Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-033 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
2021 non-public shares
Announcement on dilution of immediate return and measures to cover return (Revised)
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.
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) 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 (Guo Ban Fa [2013] No. 110) and several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) The relevant provisions of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (announcement [2015] No. 31) of China Securities Regulatory Commission and other documents, The company analyzed the impact of the non-public offering of A-Shares in 2021 (hereinafter referred to as “this offering” and “this non-public offering”) on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects made a commitment that the company’s measures to fill the return can be effectively implemented. In combination with the specific situation of the adjustment of the non-public offering of a shares, the company revised the diluted immediate return of A-Shares and the measures to fill in the return. The relevant matters are hereby announced as follows: I. The impact of the diluted immediate return of the non-public offering on the company’s main financial indicators
(I) main assumptions of financial index calculation
1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies and industrial development; 2. Considering that the review and issuance of this non-public offering will take a certain period of time, it is assumed that the company’s non-public offering will be completed by the end of April 2022. The assumed completion time is only used to calculate the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, and the actual completion time of the offering after being approved by the CSRC shall prevail;
3. When predicting the total share capital of the company, based on the total share capital of 5262358594 shares on the disclosure date of this plan, only the impact of this non-public offering of shares is considered, and other factors (such as conversion of capital reserve to share capital and stock dividend distribution) leading to changes in the total share capital of the company are not considered;
4. The total share capital of the company before the issuance is 5262358594 shares. Assuming that it is calculated according to the upper limit of the number of shares issued in this non-public offering, that is, 149216612 shares are issued, all of which are new shares. The specific number of shares issued is subject to the number of shares approved by the CSRC;
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 and investment income) is not considered;
6. Due to the periodicity of the pig breeding industry, the calculation basis of the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 adopts the arithmetic average of the profit in the past three years (2019, 2020 and 2021), of which the estimated net profit in 2021 is the annualized result of the net profit from January to September 2021. Assuming that the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 is calculated based on the performance growth of – 10%, 0% and 10% respectively:
(1) After deducting non recurring profits and losses, the net profit attributable to the shareholders of the listed company in 2022 decreased by 10% compared with the arithmetic average of the last three years, i.e. 13439.4308 million yuan;
(2) The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 remains unchanged compared with the arithmetic average of the last three years, i.e. 14932700800 yuan;
(3) After deducting non recurring profits and losses, the net profit attributable to shareholders of Listed Companies in 2022 increased by 10% compared with the arithmetic average of the last three years, that is, 16425970900 yuan;
7. It is assumed that there will be no new cash dividends, bonus shares and no conversion of provident fund into share capital in 2022. The profit distribution plan is only used to calculate the impact of this issuance on the diluted immediate return, and the actual dividend shall be subject to the profit distribution plan deliberated and approved by the general meeting of shareholders of the company;
8. The impact of this offering on the immediate return is calculated without considering the impact of the raised funds on the issuer’s production and operation, financial status and other factors.
The above assumptions are only to calculate the dilution impact of this non-public offering on the main financial indicators of the company’s immediate return, and do not represent the company’s judgment on the operation and financial situation in 2021 and 2022, nor constitute a profit forecast. The realization of the company’s income in 2021 and 2022 depends on the national macroeconomic policy, industry development, market competition The company’s business development and many other factors have great uncertainty. 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 main indicators of the company
Based on the above assumptions, the company calculated the impact of this non-public offering on the main income indicators at the spot as follows:
Project year 2022 / December 31, 2022
Before and after this offering
Common stock capital at the end of the period (10000 shares) 526235.86 541157.52
Preferred stock capital at the end of the period (10000 shares) 2475.93 2475.93
Total funds raised in this offering (10000 yuan) – 600000.00
Hypothesis 1: the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 is 10% lower than the arithmetic average of the last three years, that is, 13439.4308 million yuan
Net profit attributable to shareholders of listed company after deducting non recurring profit and loss (10000 yuan) 1343943.08 1343943.08
Net profit attributable to common shareholders of the listed company after deducting non recurring profits and losses (10000 yuan) 1327106.75 1327106.75
Basic earnings per share excluding non recurring gains and losses (yuan / share) 2.53 2.48
Diluted earnings per share excluding non recurring gains and losses (yuan / share) 2.49 2.45
The weighted average return on net assets after deducting non recurring profits and losses is 22.20% and 20.80%
Hypothesis 2: the net profit attributable to shareholders of the listed company after deducting non recurring profits and losses in 2022 remains unchanged compared with the arithmetic average value of the last three years, i.e. 1493.27008 million yuan
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses (10000 yuan) 1493270.08 1493270.08
Net profit attributable to common shareholders of the listed company after deducting non recurring profits and losses (10000 yuan) 1476433.76 1476433.76
Basic earnings per share excluding non recurring profit and loss (yuan / share) 2.81 2.76
Diluted earnings per share excluding non recurring gains and losses (yuan / share) 2.77 2.72
The weighted average return on net assets after deducting non recurring profits and losses is 24.39% and 22.88%
Hypothesis 3: the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 increased by 10% compared with the arithmetic average value of the last three years, that is, 16425970900 yuan
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses (10000 yuan) 1642597.09 1642597.09
Net profit attributable to common shareholders of the listed company after deducting non recurring profits and losses (10000 yuan) 1625760.77 1625760.77
Basic earnings per share excluding non recurring gains and losses (yuan / share) 3.10 3.04
Diluted earnings per share excluding non recurring gains and losses (yuan / share) 3.04 2.99
The weighted average return on net assets after deducting non recurring profits and losses is 26.53% and 24.90%
The above assumptions, analysis and description of the impact on the company’s main financial indicators after the non-public offering of shares do not represent the company’s commitment to the profitability and cash dividends in 2021 and 2022, nor does it represent the company’s judgment on the operation and trend in 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.
2、 Risk tips for diluting the immediate return of this non-public offering
After the completion of this non-public offering, the company’s share capital and net assets will increase. As it will take some time for the raised funds to generate benefits, the net profit of the company may not grow synchronously with the share capital and net assets in the short term. It is expected that the current earnings per share and return on net assets of the company in the year when the funds raised by the non-public offering are in place will be diluted. 3、 Explanation of the board of directors on the necessity and rationality of this non-public offering
This non-public offering is conducive to improving the company’s financial situation and enhancing the company’s competitiveness. This non-public offering is in line with the company’s overall strategic planning, conducive to enhancing the company’s profitability and in line with the interests of the company and all shareholders of the company. For the analysis of the necessity and rationality of the raised funds, see the feasibility analysis report on the application of the raised funds of A-share non-public development banks in 2021 (Revised Draft) issued by the company on the same day. 4、 The relationship between the use of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc. engaged in the investment projects of the raised funds
After deducting the issuance expenses, the funds raised by the company’s non-public offering are intended to be used to supplement working capital, which can effectively improve the company’s financial situation, provide good support for the company’s existing business, help the company expand its business scale, improve its market share, enhance the company’s anti risk ability, and further improve its profitability and core competitiveness. The purpose of the raised funds does not involve specific construction projects and the company’s reserves in relevant project personnel, technology, market, etc. 5、 Measures taken by the company to dilute the immediate return of this non-public offering
In order to reduce the impact of diluting the immediate return of this non-public offering, the company plans to take various measures to prevent the risk of diluting the immediate return and realize the sustainable development of the company’s business, so as to thicken the future income, fill in the return of shareholders and fully protect the interests of minority shareholders. The company plans to take the following measures to fill the immediate return:
(I) strengthen the supervision of the raised funds to ensure the rational and legal use of the raised funds
In order to standardize the management and application of the company’s raised funds and effectively protect the legitimate rights and interests of investors, the company has formulated the raised funds management system, which clearly stipulates the storage, use, supervision and accountability of the raised funds. The company will strictly manage the use of raised funds in accordance with the requirements of relevant laws and regulations and the management system of raised funds, ensure the use of raised funds, cooperate with the regulatory bank and the recommendation institution in the inspection and supervision of the use of raised funds, and ensure the standardized and reasonable storage and legal and compliant use of raised funds.
(II) accelerate the development of the company’s main business and improve the company’s profitability
The company will continue to accelerate the development of its main business and improve its profitability by expanding production capacity and continuously developing the market.
(III) improve the profit distribution policy and strengthen the return mechanism for investors
The articles of Association defines the profit distribution principles, distribution methods, distribution conditions and decision-making procedures and mechanisms for profit distribution, and formulates a clear return plan for shareholders. Guided by the profit distribution policy stipulated in the articles of association, the company will continue to improve and strictly implement the cash dividend policy on the basis of fully listening to the opinions of the majority of minority shareholders and in combination with the company’s business situation and development plan, and strive to improve shareholders’ investment
