Group 1 - The core viewpoint of the article is that the transaction involving the acquisition of Jiangsu Clean Energy Co., Ltd. by Zhongcheng Import and Export Co., Ltd. is expected to improve the company's net profit and basic earnings per share, thus not leading to any dilution of immediate returns [1][4] - The financial advisor conducted a thorough review of the transaction's impact on the company's immediate returns, concluding that the net profit attributable to the parent company's shareholders will improve post-transaction [1] - The projected net profit and basic earnings per share before and after the transaction are as follows: - Net profit attributable to parent company shareholders: - Before: -30,554.42 million yuan - After: -5,550.41 million yuan - Basic earnings per share: - Before: -0.91 yuan - After: -0.16 yuan [1] Group 2 - The company plans to implement several measures to mitigate any potential dilution of immediate returns, including accelerating the integration of the acquired company and enhancing operational management [2] - The company has established a robust governance structure and operational framework to ensure effective management and control, which will support the improvement of profitability [2][3] - The board of directors and senior management have made commitments to protect the interests of minority investors and ensure the execution of measures to compensate for any dilution of immediate returns [4] Group 3 - The independent financial advisor has verified that the company has disclosed the dilution of immediate returns and the measures to compensate for it, affirming that these measures are feasible and in compliance with relevant regulations [4]
中成股份: 中国银河证券股份有限公司关于本次交易摊薄即期回报情况及填补措施的核查意见