重大资产重组摊薄即期回报

Search documents
宝地矿业: 申万宏源证券承销保荐有限责任公司关于新疆宝地矿业股份有限公司本次交易对即期回报影响情况及防范和填补即期回报被摊薄措施的核查意见
Zheng Quan Zhi Xing· 2025-07-02 16:25
Core Viewpoint - The transaction involving Xinjiang Baodi Mining Co., Ltd. is expected to dilute immediate returns but is justified by the long-term benefits of increased iron ore reserves and enhanced operational capabilities [1][2][3]. Group 1: Impact on Immediate Returns - The basic and diluted earnings per share (EPS) are projected to decrease by 33.33% post-transaction, with pre-transaction EPS at 0.03 and post-transaction EPS at 0.02 [1]. - In 2024, the company's EPS is expected to increase post-transaction, while in the first quarter of 2025, it may experience a dilution compared to pre-transaction levels [1]. Group 2: Necessity and Rationality of the Transaction - The transaction will increase the company's total iron ore resources from 3.8 billion tons to approximately 4.6 billion tons, representing a 21.75% increase [2]. - The acquisition will enhance the company's operational footprint in Xinjiang, particularly in the Kashgar and Kizilsu regions, thereby strengthening its market influence [2]. - The transaction aligns with the company's core business of iron ore mining and processing, enhancing its competitive edge in the market [3]. Group 3: Measures to Mitigate Dilution of Immediate Returns - The company plans to expedite the integration of the acquired entity to realize expected benefits quickly [3]. - There will be an emphasis on improving corporate governance and operational efficiency to enhance overall performance [4]. - The company will refine its profit distribution policy to ensure fair returns to all shareholders while maintaining sustainable growth [4]. - Commitments from directors and major shareholders have been made to ensure measures are in place to mitigate the dilution of immediate returns [5]. Group 4: Independent Financial Advisor's Opinion - The independent financial advisor has deemed the company's expectations regarding the dilution of immediate returns to be reasonable and in compliance with relevant regulations aimed at protecting minority investors [6].