China International Capital Corporation Limited(601995)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
Diluted immediate return of this transaction and special verification opinions on filling measures
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions, China International Capital Corporation Limited(601995) (hereinafter referred to as "independent financial consultant") is an independent financial consultant of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as " Guangdong Great River Smarter Logistics Co.Ltd(002930) " or "listed company" or "company") who intends to acquire 100% equity of Longxiang Group Holding Co., Ltd. (hereinafter referred to as "this transaction" or "this reorganization" or "this major asset reorganization") by paying cash, The impact of Guangdong Great River Smarter Logistics Co.Ltd(002930) this restructuring on the dilution of immediate returns, preventive and filling measures and the verification of relevant commitments are described as follows:
1、 Impact of this transaction on diluted earnings per share of Listed Companies in the current period
According to the Guangdong Great River Smarter Logistics Co.Ltd(002930) 2020 annual audit report, the reference review report issued by Grant Thornton and the unaudited financial data of the listed company from January to September 2021, the main financial data of the listed company before and after the completion of this transaction are compared as follows:
Unit: 10000 yuan
Project from January to September 2021 / September 30, 2021 / December 31, 2020
Actual number reference number actual number reference number
Total assets 698572.12 850860.86 635841.86 789932.30
Owner's equity attributable to shareholders of the parent company 227239.56 227239.56 215606.48 217168.86
Operating income 80245.32 96216.05 84831.99 106267.29
Total profit 31305.83 36964.31 29042.22 39282.08
Net profit attributable to shares of the parent company 21107.72 24113.43 22773.23 29408.18
Basic earnings per share 0.47 0.54 0.51 0.66 (yuan / share)
The basic earnings per share of Listed Companies in 2020 and January September 2021 are RMB 0.51/share respectively
And 0.47 yuan / share. After the completion of this transaction, the basic earnings per share of the listed company for reference in 2020 and January September 2021 are 0.66 yuan / share and 0.54 yuan / share respectively. This transaction will enhance the asset scale and profitability of listed companies. After the completion of this transaction, the net profit attributable to the shareholders of the parent company of the listed company will increase and the earnings per share will increase. There is no dilution of earnings per share due to this transaction.
2、 Measures taken by the listed company to prevent the dilution of immediate return and improve the ability of future return in this transaction
The above calculation does not constitute the performance commitment and profit forecast of this transaction, and investors are reminded of relevant risks. In order to avoid the risk of the decline of the company's basic earnings per share after this major asset restructuring, the listed company plans to take the following measures to prevent the dilution of the immediate return in this major asset restructuring:
(I) actively strengthen operation and management and improve the operation efficiency of the company
After the completion of this restructuring, the company will continue to focus on strengthening, optimizing and expanding its main business. The company will further strengthen enterprise management, improve the company's decision-making level and strategic vision, grasp market opportunities and highlight the company's core competitive advantages. The company will continue to improve the organization and operation efficiency, improve the company's financial management and cost control level, and enhance the company's overall profitability.
(II) accelerate the resource integration of the assets to be purchased and improve the overall profitability
After the completion of this transaction, the company will establish a more scientific and standardized operation system, actively carry out market development, maintain good communication with customers, fully mobilize resources in all aspects, timely and efficiently realize the future development plan of the target company, accelerate the integration of the assets to be purchased and the company's assets, and standardize business, personnel and financial management, Improve the company's comprehensive strength and enhance the company's profitability by integrating resources.
(III) further improve corporate governance and internal control to 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 stock listing rules, further optimize the governance structure, strengthen internal control, save various expenses of the company, improve and strengthen investment decision-making procedures, ensure that shareholders can fully exercise their rights and ensure that the board of directors can comply with laws Exercise their functions and powers in accordance with laws and regulations and the articles of association to ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders. In the future, the company will make rational use of various financing tools and channels, control capital costs, improve capital use efficiency, and comprehensively and effectively control the company's operation and capital control risks on the premise of meeting the capital needs of the rapid development of the company's business.
(IV) strictly implement the cash dividend policy and protect the interests of small and medium-sized investors
Listed companies attach importance to the reasonable return on investment to shareholders while taking into account the sustainable development of the company. In order to better protect the reasonable return of investors, increase the transparency of dividend distribution decision-making, and facilitate shareholders to supervise the company's operation and profit distribution, the company has formulated relevant systems to ensure the sustainability, stability and scientificity of the company's dividend distribution policy.
(V) commitments of controlling shareholders, actual controllers, directors and senior managers of the company on the measures to fill the diluted immediate return of the restructuring
In order to effectively protect the legitimate rights and interests of small and medium-sized investors and ensure that the measures to fill in the diluted immediate return of the listed company can be effectively implemented, the controlling shareholders of the listed company and all directors of the company The senior management made relevant commitments according to the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission). The commitments are as follows:
1. Commitments of controlling shareholders and actual controllers of listed companies
"1) promise to exercise shareholders' rights in accordance with relevant laws, regulations and the articles of association, and promise not to interfere with the operation and management activities of the listed company beyond its authority and not to encroach on the interests of the listed company.
2) Undertake to earnestly fulfill the relevant measures for filling returns formulated by the listed company and any commitments made by the promisor on filling returns. If the promisor violates these commitments and causes losses to the listed company or investors, he is willing to bear the liability for compensation to the listed company or investors according to law.
3) From the date of issuance of this commitment to the completion of this restructuring, if the CSRC makes new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the promisor promises to issue supplementary commitments in accordance with the latest provisions of the CSRC. "
2. Commitments of directors and senior managers of listed companies
"1) promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor damage the interests of the company in other ways.
2) Promise to restrict the job consumption behavior of directors and senior managers.
3) Undertake not to use the company's assets to engage in investment and consumption activities unrelated to the performance of duties by directors and senior managers.
4) It is promised that the remuneration system formulated by the board of directors or the remuneration and assessment committee of the company will be linked to the implementation of the company's compensation and return measures.
5) Promise that if the company plans to implement the equity incentive plan in the future, the exercise conditions of the equity incentive plan 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 reorganization, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these provisions of the China Securities Regulatory Commission, The directors and senior managers promise to issue supplementary commitments in accordance with the new provisions of the China Securities Regulatory Commission.
7) If the violation of the above commitments causes losses to the company or shareholders, it will be liable for compensation according to law. "
3、 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 shareholders of the parent company of the listed company will increase and the earnings per share will increase. There is no dilution of earnings per share due to this transaction. The listed company will take practical and reasonable measures to prevent the dilution of current earnings per share and protect the interests of minority shareholders. The controlling shareholders, actual controllers, directors and senior managers of the listed company have issued corresponding commitments, 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, major asset restructuring and dilution of immediate return, which is conducive to the protection of the legitimate rights and interests of small and medium-sized investors.
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(there is no text on this page, which is the signature page of China International Capital Corporation Limited(601995) special verification opinions on diluted immediate return of Guangdong Great River Smarter Logistics Co.Ltd(002930) This transaction and filling measures) sponsor of independent financial adviser: Hu Xiaojun, Duan Yining
China International Capital Corporation Limited(601995) (seal) January 19, 2022
