Securities code: 600728 securities abbreviation: Pci Technology Group Co.Ltd(600728) Announcement No.: 2022-021 Pci Technology Group Co.Ltd(600728)
Announcement on diluted immediate return of non-public offering of shares, filling measures and commitments of relevant subjects
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.
Pci Technology Group Co.Ltd(600728) (hereinafter referred to as " Pci Technology Group Co.Ltd(600728) " or "the company") held the third extraordinary meeting of the ninth board of directors in 2022 on February 25, 2022, which deliberated and adopted relevant proposals on the company's non-public offering of shares in 2022. This non-public offering of shares still needs to be deliberated and approved by the shareholders' meeting of the company and approved by the CSRC.
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 dilution of immediate return. Now the impact of this non-public offering on the dilution of immediate return and the measures to be taken by the company are described as follows: I. 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 return on net assets of the company may be affected to some extent, and the immediate return may be diluted. However, in the medium and long term, the growth of the capital scale brought by the company's non-public offering 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 a good return on net assets.
1. It is assumed that the company will complete the non-public offering at the end of June 2022 (the completion time is only the company's estimate, and the final time shall be subject to the actual completion time approved by the CSRC);
2. Assuming that the amount of funds raised in this non-public offering is RMB 3.314 billion (excluding the issuance expenses), and the number of shares issued is 414310100 shares, which does not exceed 30% of the total share capital of the company before this non-public offering, after the completion of this offering, the total share capital of the company will increase from 1758229100 shares (up to December 31, 2021) to 2172539200 shares;
3. 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;
4. According to the announcement on performance increase in 2021 announced by the company on January 21, 2022, the company expects to realize the net profit attributable to the shareholders of the listed company in 2021 from 300 million yuan to 360 million yuan, and the net profit deducting non recurring profits and losses attributable to the shareholders of the listed company from 274 million yuan to 334 million yuan. Based on the principle of prudence, it is assumed that the net profits attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 are RMB 330 million and RMB 304 million respectively. On this basis, it is assumed that the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is calculated according to the following three situations: (1) the same as that in 2021; (2) An increase of 20% over 2021; (3) 20% lower than that in 2021;
5. The following calculation does not take into account 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;
6. It is assumed that the impact of the unlocking of restricted shares in 2022 will not be considered;
7. When calculating the dilution of restricted shares to earnings per share in 2022, it is assumed that the average market price of common shares in 2022 is the same as that in 2021;
8. The impact of cash dividends in 2021 and 2022 on earnings per share is not considered;
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 this non-public offering on the company's main financial indicators such as earnings per share, as follows:
Project year end 2021 / year end 2022
Before and after this offering
Total share capital (10000 shares) 175822.91 175822.91 217253.92
The number of shares issued this time (10000 shares) is 41431.01
Scenario 1: the net profit attributable to the shareholders of the listed company (before / after deducting non recurring profits and losses) in 2022 is the same as that of the previous year
33000.00 33000.00 33000.00 net profit attributable to shareholders of the listed company (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of listed company (RMB 10000)
Basic earnings per share (yuan / share) 0.19 0.19 0.17
Diluted earnings per share (yuan / share) 0.19 0.19 0.17
0.18 0.18 0.16 basic earnings per share after deducting non recurring profits and losses (yuan / share)
0.18 0.18 0.16 diluted earnings per share (yuan / share) after deducting non recurring profits and losses scenario 2: the net profit attributable to shareholders of Listed Companies in 2022 (before / after deducting non recurring profits and losses) increased by 20% compared with the previous year
The net profit of 33000.00 39600.00 39600.00 attributable to the shareholders of the listed company (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of listed company: 30400.00 36480.00 36480.00 (10000 yuan)
Basic earnings per share (yuan / share) 0.19 0.23 0.21
Diluted earnings per share (yuan / share) 0.19 0.23 0.21
0.18 0.21 0.19 basic earnings per share after deducting non recurring profits and losses (yuan / share)
0.18 0.21 0.19 diluted earnings per share (yuan / share) after deducting non recurring profits and losses scenario 3: the net profit attributable to shareholders of Listed Companies in 2022 (before / after deducting non recurring profits and losses) decreased by 20% compared with the previous year
33000.00 26400.00 26400.00 net profit attributable to shareholders of the listed company (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of listed company: 30400.00 24320.00 24320.00 (10000 yuan)
Basic earnings per share (yuan / share) 0.19 0.15 0.14
Diluted earnings per share (yuan / share) 0.19 0.15 0.14
0.18 0.14 0.13 basic earnings per share after deducting non recurring profits and losses (yuan / share)
Diluted earnings per share of 0.18 0.14 0.13 after deducting non recurring profits and losses (yuan / share)
Note: the above indicators are calculated in accordance with the 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 (revised in 2010).
According to the above assumptions, compared with that before the issuance, the basic earnings per share and diluted earnings per share of the company have decreased to a certain extent after the issuance.
2、 Special risk tips for diluting the immediate return of this non-public offering
After the issuance, the total share capital and net assets of the company have increased to a certain extent. The funds raised from this non-public offering will be used for the R & D project of digital twin core technology and open platform, the R & D and industrialization project of new generation rail transit digital system, the R & D and industrialization project of new generation transportation digital system for vehicle road coordination, the upgrading and construction project of national sales and service system and supplementary working capital, It is expected that after the use of the raised funds, the company's operating risks 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, and the company's immediate return may be 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 parent company in 2021 and 2022 is not the company's profit forecast, and the specific measures to fill in the return 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 Pci Technology Group Co.Ltd(600728) 2022 feasibility analysis report on the use of funds raised by non-public development banks A shares.
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) the relationship between the investment project of the raised funds and the existing business of the company
After deducting the issuance expenses, the company plans to invest in the R & D project of digital twin core technology and open platform, the R & D and industrialization project of new generation rail transit digital system, the R & D and industrialization project of new generation transportation digital system for vehicle road coordination, the upgrading and construction project of national sales and service system and supplementary working capital, The raised investment projects are in line with the company's current main business development direction. By improving product R & D capability and expanding marketing service network, it is conducive to the company to seize the market, further improve the industry status and profitability, and lay the foundation for the company's medium and long-term strategic development goals.
(II) the company's reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
The implementation of the company's investment project with raised funds has the basis of personnel, technology, market and other aspects. For the project analysis of the investment project with raised funds in the above aspects, see the announcement feasibility analysis report on the use of funds raised by non-public offering of A-Shares in Pci Technology Group Co.Ltd(600728) 2022.
5、 Measures taken by the company to dilute the immediate return and enhance the company's sustainable return ability in this non-public offering
(I) strengthen the promotion of raised investment projects and realize the expected income of the project as soon as possible
The implementation of the investment project raised by this issuance is conducive to expanding the company's market influence, further improving the company's competitive advantage, enhancing the ability of sustainable development, and realizing and safeguarding the long-term interests of shareholders. The company will accelerate the construction of raised investment projects, strive for the completion of the projects as soon as possible, realize the expected income, and make contributions to improving the company's operating performance and profitability, which will help to fill the dilution of shareholders' immediate return caused by this issuance. (II) comprehensively improve the management level of the company and improve the employee incentive mechanism
The company will continue to focus on the existing business and products, further optimize the business process, continue to strengthen market development, and promote the rise of the company's performance and reduce the risk due to the expansion of the existing business scale
