贝肯能源: 大同证券有限责任公司关于贝肯能源公司管理层收购之独立财务顾问报告

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the management buyout of Beiken Energy Holdings Group Co., Ltd, led by Chen Dong, who aims to acquire up to 54 million shares through a cash subscription, thereby becoming the controlling shareholder of the company. Group 1: Acquisition Overview - The acquirer, Chen Dong, plans to subscribe for up to 54 million shares, which will increase his ownership to 21.18% post-acquisition, making him the largest shareholder and actual controller of the company [9][11][10]. - The acquisition is structured as a management buyout, as Chen Dong is currently involved in the company's management and will assume control following the share issuance [10][11]. - The total subscription amount is estimated at 355.86 million yuan, with a share price set at 6.59 yuan, which is compliant with regulatory pricing guidelines [11][14]. Group 2: Financial and Valuation Analysis - The valuation of Beiken Energy as of March 31, 2025, indicates a total equity value of 181.14 million yuan, reflecting a significant increase of 293.28% from the previous assessments [28][29]. - The report utilized both income and market approaches for valuation, concluding that the market method was more suitable given the company's public trading status [30][28]. - The financial advisor confirmed that the acquisition price aligns with the average trading price over the preceding 20 trading days, ensuring compliance with regulatory standards [30][31]. Group 3: Regulatory Compliance and Procedures - The acquisition has undergone necessary procedural steps, including board approval and independent director consent, and is pending shareholder approval and regulatory registration [17][32]. - The independent financial advisor has verified that all parties involved in the acquisition are compliant with relevant laws and regulations, ensuring the legitimacy of the transaction [32][33]. - Chen Dong has committed to using only his own funds for the acquisition, ensuring no financial assistance from the company or its affiliates, which aligns with regulatory requirements [33].