Securities code: 688202 securities abbreviation: Shanghai Medicilon Inc(688202) Announcement No.: 2022-005 Shanghai Medicilon Inc(688202)
About issuing A-Shares to specific objects
Announcement of diluted immediate return and filling measures and commitments of relevant entities
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
According to 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) The relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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), The company has carefully analyzed the impact of the issue of A-Shares to specific objects on the dilution of immediate return, and the relevant subjects have made a commitment to the practical implementation of the company's measures to fill the return. The specific measures are described as follows: I. The impact of the issue on the company's earnings per share
(I) calculation assumptions and premises
1. No major adverse changes have taken place in the macroeconomic environment, industrial policies, industrial development, the company's business environment and the securities market;
2. Assuming that the issuance of shares to specific objects is completed in August 2022, the prediction time is only used to calculate the impact of the diluted immediate return of the issuance, and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. The final registration shall be subject to the actual completion time after the CSRC makes the registration decision;
3. Assuming that the total amount of funds raised from the issuance of shares to specific objects is 2160 million yuan, excluding the impact of deducting the issuance expenses and stock cancellation and repurchase, the pricing benchmark date is the first day of the issuance period. Due to the uncertainty of the stock price on the first day of the issuance period, if 80% of the closing price of 355.96 yuan / share on January 28, 2022 is taken as the issuance price, the issuance quantity is about 7585100 shares, The proportion of shares before issuance is 12.22%, assuming that the number of shares issued this time is 7.5851 million shares (the final number of shares issued shall be subject to the number of shares approved by the CSRC). This assumption makes no commitment to the quantity of this offering and the amount of funds raised, and is only used to calculate the impact of this offering on the diluted immediate return. Investors should not make investment decisions based on this assumption. If investors make investment decisions based on this assumption and cause losses, the company will not be liable for compensation. The actual number of shares issued and the scale of funds raised in the account will be finally determined according to the review of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. It is assumed that the net profit attributable to the owner of the parent company before and after deducting the non recurring profit and loss in 2021 is obtained by taking the middle value of the annual performance forecast interval in 2021. It is assumed that the net profit attributable to the owner of the parent company before and after deducting the non recurring profit and loss in 2022 is flat, increased by 20% and increased by 50% compared with that in 2021;
5. The impact on the company's production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds from this issuance is not considered;
6. The impact of other factors other than this issuance, net profit and profit distribution on the scale of the company's net assets is not considered;
7. When predicting the number of ordinary shares outstanding at the end of the period, based on the total share capital of 62079548 shares on the announcement date of the plan, only the impact of this issuance on the total share capital is considered, and the changes in share capital caused by share repurchase and cancellation, conversion of reserve fund to share capital, etc. are not considered;
8. The impact of other non recurring profits and losses and force majeure factors on the company's financial situation will not be considered.
It should be noted that the above assumptions are only used to calculate the impact of the diluted immediate return on the company's main financial indicators, do not represent the company's judgment on the business situation and trend in 2021 and 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 main financial indicators such as earnings per share, as shown in the following table:
Project year 2020.12.31/2021.12.31/2022.12.31/2022
Before and after this offering in 2020 and 2021
Total share capital (10000 shares) 6200.00 6207.95 6207.95 6966.47
Assumption: the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 is the same as that in 2021
Net profit attributable to shareholders of listed company 12938.63 28465.00 28465.00 28465.00 (10000 yuan) after deducting non recurring profit and loss
Net profit to shareholders of listed company: 12347.83 27165.50 27165.50 (RMB 10000)
Basic earnings per share (yuan / share) 2.09 4.59 4.59 4.41
Diluted earnings per share (yuan / share) 2.09 4.59 4.59 4.41
After deducting non recurring profit and loss, basic earnings per share of 1.99 4.38 4.38 4.20 (yuan / share)
Diluted earnings per share of 1.99 4.38 4.38 4.20 after deducting non recurring profits and losses (yuan / share)
Assumption: the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 increased by 20% compared with that in 2021
The net profit attributable to the shareholders of the listed company is 1293863.28465.00 34158.00 34158.00 (RMB 10000) after deducting non recurring profits and losses
Net profit to shareholders of listed company: 12347.83 27165.50 32598.60 (RMB 10000)
Basic earnings per share (yuan / share) 2.09 4.59 5.50 5.29
Diluted earnings per share (yuan / share) 2.09 4.59 5.50 5.29
After deducting non recurring profit and loss, basic earnings per share of 1.99 4.38 5.25 5.05 (yuan / share)
Diluted earnings per share of 1.99 4.38 5.25 5.05 after deducting non recurring profits and losses (yuan / share)
Assumption: the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 increased by 50% compared with that in 2021
The net profit attributable to the shareholders of the listed company is 12938.63 28465.00 42697.50 42697.50 (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of listed company: 12347.83 27165.50 40748.25 (RMB 407482500)
Basic earnings per share (yuan / share) 2.09 4.59 6.88 6.61
Diluted earnings per share (yuan / share) 2.09 4.59 6.88 6.61
After deducting non recurring profits and losses, the basic earnings per share is 1.99 4.38 6.56 6.31 (yuan / share)
Diluted earnings per share of 1.99 4.38 6.56 6.31 after deducting non recurring profits and losses (yuan / share)
Note: 1. Basic earnings per share, diluted earnings per share and other indicators are calculated according to the formula specified in the rules for the preparation of information disclosure of companies offering securities to the public No. 9 - Calculation and disclosure of return on net assets and earnings per share; 2. In order to compare the impact of the diluted immediate return of this issuance, the 2022 forecast does not take into account the impact of cash dividends distributed to the holders of restricted shares that are expected to be unlocked in the future and the increase in the number of shares unlocked by restricted shares.
2、 Special risk tips on diluted immediate return of this offering
After the issuance, the total asset scale of the company will be improved. After the raised funds are in place, the company will make rational and effective use of the raised funds to improve the company's operation capacity, so as to improve the company's long-term profitability. However, due to the impact of the national macro-economy and industry development, the company's profitability in the short term is still uncertain. At the same time, the construction of the investment projects with raised funds needs a certain period, During the construction period, the shareholder return is mainly realized through the existing business. If the company's business does not achieve a corresponding growth, the company's current earnings per share and diluted earnings per share face a decline, and there is a risk that the current return will be diluted. Please pay attention to the risk that the immediate return will be diluted. 3、 The necessity and rationality of issuing shares to specific objects this time
The investment projects of the raised funds issued this time comply with the relevant national industrial policies, the development trend of the company's industry and the company's future development plan, have good market prospects and economic benefits, help to improve the company's profitability and capital strength, enhance the company's ability to resist business risks, and consolidate and strengthen the company's industry position, In line with the interests of the company and all shareholders of the company.
For the specific contents of the necessity and rationality of issuing shares to specific objects, please refer to the "section II feasibility analysis of the board of directors on the use of the raised funds" of the plan for this issuance. 4、 The relationship between the investment projects with raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) relationship between the raised investment project and the company's existing business
The company is a professional bio pharmaceutical preclinical comprehensive R & D service cro. At present, its main business is to provide pharmaceutical R & D services for drug discovery, pharmaceutical research and preclinical research to pharmaceutical enterprises and scientific research institutions through R & D technology platform. The company's drug discovery business is in the stage of rapid development. From 2018 to 2020, the company's drug discovery business revenue increased from 105.7082 million yuan to 227.8613 million yuan, with an average annual compound growth rate of 46.82%, higher than the growth rate of the company's overall business. It is an important source of the company's operating revenue.
The raised funds are mainly invested in the drug discovery business of the company " Shanghai Medicilon Inc(688202) North Shanghai biomedical R & D and innovation Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) base project". After the completion of the above two raised investment construction projects, it will significantly increase the company's laboratory area, equip more advanced and efficient experimental equipment, attract more excellent R & D personnel, significantly increase the company's drug discovery service capacity, especially serve the large-scale and long-term business needs of large biomedical companies outside China, and help the company further expand the scale of existing business income, Increase market competitiveness and industry influence. (II) reserves of the project in terms of personnel, technology, market, etc
1. Personnel reserve
The company attaches great importance to the construction of technical and management talent team with international vision. The main managers of all business sectors have more than 10 years of research and management experience in the field of pharmaceutical R & D, and have very rich experience and deep understanding of the industry, so as to ensure that the company provides pharmaceutical R & D services to customers in a large-scale and high-quality manner. In order to meet the growing demand of drug discovery business, the company has reserved a large number of professional and technical talents, of which the drug discovery sector has more than 1000 R & D personnel. Senior business management personnel and strong R & D team provide effective guarantee for the smooth implementation of this raised investment project.
2. Technical reserve
The company was founded by returned experts with rich experience in international new drug R & D. at the beginning of its establishment, it built an international new drug R & D platform according to high standards. In the past two decades, through providing high-level R & D services for many global leading pharmaceutical enterprises and excellent innovative pharmaceutical enterprises, we have continuously absorbed, improved, innovated and iterated new drug R & D technologies, and mastered the key technologies and evaluation models in various fields such as compound synthesis, compound activity screening, structural biology, pharmacodynamics, pharmacokinetics and toxicology. The company has comprehensive preclinical new drug R & D capability, which is a rare one-stop biomedical preclinical R & D service platform in China,
