Securities code: 000410 securities abbreviation: Shenyang Machine Tool Co.Ltd(000410) Announcement No.: 2022-13 Shenyang Machine Tool Co.Ltd(000410)
On the diluted immediate return of non-public offering of a shares
Filling measures and commitments of relevant subjects
In order to implement 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 The provisions and spirit of the “several opinions of the State Council on further promoting the healthy development of the capital market” and the “guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return” of the China Securities Regulatory Commission, so as to effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors, Shenyang Machine Tool Co.Ltd(000410) (hereinafter referred to as “the company” and “the listed company”) has carefully analyzed the impact of the non-public offering of A-Shares (hereinafter referred to as “the offering”) on the dilution of immediate return in accordance with the above provisions, and formulated specific filling measures for the dilution of immediate return. The relevant subjects have made a commitment to the practical implementation of the company’s filling return measures, The details are as follows:
1、 Impact of this offering on the company’s earnings per share
(I) assumptions of impact analysis
1. Assuming that there are no major adverse changes in the macroeconomic environment and securities industry, and there are no major adverse changes in the company’s business environment;
2. It is assumed that this offering will be completed by the end of September 2022. It is assumed that the number of shares issued this time is 505210783.00 shares (i.e. 30.00% of the total share capital before issuance). This assumption is only used to calculate the impact of this issuance on the company’s earnings per share, and does not represent the company’s judgment on the actual completion time and the number of shares issued this time. Finally, the number of shares issued and the actual completion time approved by the CSRC shall prevail;
3. According to the company’s report for the third quarter of 2021, the net profit attributable to the shareholders of the listed company in the first three quarters of 2021 was -289079900 yuan; In the first three quarters of 2021, the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was -324550400 yuan. It is assumed that the net profit attributable to the shareholders of the listed company in 2021 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are the corresponding indicators of the first three quarters of 2021 multiplied by 4 / 3 respectively (this assumption does not represent the company’s judgment on the operation situation and trend in 2021 and does not constitute the profit forecast of the company);
It is assumed that the company’s net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are calculated according to the following three situations: ① the same as that in 2021; ② 20% lower than that in 2021; ③ 20% higher than 2021. 4. It is assumed that other impacts on the company’s production and operation and financial status (such as operating income and investment income) after the funds raised by this non-public offering are received will not be considered;
5. It is assumed that other matters affecting the number of shares, such as the conversion of provident fund to share capital, stock dividend distribution and so on, will not be considered.
The above assumptions are only to calculate the impact of this issuance on the company’s earnings per share, do not represent the company’s judgment on the operation and trend in 2022, and do not constitute a profit forecast. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
(II) impact on the company’s earnings per share
Based on the above assumptions, the company calculated the impact of this issuance on the company’s earnings per share as follows:
Year 2022
Project year 2021
Before and after issuance
Total share capital (10000 shares) 168403.59 168403.59 218924.67
Weighted average total share capital of ordinary shares (10000 shares) 168403.59 168403.59 181033.86
Scenario 1: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the same as those in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) -38543.98 -38543.98 -38543.98
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses of -43273.38 -43273.38 -43273.38 (10000 yuan)
Basic earnings per share (yuan / share) -0.23 -0.23 -0.21
Diluted earnings per share (yuan / share) -0.23 -0.23 -0.21
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.26 -0.26 -0.24
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.26 -0.26 -0.24
Scenario 2: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses increased by 20% compared with that in 2021
Net profit attributable to shareholders of listed company (10000 yuan) -38543.98 -30835.19 -30835.19
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses of -43273.38 -34618.71 -34618.71 (10000 yuan)
Basic earnings per share (yuan / share) -0.23 -0.18 -0.17
Diluted earnings per share (yuan / share) -0.23 -0.18 -0.17
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.26 -0.21 -0.19
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.26 -0.21 -0.19
Scenario 3: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses decreased by 20% compared with that in 2021
Net profit attributable to shareholders of listed company (10000 yuan) -38543.98 -46252.78 -46252.78
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses of -43273.38 -51928.06 -51928.06 (10000 yuan)
Basic earnings per share (yuan / share) -0.23 -0.27 -0.26
Diluted earnings per share (yuan / share) -0.23 -0.27 -0.26
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.26 -0.31 -0.29
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.26 -0.31 -0.29
2、 Special risk tips for diluted immediate return of this offering
After the issuance, the total share capital and net assets of the company will increase significantly, and the overall capital strength of the company will be improved.
However, the immediate return of the company may be diluted in the short term. Please invest rationally and pay attention to investment risks.
The hypothetical analysis of the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses is not the company’s profit forecast. The specific measures to fill in the return in response to the risk of dilution of the immediate return do not guarantee the company’s future profits, and investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors. 3、 Analysis on the necessity and rationality of the funds raised in this offering and its relevance to the company’s existing business
After careful demonstration by the company, the investment project of the raised funds in this issuance is conducive to improving the company’s capital structure, reducing financial risks, improving profitability and promoting the sustainable and healthy development of the company’s business. For details, please refer to “section III feasibility analysis of the board of directors on the use of the raised funds” in the plan for non-public development of A-Shares in 2022 disclosed by the company on the same day.
4、 Specific measures taken by the company to fill the return
In order to ensure the effective use of the funds raised in this offering, effectively prevent the risk of dilution of shareholders’ immediate return and improve the company’s sustainable return ability in the future, the company promises to take the following countermeasures after the completion of this offering:
(I) strengthen the management of raised funds and ensure the standardized and rational use of raised funds
After the funds raised in this offering are in place, the company will strictly comply with the requirements of laws and regulations, normative documents and the articles of association to ensure the standardized and rational use of the raised funds, improve the use efficiency of the funds and prevent the use risks of the raised funds.
(II) strengthen internal control and improve operation efficiency
While using the raised funds to improve the company’s capital structure and enhance the company’s core competitiveness, the company will continue to improve and strengthen the operation management and investment decision-making procedures, design a more reasonable fund use scheme, pay more attention to the construction and effective implementation of the internal control system, and further ensure the legitimacy and compliance of the company’s operation and management and the efficiency and effect of operation.
(III) improve capital use efficiency and control capital cost
In the future, the company will strive to improve the use efficiency of funds, improve and strengthen the investment decision-making procedures, design more reasonable fund use schemes, make rational use of various financing tools and channels, control the cost of funds, improve the use efficiency of funds, save various expenses of the company, comprehensively and effectively control the company’s operation and control risks, and improve the operation efficiency and profitability.
(IV) strictly implement the profit distribution policy and strengthen the return mechanism for investors
According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) issued by the CSRC, the company has formulated the shareholder return plan for the next three years (2022-2024) of Shenyang Machine Tool Co.Ltd(000410) , defined the reasonable plan for the return to shareholders, attached importance to improving the level of cash dividends and improving the return to shareholders.
The company will strictly implement the profit distribution policies specified in the articles of association and the shareholder return plan for the next three years (2022-2024). In the process of continuous development of the company’s business, the company will strengthen the protection mechanism for the rights and interests of small and medium-sized investors and give reasonable returns to investors.
To sum up, after the completion of this offering, the company will make rational and standardized use of the raised funds, improve the efficiency of fund use, and take a variety of measures to continuously improve its operating performance. On the premise of meeting the conditions of profit distribution, actively promote the profit distribution to shareholders, so as to improve the company’s ability to return to investors and effectively reduce the risk of dilution of the original shareholders’ immediate return.
5、 Commitments issued by relevant entities
(I) the commitment of the directors and senior managers of the company that the compensation measures can be effectively implemented
The directors and senior managers of the company will faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the company and all shareholders. The directors and senior managers of the company make the following commitments for the effective implementation of the company’s filling return measures in accordance with the relevant provisions of the CSRC:
“1. I promise that I will not 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. I promise that I will fully support and cooperate with the company in regulating the post consumption behavior of directors and senior managers, strictly abide by and implement the relevant systems and regulations of the company, and restrict the post consumption behavior;
3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties;
4. I promise that I will fully support the company’s salary and assessment committee and the board of directors to link the relevant salary arrangement with the implementation of the company’s measures to fill in the return when formulating and / or revising the salary system, and vote in favor of the relevant proposals (if there is voting / voting right) when the board of directors or the general meeting of shareholders of the company deliberates the relevant proposals;
5. I promise that if the company implements the employee equity incentive plan in the future, I will fully support the company to link the exercise conditions and other arrangements of the employee equity incentive with the implementation of the company’s filling return measures, and vote in favor of the relevant proposals (if there is voting / voting right) when the company’s board of directors or shareholders’ meeting deliberates the relevant proposals;
6. From the date of issuance of this commitment to the completion of this non-public offering of shares, 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, it undertakes to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time;
7. I promise to fulfill the company system
