Securities code: 600821 securities abbreviation: Nyocor Co.Ltd(600821) Announcement No.: 2022-010 Nyocor Co.Ltd(600821)
Announcement on the impact of the company's non-public offering of A-Shares on the diluted immediate return, the company's filling measures and the commitments of relevant subjects
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
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) 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 issued by China Securities Regulatory Commission (announcement of China Securities Regulatory Commission [2015] No. 31) and other laws According to the relevant requirements of laws, regulations and normative documents, the company has carefully, prudently and objectively analyzed the impact of this non-public offering on the dilution of immediate return, and put forward specific filling measures. The directors, senior managers and controlling shareholders of the company have made a commitment to the practical implementation of the company's filling return measures. The specific contents are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company's main financial indicators
(I) main assumptions and explanations of financial index calculation
1. There are no major changes in the macroeconomic environment, industrial policies and industrial development of the company;
2. Assuming that the non-public offering is completed by the end of June 2022, the completion time is only the hypothetical time for calculating the diluted immediate return of the non-public offering, and the final completion time shall be subject to the actual completion time of the offering after being approved by the CSRC;
3. The number of shares in this non-public offering is the upper limit, i.e. 460906950 shares. The final number of shares to be issued shall be subject to the number approved by the CSRC;
4. In July 2021, the new shares corresponding to the previous non-public offering were registered and listed, and the total share capital of the company increased from 1221498013 shares to 1536356503 shares. It is assumed that only the impact of this non-public offering of shares is considered, and the changes in the total share capital of the company caused by other factors (such as share distribution, repurchase, conversion of capital reserve into share capital, etc.) are not considered; 5. The company's net profit after deducting non recurring profits and losses attributable to shareholders of listed companies from January to September 2021 is 308373000 yuan. It is assumed that the net profit after deducting non recurring profits and losses attributable to shareholders of listed companies from January to September 2021 accounts for 75% of the corresponding data of 2021, that is, it is assumed that the corresponding data of 2021 is 411164000 yuan. It is assumed that the net profit attributable to shareholders of Listed Companies in 2022 after deducting non recurring profits and losses is 10% and 20% higher than the assumed data of 411164000 yuan in 2021. This hypothetical analysis is only used to calculate the impact of the diluted immediate return of this issuance on the company's main financial indicators, and does not constitute the company's profit forecast or profit commitment. Investors should not make investment decisions based on it.
6. The above calculation does not take into account the impact of the raised funds on the company's production, operation and financial status (such as operating income, financial expenses, investment income, etc.); (II) impact on main indicators of the company
Based on the above assumptions and explanations, the company calculated the impact of this non-public offering on the company's earnings per share after deducting non recurring profits and losses, as follows:
Project year 2021 year 2022 year
Before and after issuance
Total share capital (10000 shares) 153636 153636 199726
Assumption 1: the net profit after deducting non recurring profit and loss attributable to the shareholders of the listed company in 2022 is the same as the assumption in 2021
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses 41116.40 41116.40 41116.40 (10000 yuan)
After deducting non recurring profit and loss, basic earnings per share (yuan / share) 0.30 0.27 0.23
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.30 0.27 0.23
Assumption 2: the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses in 2022 increased by 10% compared with the assumption in 2021
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses 41116.40 45228.04 45228.04 (10000 yuan)
After deducting non recurring profit and loss, the basic earnings per share (yuan / share) is 0.30 0.29 0.26
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.30 0.29 0.26
Assumption 3: the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses in 2022 increased by 20% compared with the assumption in 2021
Net profit attributable to shareholders of listed companies after deducting non recurring profits and losses: 41116.40 49339.68 49339.68 yuan
After deducting non recurring profits and losses, the basic earnings per share (yuan / share) is 0.30 0.32 0.28
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.30 0.32 0.28
Note: relevant indicators are calculated according to 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.
According to the above assumptions, after the completion of this offering, the company's earnings per share decreased after deducting non recurring profits and losses in 2022. Therefore, this offering may dilute the company's immediate return.
2、 Risk tips for diluting the immediate return of this non-public offering
After the raised funds are in place, the total share capital of the company will increase, and the realization of the benefits of the raised investment project requires a certain process and time. In the short term, it may lead to a certain degree of decline in the company's financial indicators such as earnings per share compared with that before the issuance.
Therefore, there is the possibility of diluting the company's immediate return in this offering. Investors are hereby reminded to pay attention.
3、 Necessity and rationality of this non-public offering
(I) necessity of the project invested by the raised funds
1. Actively respond to the national energy development strategy
With the strong support of national policies, the new energy power industry is facing the historical opportunity of huge new energy reserves, broad development space under the background of carbon peak and the advent of the era of parity, which is expected to expand rapidly. The funds raised this time are used for the investment and construction of photovoltaic power station projects, which is a specific action in a positive response to the national energy development strategy, is conducive to improving the proportion and efficiency of clean energy consumption, and is conducive to the adjustment of China's energy consumption structure and the realization of the strategic goal of "double carbon".
2. It is conducive to improving the company's market position and competitive strength
After the implementation of the project invested by the raised funds, the installed capacity of the company's photovoltaic power station will be further increased, which will help to improve the company's competitive position in the investment and operation market of new energy power stations and enhance the company's profitability and brand value.
(II) rationality of the investment project of the raised funds
1. National policies support the development of new energy power industry
With the implementation of the "double carbon" strategy and the support of national policies, the proportion of photovoltaic in China's power generation energy structure still has room to rise further in the future, and the market scale will continue to grow, which provides a good foundation for the implementation of the project.
2. Listed companies have good basic reserves
The company is a large-scale new energy power station developer and operator in China. It has the business characteristics of rich project experience, professional management team, efficient operation and maintenance level and sound risk control system, and has a good foundation for project implementation.
4、 The relationship between the project invested by the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company is mainly engaged in the development, investment, construction and operation of new energy power station projects. Vigorously developing new energy power generation projects and increasing the installed scale of renewable energy are important ways for the company to achieve its strategic objectives. The investment project raised by this non-public offering closely focuses on the layout of the company's main business and future development strategy. It is a continuous expansion of the company's existing business, which can further expand the company's installed capacity of photovoltaic power generation and enhance its core competitiveness.
The raised funds are planned to be invested in the construction of several photovoltaic power generation projects and supplement working capital. After the grid connected power generation of raised investment projects, the installed capacity of photovoltaic power generation of the company will further increase, further expand the business scale of the company and enhance the sustainable profitability of the company.
(II) the company's reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve of the company engaged in fund-raising projects
The company attaches great importance to talent training and reserve. The company's senior managers and core management team have many years of working experience and management experience in the field of renewable energy, and have a deep understanding of the development, technical characteristics and development trend of photovoltaic power generation industry. The company also has a project implementation team with rich theoretical knowledge and practical experience, and has experience in the construction and operation of several photovoltaic power generation projects.
The company will make full use of the existing personnel reserve to ensure the smooth implementation of this raised investment project. At the same time, according to the needs of business development, the company will continue to accelerate the talent recruitment and training plan, and continuously improve the professional quality of personnel, so as to meet the talent demand brought by the expansion of business scale.
2. The company is engaged in technical reserves of raised investment projects
As of September 30, 2021, the total grid connected capacity of the company's grid connected photovoltaic power generation projects is 2028.23mw, accounting for 75.80% of the company's total grid connected capacity of renewable energy. After years of operation and development, the company has accumulated rich experience and professional technical reserves in the development, construction, operation and maintenance of photovoltaic power generation projects.
The company has fully analyzed and demonstrated the feasibility of the raised investment project, and hired a professional electric power survey and Design Institute to prepare the project feasibility study report. The technology of Cecep Solar Energy Co.Ltd(000591) battery module, inverter and other equipment required for the project construction is mature, the market supply is sufficient, and there is no uncertainty in the design and construction of the project.
3. The company is engaged in the market reserve of raised investment projects
According to the provisions of the measures for the administration of full guaranteed purchase of renewable energy power generation, power grid enterprises shall fully purchase renewable energy power generation projects within the planning scope, including wind power generation, Cecep Solar Energy Co.Ltd(000591) power generation, biomass power generation Non water renewable energy such as geothermal power generation and marine energy power generation. The raised investment project meets the requirements of the national photovoltaic power generation project development, and is applicable to the national renewable energy power generation full guaranteed acquisition system. The projects are connected to the local power grid, and there is no uncertainty in the transmission and consumption capacity of the generated energy.
To sum up, the company's investment project with raised funds has good resource reserves in personnel, technology, market and other aspects, which can ensure the smooth implementation of the project. 5、 Measures taken by the company to dilute the immediate return of this non-public offering
In order to deal with the risk of diluting the immediate return of this offering and improve the company's ability to return to investors, the company plans to take the following filling measures. The measures to make up the return formulated by the company are not equal to guaranteeing the future profits. Investors should not make investment decisions based on this. The losses caused by investors' investment decisions based on this should be borne by investors themselves. The company does not bear any liability for compensation and should be brought to the attention of investors.
(I) strengthen the supervision of raised funds to ensure the legal and rational use of raised funds
In order to ensure the company's standardized and effective use of the raised funds, after the funds raised in this non-public offering are in place, the company will store the raised funds in strict accordance with the requirements of normative documents such as the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the listing rules Ensure the standardized and rational use of raised funds, actively cooperate with the sponsor and regulatory bank in the inspection and supervision of the use of raised funds, and reasonably prevent the use risks of raised funds. (II) accelerate the construction of raised investment projects and improve the profitability of the company
The use of the raised funds for the company's main business will be in line with the company's core investment and enhance the company's competitiveness, and will bring good benefits to the company's main market. After the raised funds are in place, the company will accelerate the investment and construction progress of the raised investment project, complete the project construction in a timely and efficient manner, strive to achieve economic benefits as soon as possible, improve shareholder returns and reduce the risk of dilution of immediate returns caused by this issuance.
(III) maintain and optimize the profit distribution system and strengthen the return on investment mechanism
In order to improve the company's profit distribution policy and effectively safeguard the legitimate rights and interests of investors, the company has, in accordance with the relevant provisions of normative documents such as the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, and in combination with the actual situation of the company, The profit distribution policy is clearly stipulated in the articles of association and formulated
