Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2022-014 China Greatwall Securities Co.Ltd(002939)
Announcement on the diluted immediate return, filling measures and commitments of relevant subjects (Revised Draft) of the company’s non-public offering of shares
The company and all members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company) held the 13th meeting of the second board of directors and the 7th Meeting of the second board of supervisors on February 18, 2022, deliberated and adopted the proposal on adjusting the company’s non-public development and issuance of A-Shares and other proposals, and adjusted some matters of the non-public offering plan. 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 provisions 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 (announcement [2015] No. 31 of China Securities Regulatory Commission) and other documents, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company analyzed the impact of this non-public offering on the dilution of immediate return and put forward specific measures to fill the return. At the same time, relevant subjects made commitments to the practical implementation of the company’s measures to fill the return. The specific contents are as follows:
1、 Changes in the company’s earnings per share after the issuance
The total amount of funds to be raised in this non-public offering shall not exceed 8.464 billion yuan (including this number), and the number of non-public shares shall not exceed 931021605 shares (including this number). As of December 31, 2021, the total share capital of the company is 3103405351 shares. Based on this calculation, the number of shares in this non-public offering does not exceed 30% of the total share capital before this non-public offering. After the issuance, the total share capital of the company and the shareholders’ equity attributable to the parent company will increase. According to the calculation, after the completion of this non-public offering, it is expected that the company’s earnings per share will be diluted to a certain extent in the short term. In order to fully protect the interests of investors, the company analyzed the possible impact of this non-public offering on the equity of common shareholders and the immediate return in accordance with the requirements of the guidance on matters related to the dilution of immediate return of initial public offering, refinancing and major asset restructuring, and put forward specific measures to fill the diluted immediate return.
(I) assumptions on the impact of this non-public offering on the company’s earnings per share
1. It is assumed that there are no major changes in the macroeconomic environment, securities industry policies and development trends, and the company’s operation;
2. When predicting the total share capital of the company, only the impact of this non-public offering of shares is considered, and the change of share capital caused by other factors is not considered. As of December 31, 2021, the total common share capital of the listed company is 3103405351 shares, and the number of shares in this non-public offering does not exceed 931021605 (including this number). According to the upper limit of the number of shares in this non-public offering, after the completion of this non-public offering, the total share capital of the company’s common shares will reach 4034426956 shares;
3. Assuming that the non-public offering is completed before June 30, 2022, the completion time is only used to calculate the impact of the non-public offering on the diluted immediate return, and the final time shall be subject to the actual completion time approved by the CSRC;
4. The net profits attributable to shareholders of listed companies before and after deducting non recurring profits and losses in 2021 were 1765610900 yuan and 1761903300 yuan respectively (preliminary accounting data, Unaudited). Assuming that the net profit attributable to the shareholders of the listed company in 2022 will increase compared with that in 2021, there are three situations: (1) increase by 10%; (2) No change; (3) Down 10%. This hypothetical analysis does not constitute a profit forecast for the company. Investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation. 5. The impact of this issuance on the immediate return is calculated without considering the impact of the equity incentive plan and the raised funds on the issuer’s production and operation, financial status and other factors.
(II) calculation of the impact of this non-public offering on earnings per share after deducting non recurring profits and losses
Based on the above assumptions, the company calculated the impact of this non-public offering on the basic earnings per share, as follows:
Project December 31, 2021 December 31, 2022 / year 2022
Before and after the issuance in 2021
Total share capital (10000 shares) 310340.5351 403442.6956
The number of shares issued this time (10000 shares) is 93102.1605
Scenario 1: the company’s net profit attributable to shareholders of Listed Companies in 2022 increased by 10% compared with that in 2021
Net profit attributable to common shareholders of the company 176561.09 194217.20 194217.20 profit (10000 yuan)
Net profit attributable to common shareholders of company 176190.33 193809.36 after deducting non recurring profit and loss (10000 yuan)
Basic earnings per share (yuan / share) 0.5689 0.6258 0.5442
Diluted earnings per share (yuan / share) 0.5689 0.6258 0.5442
Basic earnings per share (excluding non recurring losses of 0.5677, 0.6245, 0.5430) (yuan / share)
Diluted earnings per share (deducting non recurring loss of 0.5677, 0.6245, 0.5430) (yuan / share) scenario 2: the net profit attributable to shareholders of Listed Companies in 2022 has no change compared with that in 2021
Net profit attributable to ordinary shareholders of the company (1760.61 million yuan)
Net profit attributable to common shareholders of the company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 0.5689 0.5689 0.4947
Diluted earnings per share (yuan / share) 0.5689 0.5689 0.4947
Basic earnings per share (excluding non recurring loss of 0.5677 0.4937) (yuan / share)
Diluted earnings per share (excluding non recurring loss of 0.5677 0.4937) (yuan / share)
Scenario 3: the company’s net profit attributable to shareholders of Listed Companies in 2022 decreased by 10% compared with that in 2021
Net profit attributable to common shareholders of the company 176561.09 158904.98 profit (RMB 10000)
Net profit attributable to common shareholders of company 176190.33 158571.30 after deducting non recurring profit and loss (10000 yuan)
Basic earnings per share (yuan / share) 0.5689 0.5120 0.4452
Diluted earnings per share (yuan / share) 0.5689 0.5120 0.4452
Non recurring earnings per share (excluding basic earnings of 10.440.77 yuan / share)
Diluted earnings per share (excluding non recurring loss of 0.5677, 0.5110, 0.4443) (yuan / share) Note 1: the company’s hypothetical analysis of net profit in 2022 does not constitute the company’s profit forecast, and investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation; Note 2: the number of shares in this non-public offering and the completion time of the offering are only estimates, and the final number of shares approved by the CSRC and the actual completion time of the offering shall prevail; Note 3: the basic earnings per share in the above table is calculated in accordance with 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 (revised in 2010).
According to the calculation, after the completion of this non-public offering, it is expected that the company’s earnings per share will be diluted to a certain extent in the short term compared with that before the offering.
The company reminds investors that the above analysis does not constitute the company’s profit forecast. The issuance still needs the approval of the regulatory authorities. There are uncertainties in whether the approval can be obtained, the time of obtaining the approval and the completion time of the issuance. Once the assumptions of the above analysis or the company’s operation change significantly, the possibility that the current issuance will lead to the dilution of the immediate return cannot be ruled out. Investors are hereby reminded to pay attention to the risk that this offering may dilute the immediate return.
2、 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 total amount of funds raised from this non-public offering of shares does not exceed 8.464 billion yuan (including this amount). After deducting the issuance expenses, it is planned to be used to increase the company’s capital, supplement working capital and repay debts, so as to expand the business scale and improve the company’s anti risk ability and market competitiveness. The raised funds will be mainly used in the following aspects:
No. the raised funds are invested in the amount to be invested
1. The investment in capital intermediary business shall not exceed 5 billion yuan
2. The investment in securities investment business shall not exceed 2.5 billion yuan
3. The debt repayment shall not exceed 964 million yuan
Total no more than 8.464 billion yuan
The investment projects raised by this non-public offering are compatible with the company’s production and operation, technical level and management ability. After the completion of this non-public offering, the company’s existing main business will not change significantly, and the company’s net capital scale will be further improved, which is conducive to the expansion of the company’s business scale and the improvement of the company’s overall profitability and anti risk ability.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
In terms of personnel, the company attaches great importance to the attraction, incentive, training and use of talents. The company’s “blue and blue plan” with the goal of training new people and the “rock plan” with the goal of training reserve cadres of branches have effectively improved the professional ability and cohesion of employees, and the “reference and understanding” external management public course and “baigehui” internal management public course with the goal of improving employees’ office skills and professional quality have helped all departments improve the level of cadre management Cultivate high potential employees. With the goal of “building a talent empowerment system to help the development of business talents”, the company has established a professional team with high quality.
In terms of technology, the company has always attached great importance to improving the level of information technology and carried out layout through active exploration of financial technology. The company strives to improve the level of information technology, optimize the information system, provide safe, stable, efficient and personalized services for the company and its customers, and ensure and support the development of various businesses of the company. At the same time, the company actively arranged new areas of “fintech”, deeply explored digital and financial technology, grasped the Internet financial opportunities, extended the depth and breadth of business, and constantly explored new revenue and profit growth points. The company has continuously strengthened capacity-building and carried out research on the application of new technologies such as big data, cloud platform and blockchain in securities business.
In terms of market, after years of unremitting efforts, the company has gradually grown into an influential securities company in China. In the course of more than 20 years of development, the company has always adhered to the business philosophy of “steady progress and innovation”. Since its establishment, the company has made great progress in operation and management, and the industry popularity and brand influence have been continuously improved. The company has a comprehensive business platform, covering all kinds of securities business, and covering the base by participating in and holding other companies
