continuously improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors can exercise its powers and make scientific, rapid and prudent decisions in accordance with laws, regulations and the articles of association, Ensure that independent directors can earnestly perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and provide institutional guarantee for the development of the company.
The formulation of the above measures does not guarantee the future profits of the listed company.
4、 Commitment of directors, senior managers, controlling shareholders and actual controllers of listed companies to take filling measures for the diluted immediate return on the purchase of major assets of the company
(I) commitment of all directors and senior managers
1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, and not to damage the interests of the company in any other way;
2. I promise to restrict personal job consumption behavior;
3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties;
4. I promise that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the company’s compensation measures;
5. If the company subsequently launches the equity incentive plan, I promise that the exercise conditions of the company’s equity incentive to be announced will be linked to the implementation of the company’s filling return measures;
6. From the date of issuance 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, 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.
If I violate the above commitments or refuse to fulfill the above commitments and cause losses to the company or investors, I am willing to bear corresponding legal liabilities according to law.
(II) commitments of controlling shareholders
1. The company promises not to interfere with the operation and management activities of the company beyond its authority and not to encroach on the interests of the company.
2. From the date of issuance of this commitment to the completion of the company’s major asset 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. If the company violates the above commitments or refuses to perform the above commitments and causes losses to the company or investors, I am willing to bear corresponding legal liabilities according to law.
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that after the completion of this transaction, the net profit attributable to the parent and basic earnings per share of the listed company are not expected to be diluted. If the immediate return is diluted, the listed company has formulated measures to fill the immediate return, and the directors, senior managers and controlling shareholders of the listed company have issued commitments on the filling measures to dilute the immediate return in this major asset restructuring, In line 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, several opinions of the State Council on further promoting the healthy development of the capital market and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring issued by the CSRC, It is conducive to protecting the legitimate rights and interests of small and medium-sized investors.
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