Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022022 Yunnan Energy Investment Co.Ltd(002053)
Measures for diluting immediate return and filling in non-public issuance of a shares
And announcement of 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.
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) The relevant requirements of the 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 for major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has analyzed the possible impact of this non-public offering of shares on the immediate return, and formulated specific measures to fill the return. The relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the return. The details are as follows: first, the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators
(I) basic assumptions
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and product market;
2. Assuming that the non-public offering is expected to be completed in September 2022, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the main financial indicators, and the final time shall be subject to the actual completion time approved by the CSRC;
3. The upper limit of the total funds raised by this non-public offering of shares is 1865890500 yuan (including this number) (regardless of the impact of issuance expenses), and the upper limit of the number of shares issued is 228293569 shares (including this number). The above total amount of raised funds and issuance quantity are only estimated values and are only used to calculate the diluted immediate return of this non-public offering
The impact on the main financial indicators does not represent the total amount of funds raised and the number of shares issued; This non-public offering
The actual amount of funds raised by the shares will be subject to the approval of the regulatory authorities, the issuance and subscription conditions and the issuance expenses
And other conditions are finally determined;
4. According to the 2021 annual performance express disclosed by the company on February 11, 2022, the company 2021
The net profit attributable to the owners of the parent company in was 244042200 yuan; After deducting non recurring profits and losses, the net profit attributable to the owner of the parent company is 189627500 yuan. 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 will be calculated according to the balance, increase by 10% and increase by 20% respectively on the basis of 2021;
5. Based on the principle of prudence, the impact on the company’s production, operation and finance after the funds raised in this issuance are received is not considered
The impact of business conditions;
6. When calculating the change of the company’s total share capital at the end of the period before and after this issuance, only the impact of this issuance on the total share capital is considered
Other possible equity changes will not be considered.
The above assumptions are only used to calculate the impact of the diluted immediate return of the non-public offering on the company’s main financial indicators
The impact of does not represent the company’s judgment on the future operation situation and trend, nor does it constitute the company’s profit forecast; The actual operation of the company is affected by many factors such as macroeconomic environment, industrial policy and industrial development status, and there is uncertainty; Investors should not make investment decisions based on this, which will cause losses
In case of loss, the company shall 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 non-public offering of shares on the main financial indicators
The body is as follows:
Project year 2021 year 2022 year
Before and after this offering
Total share capital at the end of the period (10000 shares) 760978676097869892721
Scenario 1: the company’s 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 are the same as that in 2021
Net assets attributable to owners of the parent company
Profit (10000 yuan) 244042224404222440422
Attributable after deducting non recurring profits and losses
Net profit attributable to owners of parent company 189627518962751896275
(10000 yuan)
Basic earnings per share (yuan / share) 0.32 0.32 0.30
Diluted earnings per share (yuan / share) 0.32 0.32 0.30
Basis after deducting non recurring profit and loss
Earnings per share of the company (yuan / share) 0.25 0.25 0.23
After deducting non recurring profit and loss
Earnings per share (yuan / share) 0.25 0.25 0.23
Scenario 2: the company’s 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 increased by 10% compared with 2021. The net profit attributable to the owner of the parent company
Profit (10000 yuan) 244042226844642684464
Attributable after deducting non recurring profits and losses
Net profit attributable to owners of parent company 189627520859022085902
(10000 yuan)
Basic earnings per share (yuan / share) 0.32 0.35 0.33
Diluted earnings per share (yuan / share) 0.32 0.35 0.33
Basis after deducting non recurring profit and loss
Earnings per share of the company (yuan / share) 0.25 0.27 0.25
After deducting non recurring profit and loss
Earnings per share (yuan / share) 0.25 0.27 0.25
Scenario 3: the company’s 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 increased by 20% compared with 2021. The net profit attributable to the owner of the parent company
Profit (10000 yuan) 244042229285062928506
After deducting non recurring profits and losses, it belongs to 189627522755302275530
Net profit from owners of parent company (10000 yuan)
Basic earnings per share (yuan / share) 0.32 0.38 0.36
Diluted earnings per share (yuan / share) 0.32 0.38 0.36
Basis after deducting non recurring profit and loss
Earnings per share of the company (yuan / share) 0.25 0.30 0.28
After deducting non recurring profit and loss
Earnings per share (yuan / share) 0.25 0.30 0.28
Note: earnings per share shall be 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.
According to the above calculation, after the completion of this non-public offering, it is expected that the basic earnings per share and diluted earnings per share of the company may decline to a certain extent in the short term. Therefore, the immediate return of the company will be diluted to a certain extent in the short term. According to the prediction of the project feasibility study report, the financial internal rate of return of the capital of this raised investment project is higher than 8%; With the completion and operation of raised investment projects, the company’s return is expected to be significantly higher than that at present without considering future development and changes.
2、 Risk tips for diluted immediate return of this offering
After the completion of this non-public offering, the scale of the company’s share capital and net assets will increase significantly. As it takes a certain time to implement the investment projects with raised funds and generate economic benefits, the company’s earnings per share index will decline in a short time, and there is a risk that the immediate return will be diluted. However, with the gradual realization of the benefits of raising funds, this situation will be gradually improved. The company hereby reminds investors to pay attention to the risk that this non-public offering may dilute the immediate return.
3、 Necessity and rationality of the board of directors choosing this non-public offering
(I) this non-public offering is the inevitable choice for the company to complete the “8 + 3” new energy planning goal of Yunnan Province and alleviate the structural contradiction between power supply and demand
According to the plan for moderate development and utilization of new energy in suitable areas of Yunnan Province, the demand for electricity in Yunnan Province is growing rapidly, and it is expected that there will be an obvious shortage of electricity supply in 2023. In March 2020, Yunnan Province deployed the “8 + 3” new energy planning. This non-public offering is an important measure for the company to complete the “8 + 3” new energy planning goal of Yunnan Province. After the implementation of the raised investment project, the company’s installed wind power capacity will be increased by 1450 MW, which will help to alleviate the social and environmental benefits of the company.
(II) this non-public offering is the inevitable choice for the company to solve the fund demand of raised investment projects, improve the future debt financing ability and enhance the anti risk ability
The total amount of investment required by the company’s raised investment projects is large. The funds raised through this non-public offering can not only solve some capital needs of raised investment projects, but also improve the space and ability of debt financing in the future; At the same time, after the issuance, the total assets and net assets of the company will increase accordingly, the capital structure allocation will be further optimized, and the anti risk ability will be enhanced. Therefore, it is necessary and reasonable for the company to raise funds through this non-public offering. 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
The company’s main business covers salt industry, natural gas and wind power, of which the wind power sector is the development, construction and operation of wind power projects. All the funds raised by the company’s non-public offering will be used for wind power projects, promote the company’s wind power installed capacity to increase significantly, and significantly increase the proportion of new energy business. This is not only conducive to further consolidate the company’s new energy enterprise attribute, but also conducive to the further development of the company’s new energy business in the future, strengthen the company’s market position in the new energy industry, and consolidate the company’s dual main business development pattern of “clean energy + salt”. After the completion of this non-public offering, the company’s business scope and main business will not change significantly, and the company’s assets and business scale will be further expanded.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Talent reserve
The company has always attached importance to talent training and reserve. Combined with the operation accumulation of its subordinate wind power sector, the company has built a high-quality wind power business core management team and excellent technical team, with sufficient talent reserve. The investment project of the raised funds is the development, construction and operation of the company’s main business wind power project, and the existing core management and technical personnel can provide strong support for the project construction and operation. In the future, according to the needs of business development, the company will continue to accelerate the personnel recruitment and training plan, continuously enhance the personnel reserve, and ensure the smooth implementation of the investment projects with raised funds.
2. Technical reserve
The four subsidiaries of the company’s wind power sector have created a number of professional and experienced technical teams with rich experience and mature technology in the field of new energy development. It has good technical reserves in the early project site selection, available resources prediction, project construction and later project operation. 3. Market reserve
The investment project of the raised funds meets the requirements of the national development of new energy power generation projects, and is applicable to the national full guaranteed purchase system of renewable energy power generation. According to the renewable energy law and the measures for the administration of full guaranteed purchase of renewable energy power generation, power grid enterprises will fully purchase the on grid power of renewable energy power generation projects within the planning scope (including wind power generation, Cecep Solar Energy Co.Ltd(000591) power generation, biomass power generation, geothermal power generation, marine energy power generation and other non fossil energy power generation). The investment project of the raised funds meets the requirements of the national wind power project development, and is applicable to the national full guaranteed acquisition system of renewable energy power generation. After the completion of the above-mentioned projects, the power grid company where the project is located will assume the guarantee acquisition responsibility for the power generation of the project.
To sum up, the company has sufficient reserves in terms of personnel, technology and market, which can ensure the smooth implementation of raised investment projects. 5、 Filling measures for diluting the immediate return of this non-public offering
In order to protect the interests of investors, ensure the effective use of the company’s raised funds, prevent the risk of dilution of immediate return and improve the ability to return to the company’s shareholders, the company plans to take the following measures:
(I) guarantee the investment progress of the raised investment project and maximize the benefits
All the funds raised by the company in this non-public offering are intended to be used for wind power projects and raised for investment
