Securities code: 300775 securities abbreviation: Xi'An Triangle Defense Co.Ltd(300775) Announcement No.: 2022-016
Bond Code: 123114 bond abbreviation: triangular convertible bond
Xi'An Triangle Defense Co.Ltd(300775)
Announcement on risk tips and filling measures for diluting immediate return by issuing shares to specific objects and commitments of relevant subjects
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.
Xi'An Triangle Defense Co.Ltd(300775) (hereinafter referred to as "the company" or "the company") according to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The requirements of 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) in order to protect the interests of small and medium-sized investors, To enhance the long-term return ability to shareholders, the company carefully analyzed the impact of the issue of shares to specific objects on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return.
It is hereby reminded that the measures taken by the company to dilute the immediate return on the issuance of shares to specific objects this time are not equal to guaranteeing the company's future profits. Please pay attention to it. 1、 The assumption premise of diluting the immediate return on the main financial indicators by issuing shares to specific objects this time
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development and product market.
2. It is assumed that the issuance plan will be implemented in June 2022. The completion time is only used to calculate the impact of the diluted immediate return on the main financial indicators of the issuance of shares to specific objects, and does not constitute a judgment on the actual completion time of the issuance. Finally, the actual completion time of the issuance after registration with the consent of the CSRC shall prevail. 3. Assuming that the number of shares issued is 68131590.00 and the total amount of funds raised is 3127.24 million yuan, the relevant issuance expenses are not considered in this calculation; The number of shares to be issued to specific objects and the scale of funds raised will be finally determined according to the approval of regulatory authorities, issuance and subscription, issuance expenses, etc.
4. When predicting the net assets of the company after the issuance, the impact of other factors other than the raised funds and net profits on the net assets was not considered.
5. 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 from January to September 2021 was 275.7203 million yuan (Unaudited), and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 270.6555 million yuan (unaudited). It is assumed 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 the fourth quarter of 2021 are the average value of the first three quarters, that is, the net profit attributable to the owner of the parent company in 2021 is 367.6271 million yuan and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 360.874 million yuan; 6. It is assumed that the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are flat, increased by 20% and increased by 50% respectively compared with 2021. This hypothetical analysis 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;
7. It is assumed that there are no other factors leading to the change of the company's total share capital from 2021 to 2022 except this issuance.
8. The impact on the company's production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received will not be considered.
The above assumptions are only to calculate the impact of the diluted immediate return of this issuance on the company's main financial indicators, and do not represent the company's commitment to the profitability of 2021 and 2022, nor the company's judgment on the operation and trend of 2021 and 2022. 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.
Based on the above assumptions, the comparison of the impact of this issuance on the company's main financial indicators is as follows:
Project year 2021 / year 2022 / December 31, 2022
Before and after the issue on December 31, 2021
Total share capital (10000 shares) 49552.17 49552.17 56365.33
The total amount of funds raised in this offering (10000 yuan) is 312724.00
The number of shares issued this time is 68131590.00
It is estimated that the issuance will be completed in June 2022
Scenario 1: the net profit attributable to the parent company in 2022 before / after deduction is the same as that in 2021
The net profit attributable to the owner of the parent company is 367627100 yuan (3627100 yuan)
Net profit attributable to all 36087.40 36087.40 36087.40 of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.74 0.74 0.65
Basic earnings per share after deducting non recurring profits and losses (yuan / 0.73 0.64 shares)
Scenario 2: the net profit attributable to the parent company in 2022 increased by 20% compared with that in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 36762.71 44115.25 44115.25
Net profit attributable to all 36087.40 43304.88 43304.88 of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.74 0.89 0.78
Basic earnings per share after deducting non recurring profits and losses (yuan / 0.73, 0.87, 0.77 shares)
Scenario 3: the net profit attributable to the parent company in 2022 increased by 50% compared with that in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 36762.71 55144.06 55144.06
Net profit attributable to all 36087.40 54131.10 54131.10 of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.74 1.11 0.98
Basic earnings per share after deducting non recurring profits and losses (yuan / 0.73, 1.09, 0.96 shares)
Note: it is 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.
After the completion of the issuance of shares to specific objects, the number of common shares issued by the company will increase accordingly, and the realization of the benefits of the company's raised investment projects requires a certain process and time. Therefore, the financial indicators such as earnings per share and return on net assets may decline to a certain extent, diluting the company's immediate return. 2、 The necessity and rationality of the board of directors choosing this financing
(I) deepening and upgrading project of Aviation Precision Die Forging Industry
1. Necessity of project implementation
(1) The aviation industry has formed a development pattern of "small core and large cooperation", and there is a strong demand for outsourcing of small and medium-sized forgings in main engine plants
China's aviation industry chain is dominated by aviation industry group and other subordinate main engine factories, and the supporting units are mainly subordinate units of aviation industry group and supplemented by some private enterprises, forming a development pattern of "small core and large cooperation". Under the guidance of the development idea of "small core and large cooperation" of aviation industry group, with the improvement of product standardization and scale requirements, the supporting of middle and upstream parts has gradually shifted from internal supporting to external cooperation. On the one hand, in the past, the production of structural parts, parts and even more upstream forged castings was mainly carried out by the internal factories of the main engine plant system. With the continuous expansion of the scale of the commercial aviation industry, the sensitivity of large-scale production in the modern aviation industry to cost and efficiency has increased, In the past, the supporting forms of parts independently undertaken by major main engine manufacturers have been unable to adapt to the development trend of specialization and standardization. On the other hand, the industrialization of domestic large aircraft will bring a new trillion scale market. Under the expectation of substantial expansion of supporting demand in the future, many subdivided fields will have the basis of industrialization, gradually change from the previous semi R & D production mode to modern flow production, and form a series of product type spectrum. In this context, when the external cooperation reaches the ideal state, the main engine factory will theoretically only retain the three core links of design, final assembly and flight test, and more supporting needs will gradually spread from the inside. The aviation parts business will be subcontracted in the form of external cooperation and handed over to specialized enterprises outside the system. In this context, the production of small and medium-sized forgings in the main engine plant will be mainly completed in the form of outsourcing. Aviation forgings have the characteristics of small batch, multi variety and multi specification. With the continuous expansion of aviation and other military products market, high-end civil products market and foreign trade market, the business of small and medium-sized aircraft forgings also has a broad market space.
(2) Consolidate the company's main business, form a full category production capacity and improve the company's sustainable profitability
The existing large and medium-sized die forging production line of the company is mainly composed of 400mn and 300MN hydraulic press, supporting 31.5MN fast forging machine and 2500mm ring rolling mill. It mainly produces die forgings with a projection area of more than 0.5m2, a forging weight of more than 200kg and rings with a diameter of more than 500mm. The existing large and medium-sized die forging production lines can not meet the production needs of small and medium-sized Aviation Precision Die Forgings, mainly because: (1) small and medium-sized aviation precision die forgings have the characteristics of many specifications and quantities of single aircraft drawing numbers. It is inefficient to produce small and medium-sized Aviation Precision Die Forgings according to the existing large tonnage forging equipment; (2) According to the existing large tonnage forging equipment to produce small and medium-sized Aviation Precision Die Forgings, the depreciation of single product equipment is high, the cost is high, the economy is poor, and there is no competitive advantage; (3) According to the existing large tonnage forging equipment to produce small and medium-sized Aviation Precision Die Forgings, the precision and allowance of the forgings are poor, the dimensional accuracy can not be guaranteed, and the economy is also poor; (4) The tonnage of the equipment does not match the size of the products produced. If large tonnage equipment is used to produce small forgings, it is easy to have problems that the microstructure and performance of forgings can not be guaranteed due to overheating, excessive deformation, long forging time and low final forging temperature. The deepening and upgrading project of aviation precision die forging industry is of great significance to promote the company to expand the market of small and medium-sized forgings. With the investment of high-end equipment, the production capacity of small and medium-sized forgings of the company will be effectively improved, so that the company has the ability to undertake various businesses such as cross industry, multi specification, large, medium and small batch, and meet the trend of customers' demand for packaging and procurement of large, medium and small forgings, shape
2. Feasibility of project implementation
(1) The industrial policy is conducive to the development of the industry and provides a good policy environment foundation for the project construction
Aviation industry is an important field for the development of advanced manufacturing technology. As an important weapon of the country, aviation manufacturing industry has the typical characteristics of high-tech industry and advanced manufacturing industry. It is an important symbol of national science and technology, economy, national defense strength and industrialization level. Since the 18th National Congress of the Communist Party of China, favorable policies for the aviation manufacturing industry have been issued frequently, pushing the industry into the fast lane of development. In terms of domestic civil aircraft, the independent development of large aircraft is a national strategy and has important strategic significance. The major project of large aircraft is a major strategic decision of the CPC Central Committee and the State Council to build an innovative country, improve China's independent innovation ability and enhance the country's core competitiveness. It is one of the 16 major projects determined in the outline of the national medium and long term science and technology development plan (2006-2020). In 2021, in the 14th five year plan for national economic and social development of the people's Republic of China and the outline of long-term goals for 2035, it is clear that China will focus on promoting the demonstration operation of C919 large passenger aircraft and the seriation development of ARJ21 regional passenger aircraft. The development of large aircraft industry chain is of great significance to national scientific and technological progress and scientific and technological innovation strategy. The CPC Central Committee has formulated the blueprint for the development of national defense and military equipment in the 20th century and laid down the blueprint for the development of national defense and social equipment in the 20th century, and laid down the new vision for the development of the armed forces in the 20th century, One important point is to accelerate the upgrading of weapons and equipment and the development of intelligent weapons and equipment. Various national strategic plans focus on
