Securities code: Shenzhen Xfh Technology Co.Ltd(300890) securities abbreviation: Shenzhen Xfh Technology Co.Ltd(300890) Announcement No.: 202215
Shenzhen Xfh Technology Co.Ltd(300890)
On the issue of shares to specific objects through summary procedures
Proposal on diluting immediate return, taking filling measures 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.
According to the 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, major asset restructuring and dilution of immediate return (announcement [2015] No. 31 of China Securities Regulatory Commission) requires that the company carefully analyzes the impact of this issuance on the dilution of immediate return, and analyzes the impact of this issuance on the company’s main financial indicators and the measures taken by the company as follows:
(I) impact of diluted immediate return on the company’s main financial indicators
The basic information and assumptions of the impact of diluted immediate return on the company’s main financial indicators are as follows:
1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies and industrial development; 2. It is assumed that the company will complete this offering at the end of June 2022. This completion time is only used to calculate this issue
If the investment decision is made at the spot, the company shall not be liable for the loss caused by the investor’s commitment, and the investment decision shall not affect the actual return of the investor. Finally, the actual completion time after the issuance is approved by the CSRC shall prevail;
3. When predicting the total share capital of the company, the total share capital of the company is 100 million as of the announcement date of this issuance plan
Based on shares, only the impact of this issuance of shares is considered, and other factors (such as conversion of capital reserve to share capital, equity incentive, option incentive exercise, share repurchase cancellation, etc.) leading to changes in the total share capital of the company are not considered;
4. Assuming that the upper limit of the number of shares issued this time is 30 million shares, the total amount of funds raised is
22 million yuan, regardless of the impact of issuance costs. The total amount of the above-mentioned raised funds and the number of shares issued are only for the company
For the estimation used in this calculation, the total amount of funds actually raised and the number of shares issued shall be subject to the total amount of funds actually raised and the number of shares issued after the final approval of the CSRC;
5. It is assumed that the net profit before and after deducting non recurring profit and loss in 2022 will decrease by 10% respectively compared with that in 2021 Increase by 10% (the above data does not represent the company’s profit forecast for future profits, but is only used to calculate the impact of the diluted immediate return of this issuance on the main indicators. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not bear the liability for compensation);
6. It is assumed that the company will distribute 20% of the distributable profits realized in 2021 in cash and complete the implementation in September 2022. The amount of cash dividends distributed in 2022 is only an assumption based on the purpose of calculation and does not constitute the company’s commitment to the distribution of cash dividends.
7. When predicting the company’s operating performance, the impact of the use of raised funds on the company’s production and operation and financial status (such as financial expenses) after the arrival of the funds raised in this issuance is not considered.
Based on the above assumptions, the impact of this issuance of shares on the company’s earnings per share is as follows:
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
Total share capital (10000 shares) 10 Ping An Bank Co.Ltd(000001) 0 Ping An Bank Co.Ltd(000001) 300000
Assumption (1): the net profit attributable to the owner of the parent company before / after deducting non recurring profits and losses in 2022 is 10% lower than that in 2021
Net profit attributable to shareholders of the parent company (998394898555 yuan)
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.9984 0.8986 0.7814
After deducting non recurring gains and losses, the basic earnings per share is 1.0266 0.9239 0.8034 (yuan / share)
Weighted average return on net assets 9.21%, 7.57%, 6.93%
Assumption of weighted average return on net assets of 9.47%, 7.78% and 7.12% after deducting non recurring profit and loss (2): the net profit attributable to the owner of the parent company before / after deducting non recurring profit and loss in 2022 is the same as that in 2021
Net profit attributable to shareholders of the parent company (998394 yuan)
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses (RMB 10000)
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
Basic earnings per share (yuan / share) 0.9984 0.9984 0.8682
After deducting non recurring gains and losses, the basic earnings per share is 1.0266 1.0266 0.8927 (yuan / share)
Weighted average return on net assets 9.21%, 8.38%, 7.67%
Assumption of weighted average return on net assets of 9.47%, 8.60% and 7.88% after deducting non recurring profits and losses (3): the net profit attributable to the owner of the parent company before / after deducting non recurring profits and losses in 2022 is 10% higher than that in 2021
Net profit attributable to shareholders of the parent company (9983941098233 yuan)
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.9984 1.0982 0.9550
After deducting non recurring profit and loss, the basic earnings per share is 1.0266 1.1292 0.9819 (yuan / share)
Weighted average return on net assets 9.21%, 9.18%, 8.40%
After deducting non recurring profits and losses, the weighted average return on net assets is 9.47%, 9.42% and 8.63%
It is estimated that after this issuance, the company’s earnings per share index has dilution risk in the short term, but in the long run, the implementation of this raised investment project will help to improve the company’s comprehensive strength and market competitiveness, enhance the company’s profitability, bring better investment returns to the company and investors, and promote the sustainable and stable development of the company.
(II) measures taken by the company to dilute the immediate return of this offering
In order to ensure the effective use of the funds raised in this offering, effectively prevent the risk of dilution of immediate return and improve the ability of return in the future, the company plans to continuously improve its operating performance and profitability by strengthening the development of its main business, strengthening the construction of operation management and internal control, strictly implement the management system of raised funds and ensure the rational and standardized use of raised funds, Continuously improve corporate governance and profit distribution policies, strengthen investor return mechanism and other measures, so as to improve asset quality, increase operating income, thicken future income and achieve sustainable development, so as to fill the return. Specific measures are as follows:
1. Ensure the standardized and effective use of the raised funds and realize the expected return of the project
After the funds raised from this offering are received, the company will open a special account for the raised funds determined by the board of directors, and sign a tripartite supervision agreement with the Bank of deposit and the sponsor to ensure that the raised funds are used exclusively. At the same time, the company will strictly abide by the provisions of the fund management system and the raised fund management system, perform the approval procedures of fund expenditure when investing in the raised fund project, clarify the relevant responsibilities of each control link, apply, approve and use the raised fund according to the project plan, and conduct internal assessment and audit on the use.
2. Actively and steadily implement investment projects with raised funds
The raising project can effectively optimize the company’s business structure, actively explore new market space, consolidate and enhance the company’s market position and competitiveness, and enhance the company’s profitability. The company has fully completed the preliminary feasibility study of the raised investment project, deeply understood and analyzed the industries involved in the raised investment project, and finally formulated the project plan in combination with the industry trend, market capacity, technical level and the company’s own basic situation. After the raised funds are in place, the company will accelerate the implementation of the raised investment projects, strive for the early operation of the raised investment projects and achieve the expected benefits.
3. Improve capital operation efficiency
The company will further improve the efficiency of capital operation, reduce the company’s operating costs, improve the company’s operating performance by accelerating the research and development of new products and market promotion, deal with the risks brought by industry fluctuations and industry competition, and ensure the company’s long-term competitiveness and sustainable profitability.
4. Improve internal control, strengthen fund use management and assessment of management
Further improve internal control, strengthen fund management, prevent funds from being misappropriated, and improve the efficiency of fund use. Strictly control the company’s expenses, strengthen cost control and improve the company’s profit margin. Strengthen the assessment of the management, link the salary level of the management with the operating benefits of the company, and ensure that the management is conscientious and diligent.
5. Other ways
The company promises to continuously improve various measures to fill the diluted immediate return in accordance with the specific rules and requirements issued by the CSRC, stock exchange and other regulatory institutions in the future.
(III) public commitment of all directors and senior managers of the company to ensure that the company’s measures of filling and return are effectively implemented
In order to ensure that the company’s compensation measures can be effectively implemented, all directors and senior managers of the company make the following commitments:
“1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways;
2. I promise to restrict my job consumption behavior;
3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to my performance of duties; 4. I promise that the salary system formulated by the board of directors or the salary and assessment committee will be linked to the implementation of the company’s compensation measures;
5. If the company subsequently launches the company’s equity incentive policy, I promise that the exercise conditions of the company’s equity incentive to be announced will be linked to the implementation of the company’s filling return measures;
6. From the date of issuance of this commitment to the completion of the company’s issuance of shares to specific objects through simple procedures, if the CSRC makes new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC. “
(IV) the commitment made by the controlling shareholder and actual controller of the company that the company’s compensation and return measures can be effectively implemented
In order to ensure that the company’s compensation and return measures can be effectively implemented, the controlling shareholder and actual controller of the company make the following commitments:
“1. I promise not to encroach on the interests of the listed company and not to interfere in the operation of the listed company;
2. If the company / I violates the above commitments and causes losses to the listed company or investors, the company / I is willing to bear the liability for compensation to the listed company or investors according to law;
3. From the date of issuance of this commitment to the completion of the company’s issuance of shares to specific objects through simple procedures, if the CSRC makes new regulatory provisions on filling return measures and commitments, and the above commitments can not meet the provisions of the CSRC, the company / we promise at that time
