Securities code: Xiamen Meiya Pico Information Co.Ltd(300188) securities abbreviation: Xiamen Meiya Pico Information Co.Ltd(300188) Announcement No.: 202220 Xiamen Meiya Pico Information Co.Ltd(300188)
Announcement on risk tips and filling measures for diluting immediate return after 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.
Xiamen Meiya Pico Information Co.Ltd(300188) (hereinafter referred to as the “company”) intends to issue shares to specific objects (hereinafter referred to as the “issuance”), 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 provisions of several 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) issued by the China Securities Regulatory Commission and other regulations and normative documents, When a listed company issues shares (including preferred shares) and convertible bonds, purchases, sells and replaces major assets of the listed company, and purchases assets by issuing shares of the listed company, it shall disclose the change trend of the company’s earnings per share in the year when the financing funds are in place or the major asset reorganization is completed relative to the earnings per share of the previous year.
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 carefully analyzed the impact of this issuance on the dilution of immediate return, and put forward the plan of measures to be taken to fill the return. The directors, senior managers and controlling shareholders have made commitments to the practical implementation of the measures to fill the return. The details are as follows:
1、 Matters related to diluting the immediate return by issuing shares to specific objects this time
(I) impact of this issuance of shares to specific objects on dilution of shareholders’ immediate return
1. Main assumptions and premises of the analysis
(1) There are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and market conditions of the company;
(2) It is assumed that the issuance will be completed by the end of September 2022 (the completion time is only used to calculate the impact of the diluted immediate return on the main financial indicators of the issuance to specific objects, and the final decision will be subject to the decision of China Securities Regulatory Commission to agree to the registration and the actual completion time of the issuance);
(3) When predicting the total share capital of the company after this issuance, the total share capital of the company on December 31, 2021 is 807122669 shares as the base, and the impact of other factors other than the number of shares issued this time (such as conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation, etc.) on the total share capital of the company is not considered;
(4) Assuming that the actual number of shares issued and the total amount of funds raised in this issuance are the upper limit of this issuance scheme, that is, the number of shares issued is 61838893 shares (the final number of shares issued is subject to the number of shares registered and actually issued with the consent of the CSRC), and the total amount of funds raised is 760 million yuan (regardless of the impact of issuance expenses);
(5) According to the company’s performance express in 2021, the net profit attributable to the owner of the parent company in 2021 is preliminarily calculated to be 3103719 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 273037 million yuan.
Assuming that the net profit attributable to the owner of the parent company in 2021 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are 3103719 million yuan and 27.301 million yuan respectively; 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 calculated respectively according to the performance growth of 0%, 5% and 10% on the above basis. 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;
(6) Do not consider the impact of the use of the funds raised in this issuance on the company’s production and operation and financial status (such as operating income, financial expenses, investment income), etc;
The above assumptions are only to calculate the impact of the diluted immediate return of this issuance on the main financial indicators, and do not represent the company’s judgment on the operation and trend of the future year, nor do they constitute a profit forecast. 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. Impact of this issuance on relevant financial indicators of the company
Based on the above assumptions, the company calculated the impact of this issuance to specific objects on the dilution of shareholders’ immediate return, as follows:
Project 20202021 2022
/December 31, 2020 / December 31, 2021 before and after this offering
Number of ordinary shares (10000 shares) 8066666807122780712278689616
Scenario 1: the net profit level of the company in 2022 is the same as that in 2021
Net profit attributable to common shareholders of the company (10000 yuan) 3746210310371931037193103719
Net profit attributable to shareholders of 3410653273013727301372730137 ordinary shares of the company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.47 0.39 0.38 0.38
Diluted earnings per share (yuan / share) 0.47 0.39 0.38 0.38
Scenario 2: the net profit level of the company in 2022 will increase by 5% year by year compared with that in 2021
Net profit attributable to common shareholders of the company (10000 yuan) 3746210310371932589053258905
Net profit attributable to shareholders of 3410653273013728666442866644 ordinary shares of the company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.47 0.39 0.40 0.40
Diluted earnings per share (yuan / share) 0.47 0.39 0.40 0.40
Scenario 3: the net profit level of the company in 2022 will increase by 10% year by year compared with that in 2021
Net profit attributable to common shareholders of the company (10000 yuan) 3746210310371934140913414091
Net profit attributable to shareholders of 34106532730137 Ourpalm Co.Ltd(300315) 1 Ourpalm Co.Ltd(300315) 1 ordinary shares of the company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.47 0.39 0.42 0.42
Diluted earnings per share (yuan / share) 0.47 0.39 0.42 0.42
Note: earnings per share shall be in accordance with the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – net assets
Calculation and disclosure of yield and earnings per share (revised in 2010).
According to the above assumptions and calculations, without considering the use efficiency of the raised funds, after the completion of this issuance,
The total share capital of the company will increase, and there is a risk that the earnings per share of the company will be diluted in 2022.
(II) necessity and rationality of issuing shares to specific objects
1. Necessity of investment of the raised funds
(1) Stabilize the company’s ownership structure, strengthen shareholder support and boost industrial synergy
In 2019, SDIC smart became the controlling shareholder of the company. SDIC smart is a wholly-owned subsidiary of SDIC group,
SDIC group is an important state-owned backbone enterprise directly managed by the central government, and the actual controller of the company is the state-owned assets of the State Council
Committee. After the issuance, SDIC intelligence is expected to further increase the shareholding ratio, consolidate stable control and
It helps to deepen the advantages of central enterprises, strengthen shareholder support and enhance industrial synergy.
As an important member enterprise of SDIC group, while strengthening the resource coordination with SDIC group, the company closely focuses on the industrial layout, forms and continuously expands the industrial ecological chain, including wholly-owned, holding, equity participation and upstream and downstream industrial chain enterprises, and cooperates in technical cooperation, resource complementarity and business synergy. Through this issuance, first, it will help the company maintain its leading position in the electronic data forensics industry, consolidate the leading advantage of big data industry, promote product transformation, expand and improve the industrial chain, and create a new business collaboration model. Second, it helps the company to deepen the collaborative development with SDIC in the fields of national ministries and key industry standard formulation and expansion, cultivation of major scientific research projects, public safety big data expansion, smart city big data solutions, network and big data security, enterprise digital transformation and so on, so as to enhance the industrial competitiveness. Third, it will help the company strengthen the complementary advantages with SDIC, enable the company to develop scientifically, high-quality and sustainably, and jointly contribute to the development of digital economy. The company will further rely on the resource advantages of SDIC intelligence and SDIC group to improve its ability to undertake large-scale projects, obtain more market opportunities and stabilize the development foundation. Fourth, it helps the company to promote the business development of the company in the fields of digital government, taxation, enterprises and institutions and social governance, expand the breadth and depth of industry services, and jointly promote the modernization of national cyberspace security and social governance through industrial empowerment and resource coordination, relying on the advantages of Technology and industry experience in the field of justice and administrative law enforcement, Achieve high-quality development.
(2) Grasp the development opportunities of the industry and meet the capital needs of the company’s business expansion
The 14th five year plan for national economic and social development of the people’s Republic of China and the outline of long-term objectives for 2035 clearly put forward the need to promote the construction of a network power, accelerate the construction of a digital economy, digital society and digital government, and drive the transformation of production mode, life mode and governance mode with digital transformation as a whole. As a leader in China’s electronic data forensics industry and a leading public security big data enterprise controlled by SDIC group, the company actively arranges the field of Cyberspace Security and big data intelligence, and provides Cyberspace Security, big data intelligence and Network open source intelligence, intelligent equipment manufacturing and other related products and support services, strive to give full play to and output their own technological and resource advantages, and empower the development of digital economy industry.
Facing the broad prospect of digital economy in the future, the company complies with the development trend and market demand of the industry, constantly improves the market layout and expands the scale of serving customers. The intelligent business of public security big data extends from the construction of departmental and provincial platforms to the municipal, district and county levels, from the construction of public security information to the direction of public security video big data, and then to the direction of intelligent policing. In China, the business of electronic data forensics is expanded by judicial organs to administrative law enforcement departments such as taxation, customs, municipal supervision and emergency response, as well as industries such as large enterprises and institutions; Abroad, China will one belt, one road, and the other countries export Cyberspace Security to China.
The continuous development of business puts forward higher requirements for the company’s financial strength and technical strength, and sufficient funds are needed to boost future development. The raised funds will help the company better grasp the industrial development opportunities, implement the guidance on industrial policies in the 14th five year plan, and help the company achieve the objectives of the 14th five year strategic plan.
(3) Provide strong support for the company’s development strategy and product technology research and development
Guided by the intelligent strategic planning of SDIC and SDIC, and taking serving the national network power strategy as its own responsibility, the company is committed to becoming China’s first-class national team for Cyberspace Security and social governance, and initially build a “world-class big data enterprise”. In order to achieve the above objectives, the company has also formulated the 14th five year development plan to open up a new development track based on traditional advantages. Based on the intelligent and forensics technology, we will expand to the direction of big data in China’s big city, based on the precipitation of smart and electronic data
