Securities code: 600298 securities abbreviation: Angel Yeast Co.Ltd(600298) Lin 2022-020 Angel Yeast Co.Ltd(600298)
Announcement on risk tips and filling measures for diluting the immediate return of non-public offering of A-Shares (Revised Draft)
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.
On February 18, 2022, Angel Yeast Co.Ltd(600298) (hereinafter referred to as "the company") held the 38th meeting of the 8th board of directors. The meeting deliberated and adopted the proposal on Revising the company's non-public Development Bank A-share diluted immediate return, filling measures and commitments of relevant subjects. 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, hereinafter referred to as the "protection opinions") 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 of major asset restructuring (CSRC announcement [2015] No. 31, hereinafter referred to as the "guiding opinions") and other relevant provisions, in order to protect the right to know of small and medium-sized investors To safeguard the interests of small and medium-sized investors, the company carefully analyzed the impact of this non-public offering of shares on the dilution of immediate return, and put forward the measures to be taken to fill the return. The details 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 premises of the analysis
In order to analyze the impact of this non-public offering on the relevant financial indicators of the company, combined with the actual situation of the company, the following assumptions are made:
1. There are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and market conditions of the company;
2. The non-public offering will be completed by the end of June 2022 (the completion time is only the assumption used to calculate relevant data, and the actual completion time after the issuance is approved by the CSRC will prevail);
3. The number of shares in this non-public offering is calculated according to the upper limit of 40 million shares (the number of shares issued is only an estimate, and the final number shall be subject to the number of shares approved and actually issued by the CSRC); The total amount of funds raised in this non-public offering is calculated according to the adjusted upper limit of RMB 1410 million (excluding the impact of issuance expenses); 4. Before and after deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company in 2022 was flat, increased by 10% and 20% respectively compared with that in 2021. The estimated net profit in 2021 is the annualized result of net profit from January to September 2021. The above profit value does not represent the company's profit forecast for future profits, but is only used to calculate the impact of the diluted immediate return of this issuance on the main indicators, and investors should not make investment decisions accordingly;
5. The impact of the use of funds raised from this non-public offering on the company's production and operation and financial status (such as operating income, financial expenses, investment income), etc. will not be considered.
The above assumptions are only to calculate the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, do not represent the company's judgment on the operation and trend of 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 main financial indicators
Based on the above assumptions, the company calculated the impact of this non-public offering on the company's main financial indicators such as earnings per share and return on net assets, as follows:
2021 / 2022 / December 31, 2022
Project / December 31, 2021
Before and after this offering
Total share capital (10000 shares) 83286.09 83286.09 87286.09
Weighted average number of ordinary shares outstanding (10000 shares) 82993.43 83286.09 85286.09
Number of shares issued this time (10000 shares) 4000.00
Assumption 1: the net profit attributable to shareholders 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 common shareholders of the company 135726.40 (RMB 135726.40)
Net profit attributable to common shareholders of the company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 1.64 1.63 1.59
Diluted earnings per share (yuan / share) 1.64 1.63 1.59
After deducting non recurring gains and losses, the basic earnings per share is 1.44 1.44 1.40 (yuan / share)
Diluted earnings per share 1.44 1.44 1.40 (yuan / share) after deducting non recurring profits and losses scenario 2: the net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 increased by 10% compared with 2021
Net profit attributable to common shareholders of the company: 135726.40 14929904 (RMB 14929904)
Net profit attributable to common shareholders of the company after deducting non recurring profit and loss of 119813.69 131795.06 131795.06 (10000 yuan)
Basic earnings per share (yuan / share) 1.64 1.79 1.75
Diluted earnings per share (yuan / share) 1.64 1.79 1.75
After deducting non recurring profit and loss, the basic earnings per share is 1.44 1.58 1.55 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 1.44 1.58 1.55 (yuan / share) scenario III: the net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is lower than that in 2021
2021 / 2022 / December 31, 2022
Project / December 31, 2021
Before and after this offering
Increase by 20%
Net profit attributable to common shareholders of the company 135726.40 162871.68 (RMB 10000)
Net profit attributable to common shareholders of the company after deducting non recurring profit and loss of 119813.69 143776.43 (10000 yuan)
Basic earnings per share (yuan / share) 1.64 1.96 1.91
Diluted earnings per share (yuan / share) 1.64 1.96 1.91
After deducting non recurring profit and loss, the basic earnings per share is 1.44 1.73 1.69 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 1.44 1.73 1.69 (yuan / share)
2、 The risk of diluting the immediate return of this non-public offering suggests that after the funds raised in this non-public offering are in place, the total share capital and net assets of the company will increase accordingly. As the construction and implementation of the raised investment projects require a certain time period, the financial indicators such as the return on net assets and earnings per share of the company may decline to a certain extent in the short term, There is a risk that shareholders' immediate return will be diluted. Investors are hereby reminded to pay attention to it.
In the medium and long term, as the projects are completed and generate benefits, the company's sustainable profitability can be further improved. It is expected that the indicators such as the company's earnings per share and return on net assets will gradually rise.
3、 Necessity and rationality of this non-public offering
The necessity and rationality of this non-public offering are detailed in the relevant contents of the feasibility analysis report on the use of funds raised by Angel Yeast Co.Ltd(600298) non-public development banks' A shares (Second Revision).
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) relationship between the raised investment project and the company's existing business
The company is mainly engaged in the production and sales of baker's yeast, yeast extract, Saccharomyces cerevisiae, biological feed additives, nutritional and health products, food raw materials, etc. the products are widely used in the fields of baking and fermented pasta, food seasoning, microbial fermentation, animal nutrition, human nutrition and health, brewing and bioenergy. After deducting the relevant issuance expenses, the reduced funds raised in this non-public offering will be used for the construction project of yeast green production base, the green manufacturing project of new enzyme preparation with an annual output of 5000 tons and supplementary working capital. It is the continuous expansion of the company's existing business and has good market development prospects and economic benefits.
This non-public offering focuses on the company's existing main business, which will effectively improve the automation level and product quality management level, expand the company's production capacity, strengthen the company's competitiveness and improve market share, so as to enhance the company's sustainable development ability. (II) the company's reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
The core management team of the company has many years of working experience and management experience in the yeast field, and has a deep understanding of the development, technical characteristics and future trend of the industry. The company has always attached importance to the training and reserve of high-quality talents, established a perfect talent training mechanism covering recruitment, introduction, training and incentive, and reserved excellent talents in various fields such as management, R & D and marketing.
The implementation of this raised investment project can make full use of the company's existing personnel reserve. At the same time, in order to ensure the smooth implementation of the fund-raising investment project, the company will continue to accelerate the talent recruitment and training plan according to the needs of business development, continuously improve the professional quality of personnel, and promote the growth and play a role of backbone talents.
2. Technical reserve
The company has established a high-level product technology R & D platform (National Enterprise Technology Center, postdoctoral research workstation, national accreditation Laboratory (CNAs), provincial yeast engineering center and pilot production platform), established an innovative technology team dominated by many experts who enjoy subsidies from the State Council and provincial government, and established basic R & D, product development Application technology and other multi-level R & D institutions have created the professional advantages of yeast technology and led the development of the industry and market. During the 13th Five Year Plan period, the company won 2 first prizes and 1 second prize for provincial scientific and technological progress, 1 first prize and 1 second prize for association level science and technology. 92 new invention patents were added, with a total of 237. Relevant patents won the "excellence award of the 20th China Patent Award" and the "Gold Award of the 10th Hubei patent".
The company's multi-level R & D system and rich R & D practice and R & D achievements in the R & D field over the years will ensure the smooth implementation of the company's raised investment projects.
3. Market reserve
The company has built a global marketing network, set up 13 Chinese sales organizations and 6 overseas business departments by business or region, established more than 50 sales departments in provinces and cities across the country, and established regional headquarters and application technology service centers in Beijing, Shanghai, Chengdu, Shenyang, Guangzhou, Yichang, Cairo, Lipetsk and other cities; It has set up its own e-commerce platforms such as angel's official mall and Bo Shisheng, and opened stores on all mainstream third-party e-commerce platforms, realizing the whole network and all channel sales of Online + offline combination; It has built a global marketing and market service network with sensitive information, rapid response, smooth channels and strong control; The company's products have been sold in 155 countries or regions around the world. The perfect marketing network provides sufficient guarantee for the smooth implementation of raised investment projects.
