Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-028 Changzhou Tiansheng New Materials Co.Ltd(300169)
About diluting the immediate return by issuing shares to specific objects
Announcement on filling measures and commitments of relevant subjects (Revised Version)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important:
The following Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as " Changzhou Tiansheng New Materials Co.Ltd(300169) " and "the company") about the main financial indicators of diluting the immediate return by issuing shares to specific objects does not constitute the profit forecast of the company, and the measures to fill the return do not guarantee the future profits of the company. Investors should not make investment decisions based on this, and investors make investment decisions based on this, resulting in losses, The company is not liable for compensation. Changzhou Tiansheng New Materials Co.Ltd(300169) intends to issue shares to specific objects (hereinafter referred to as "this issuance"). According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) 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) and other relevant provisions, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of this offering on the diluted immediate return, and now the diluted immediate return of this offering and the measures taken by the company are described as follows:
1、 Impact analysis of this offering
After the issuance, the company's net assets will increase. In the short term, when the effectiveness of the raised funds cannot be fully brought into play, the company's earnings per share and return on net assets may be affected to some extent, and the immediate return may be diluted. However, in the medium and long term, the growth of capital brought by the company's issuance of shares to specific objects will drive the expansion of the company's business scale, and then improve the company's profitability and net profit level. The company will actively take various measures to improve the use efficiency of net assets and capital to obtain good returns.
(I) main assumptions
1. It is assumed that there are no major adverse changes in the macroeconomic environment, the industry in which the company is located and the company's business environment;
2. It is assumed that the company will complete the issuance at the end of June 2022 (the completion time is only the company's estimate, and the final time shall be subject to the registration and actual completion time approved by the CSRC);
3. Assuming that the expected number of shares to be issued this time is 95323700, and the amount of raised funds received is 529999800 yuan (excluding the issuance cost), after the completion of this issuance, the total share capital of the company will increase from 325984340 shares to 421308040 shares;
4. It is assumed that except for this issuance, the company will not carry out other behaviors that will affect or potentially affect the total share capital of the company;
5. Failure to consider the impact of bank interest generated before the raised funds are utilized and the impact on the company's operation after the raised funds are received;
6. According to the company's report for the third quarter of 2021, the company's net profit attributable to the owner of the parent company in the first three quarters of 2021 was 3.3848 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 1.8427 million yuan. Assuming that the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses realized by the company in 2021 are 4 / 3 times of the data disclosed in the third quarter report of 2021, which are RMB 4513100 and RMB 2456900 respectively.
On this basis, it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses correspond to a growth rate of 0% in 2021 15% (the hypothetical analysis is only used to calculate the impact of the diluted immediate return of the shares issued to specific objects on the company's main financial indicators, and does not constitute the company's profit forecast for 2021 and 2022. Investors should not make investment decisions based on this, and the company will not be liable for losses caused by investors' investment decisions based on this) 7 When predicting the net assets after the issuance of the company, the impact of other factors other than the raised funds and net profits on the net assets is not considered;
8. The earnings per share index shall be calculated in accordance with the relevant provisions of 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;
9. In the above hypothetical analysis, the main financial indicators of the company before and after the issuance do not constitute the profit forecast of the company, 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.
(II) impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of the issuance of shares to specific objects on the company's earnings per share, weighted average return on net assets and other major financial indicators, as follows:
Project year 2021 / year 2022 / December 31, 2022
/Before and after this offering on December 31, 2021
Total share capital (10000 shares) 32598.43 32598.43 42130.80
The number of shares issued this time (10000 shares) is 9532.37
The raised capital (10000 yuan) is 52999.98
Expected completion time of this issue at the end of February 2026
Scenario 1: the corresponding annual growth rate of the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 is 0%
Net profit attributable to shareholders of the listed company (10000 yuan) 451.31 451.31 451.31
245.69 245.69 245.69 attributable to listed companies after deducting non recurring profits and losses
Net profit of shareholders (10000 yuan)
Basic earnings per share (yuan / share) 0.0138 0.0138 0.0107
Basic earnings per share after deducting non recurring profits and losses 0.0075 0.0075 0.0058
(yuan / share)
Weighted average return on net assets 0.73%, 0.72%, 0.51%
Weighted average return on net assets (excluding non recurring 0.40%, 0.39%, 0.28%)
Profit and loss)
Scenario 2: the corresponding annual growth rate of the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 is 15%
Net profit attributable to shareholders of the listed company (10000 yuan) 451.31 519.00 519.00
245.69 282.55 282.55 attributable to listed companies after deducting non recurring profits and losses
Net profit of shareholders (10000 yuan)
Basic earnings per share (yuan / share) 0.0138 0.0159 0.0123
Basic earnings per share after deducting non recurring profits and losses 0.0075 0.0087 0.0067
(yuan / share)
Weighted average return on net assets 0.73%, 0.83%, 0.58%
Weighted average return on net assets (excluding non recurring 0.40%, 0.45%, 0.32%)
Profit and loss)
After the completion of this offering, the number of common shares issued by the company will increase accordingly, and the realization of the benefits of the company's raised funds requires a certain process and time. Therefore, the earnings per share and weighted average return on net assets may decline after the completion of this offering.
In the future, with the full use of the raised funds and the further development of the main business, it will help to improve the company's earnings per share and weighted average return on net assets.
2、 Special risk tips for diluting the immediate return of shares issued to specific objects this time
After the issuance, the total share capital and net assets of the company have increased to a certain extent. The funds raised from the issuance of shares to specific objects will be used for the company to repay bank loans and supplement working capital. It is expected that after the use of the raised funds, the company's operating risk will be effectively reduced and its profitability will be improved. However, with the increase of the company's total share capital and net assets, the company's profitability may not increase by a corresponding margin in the short term, The company's immediate return has the risk of being diluted in the short term. At the same time, when calculating the specific impact of the diluted immediate return of this offering on the company's main financial indicators, the hypothetical analysis of the net profit attributable to the shareholders of the listed company in 2021 and 2022 is not the company's profit forecast, and the specific measures to fill the return prepared to deal with the risk of diluted immediate return are not equivalent to ensuring the company's future profits, 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. Investors are hereby reminded.
3、 The necessity and rationality of the board of directors choosing this financing
For the analysis of the necessity and rationality of the use of the raised funds, see the announcement feasibility analysis report on the use of funds raised by issuing shares to specific objects (Revised Version). 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
After deducting the issuance expenses, all the funds raised by the company from the issuance of shares to specific objects will be used to supplement working capital, aiming to realize the company's in-depth layout in the field of polymer foam materials, improve the company's industry status and core competitiveness, and ensure the sustainable development of the company. At the same time, the fund raised this time will alleviate the capital pressure of the company, optimize the capital structure, reduce financial expenses, reduce the level of financial leverage, and ensure the capital demand for the long-term development of the company.
The company's polymer foam material business is in the stage of rapid development, and has successfully entered the fields of wind power generation, rail transit, shipbuilding, aerospace, building energy conservation and so on. As a talent and technology intensive enterprise, the company has always paid attention to the cultivation of scientific research and technical talents, and has a number of high-quality scientific research and technical talents. The company's existing R & D capability, project experience and personnel reserve are an important basis for the sustainable development of the company's business.
5、 The measures taken by the company to dilute the immediate return and enhance the company's ability of sustainable return by issuing shares to specific objects this time
(I) strengthen the management of raised funds and prevent the use risks of raised funds
In order to standardize the management and use of the raised funds and ensure that the funds raised in this issuance are used exclusively, The company has complied with the provisions and requirements of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, and in combination with the actual situation of the company, The measures for the management of raised funds have been formulated, which clearly stipulates that the company adopts a special account storage system for the raised funds, so as to facilitate the management and use of the raised funds and supervise their use, so as to ensure that the special funds are used for special purposes. The sponsor, depository Bank and the company jointly supervise the use of the raised funds according to the promised purpose and amount. After the funds raised in this offering are in place, the company and the sponsor will continue to supervise and inspect the use of the raised funds, so as to ensure the reasonable and standardized use of the raised funds and reasonably prevent the use risks of the raised funds.
(II) strengthen operation management and internal control and improve operation efficiency
The company will further strengthen and improve the construction of internal control system, strengthen various investment decision-making procedures, make rational use of various financing tools and channels, control capital cost and improve capital use efficiency. At the same time, the company will also continue to strengthen its internal control, further optimize the budget management process, strengthen cost management and strengthen the supervision of budget implementation, so as to comprehensively and effectively control the company's operation and control risks.
(III) continuously improve corporate governance and strengthen risk management measures
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors can earnestly perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and provide institutional guarantee for the development of the company. In addition, the company will continue to strengthen the construction of comprehensive risk management system in the future, continuously improve the risk management ability in the fields of credit risk, market risk, operational risk and liquidity risk, strengthen risk prevention and control in key areas, and continue to do a good job in risk identification, measurement, monitoring, disposal and reporting in key areas
