Huatai United Securities Co., Ltd
About Beijing Hualian Hypermarket Co.Ltd(600361)
Special verification opinions on diluted immediate return and filling measures of this restructuring
Huatai United Securities Co., Ltd. (hereinafter referred to as "the independent financial consultant" and "Huatai United Securities") is entrusted by Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as "listed company"), Served as the independent financial adviser of the listed company for the sale of major assets and the issuance of shares, the purchase of 100% equity of Shandong Chuangxin Metal Technology Co., Ltd. and the raising of supporting funds and related party transactions (hereinafter referred to as "this transaction"). 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions, Huatai United Securities explained the impact of this restructuring on the dilution of immediate returns, preventive and filling measures and the verification of relevant commitments as follows:
1、 The impact of this restructuring on the diluted earnings per share of the company in the current period
Through this transaction, innovative metal will become a wholly-owned subsidiary of the listed company. According to the financial report of the listed company and the reference audit report of the listed company prepared according to the structure after the completion of the transaction, the basic earnings per share of the listed company in 2020 and January September 2021 were 0.15 yuan and -0.25 yuan respectively before the transaction; After this transaction, the basic earnings per share of the listed company in 2020 and January September 2021 are 0.23 yuan and 0.16 yuan respectively. Therefore, after this transaction, the earnings per share of the listed company in the last year and the first period have been thickened. It is expected that there is no dilution of the earnings per share of the listed company in the last year and the first period.
2、 Risk tips for diluting immediate return in this restructuring
After the completion of this transaction, the total share capital of the listed company will increase to a certain extent compared with that before the issuance. The underlying assets of this restructuring are expected to bring higher earnings to listed companies and help to improve the company's earnings per share. However, if the target company acquired through this transaction cannot maintain its development momentum, or its profits decline, the immediate return indicators such as earnings per share and weighted average return on net assets of the listed company will face the risk of dilution.
Although it is estimated that the immediate return will not be diluted in the year when the reorganization is completed, in order to safeguard the legitimate rights and interests of the company and all shareholders, if the immediate return of the listed company is diluted, the company plans to take the following filling measures to enhance the company's sustainable profitability:
1. Accelerate the company's strategic transformation and actively enhance the company's core competitiveness
After the completion of this transaction, the listed company will sell all its original businesses and hold 100% equity of innovative metal. Through this transaction, the listed company will improve its profitability, sustainable development ability, anti risk ability and subsequent development potential, and provide guarantee for the improvement of overall operating performance, which is in line with the interests of shareholders of the listed company. 2. Further strengthen business management and internal control to improve business performance
After the completion of this transaction, the listed company will further optimize the governance structure, strengthen internal control, improve and strengthen the investment decision-making procedures, make rational use of various financing tools and channels, control the capital cost and improve the efficiency of capital use. On the premise of meeting the capital needs of listed companies for business transformation, save various costs and expenses of listed companies, and comprehensively and effectively control the operation and capital control risks of listed companies.
3. Strictly implement the cash dividend policy and strengthen the return mechanism for investors
Listed companies will, 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 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, Strictly implement the cash dividend policy specified in the articles of association and give investors sustained and stable returns in the process of the healthy development of the main business of listed companies.
4、 Directors and senior managers of listed companies can effectively fulfill the commitments made by the company to fill the diluted immediate return measures
In order to ensure the effective implementation of the company's measures to fill the diluted immediate return, the directors and senior managers of the listed company make the following commitments:
"(I) I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the listed company in other ways.
(II) I promise to restrict my job consumption behavior.
(III) I promise not to use the assets of the listed company to engage in investment and consumption activities unrelated to the performance of my duties.
(IV) I promise to make every effort to link the remuneration system formulated by the board of directors or the Remuneration Committee with the implementation of the listed company's compensation measures within the scope of my responsibilities and authorities.
(V) 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 responsibilities and authorities.
(VI) from the date of issuance of this commitment to the completion of this 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, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time. (VII) I promise to earnestly fulfill the relevant measures for compensation and return formulated by the listed company and any commitments I make about the measures for compensation and return. 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. "
5、 After this transaction, the controlling shareholders and actual controllers of the listed company made commitments 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, four natural persons including the controlling shareholder innovation group and the actual controller Cui Lixin of the listed company made the following commitments after the transaction:
"1. The company / I will not interfere with the operation and management activities of listed companies beyond their authority and will not encroach on the interests of listed companies.
2. In this transaction, the company / I and the listed company signed the profit forecast compensation agreement with effective conditions, which provides legally binding safeguard measures to avoid diluting the immediate return in this transaction.
3. The company / I will actively support listed companies and will, 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, Strictly implement the cash dividend policy specified in the Beijing Hualian Hypermarket Co.Ltd(600361) articles of association, and give investors sustained and stable returns in the process of healthy development of the main business of listed companies.
4. After the issuance date of this commitment and before the completion of this transaction, if the China Securities Regulatory Commission makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, the company / I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time.
5. If the company / I violates the above commitments and causes losses to the listed company or investors, the company / I is willing to bear the liability for compensation to the listed company or investors according to law. "
5、 Verification opinions of independent financial advisor
In conclusion, after verification, the independent financial adviser believes that the analysis of the listed company on the possibility of diluting the immediate return in this restructuring is reasonable, and the measures to fill the return proposed by the company are practical and feasible, which is in line with the ruogan opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The requirements of relevant laws and regulations such as 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) are 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 and seal page of the special verification opinions of Huatai United Securities Co., Ltd. on Beijing Hualian Hypermarket Co.Ltd(600361) the diluted immediate return and filling measures of this restructuring)
Financial advisor sponsor:
Yang Qian, Jia Ming, Zhang Tao
Huatai United Securities Co., Ltd. January 26, 2022
