Securities code: 002288 securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2021-066 Guangdong Chaohua Technology Co.Ltd(002288)
Diluted spot return on non-public offering of A-Shares in 2021
And announcement of 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.
Tips on major issues:
The following analysis and description of the company’s main financial indicators after the non-public offering of A-Shares does not represent the company’s judgment on the future operation and trend, nor does it constitute the company’s profit forecast. Investors should not make investment decisions only based on such analysis and description. If investors make investment decisions based on this, the company will not bear any responsibility.
Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as “the company”) plans to make a non-public offering of A-Shares (hereinafter referred to as “this offering” or “this non-public offering”). 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) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement of China Securities Regulatory Commission [2015] According to the requirements of relevant laws, regulations and normative documents, in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering on the diluted immediate return, and put forward specific measures to fill the return, as follows:
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(i) Main assumptions
The following assumptions are only used to calculate the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast. The company shall not be liable for any loss caused by the investor’s investment decision.
It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, securities industry, product market and the company’s business environment.
2. Assuming that the non-public offering is completed by the end of June 2022, the completion time is only used to calculate the impact of the non-public offering on the diluted immediate return, and the final time shall be subject to the actual completion time approved by the CSRC.
3. Assuming that the number of shares issued this time is 100000000 and the total amount of funds raised is 722 million yuan, the relevant issuance expenses are not considered in this calculation; The number of shares in this non-public offering and the scale of funds raised will be finally determined according to the number of shares agreed by the regulatory authorities, issuance and subscription, issuance expenses, etc.
4. It is assumed that in 2022, except for this non-public offering, there are no other factors leading to the change of the company’s total share capital.
5、 The audited net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2020 was 35.5547 million yuan (after deducting non recurring profits and losses), according to the actual situation of the company’s operation and the principle of prudence, it is assumed that the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021 will remain unchanged from that in 2020, i.e. RMB 35.5547 million. It is assumed that the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2022 will remain flat, increase by 10% or decrease by 10% compared with that in 2021 It is only used to calculate the impact of the diluted spot return of the non-public offering of A-Shares on the main financial indicators, does not represent the company’s judgment on the future operation and trend, nor does it constitute the company’s profit forecast.
6. Except for the investment projects invested with the raised funds, other impacts on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds of this issuance are not considered.
7. When predicting the net assets of the company, the impact of other factors other than raised funds and cash dividends on the net assets is not considered; The impact of non recurring profit and loss and other factors on the company’s financial position is not considered.
8. Without considering the impact of dividends, this assumption is only used for prediction, and the actual dividends shall be subject to the company’s announcement. 9. The impact of other force majeure factors on the company’s financial situation is not considered.
（2） Impact on the company’s main financial indicators
Based on the above assumptions, the company has calculated the impact of this non-public offering on the main current income indicators, as follows:
Project year 2021 / year 2021 / year 2022 / December 31, 2022
Before and after the offering on December 31
Total share capital (shares) 93164374931643741031643744
Scenario 1: the net profit attributable to the shareholders of the parent company in 2022 after deducting non recurring profits and losses is the same as that in the previous period
Attributable to parent company after deducting non recurring profit and loss
Net profit of owners of the company (yuan): 3555.473555.473555.47
Basic earnings per share after deducting non recurring profits and losses
Income (yuan / share) 0.03820.03820.0362
Diluted per share after deducting non recurring profit and loss
Income (yuan / share) 0.03820.03820.0362
Scenario 1: the net profit attributable to the shareholders of the parent company in 2022 after deducting non recurring profits and losses increased by 10% compared with the previous period, and the net profit attributable to the parent company after deducting non recurring profits and losses
Net profit of the owner of the company (yuan): 3911.023911.023911.02
Basic earnings per share after deducting non recurring profits and losses
Income (yuan / share) 0.04200.04200.0398
Diluted per share after deducting non recurring profit and loss
Income (yuan / share) 0.04200.04200.0398
Scenario 3: the net profit attributable to the shareholders of the parent company in 2022 after deducting non recurring profits and losses decreased by 10% compared with the previous period, and the net profit attributable to the parent company after deducting non recurring profits and losses
Net profit of the owner of the company (yuan): 3199.923199.923199.92
Basic earnings per share after deducting non recurring profits and losses
Income (yuan / share) 0.03430.03430.0326
Diluted per share after deducting non recurring profit and loss
Income (yuan / share) 0.03430.03430.0326
Note: basic earnings per share and diluted earnings per share are calculated according to the requirements of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return and the provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 9.
（3） Special risk tips for diluting the immediate return of this non-public offering
After the raised funds are in place, the shareholder return still depends on the company’s existing business foundation. Due to the increase of the company’s total share capital, the non-public offering may lead to the decline of the company’s earnings per share index. There is a risk of diluting the company’s immediate return in the year of this non-public offering of a shares. Please invest rationally and pay attention to investment risks.
Meanwhile, in the process of calculating the dilution impact of this issuance on the immediate return, the hypothetical analysis of the net profit attributable to the shareholders of the parent company in 2021 and 2022 after deducting non recurring profits and losses is not the company’s profit forecast. The specific measures to fill in the return prepared to deal with the risk of dilution of the immediate return are not equal to the company’s profit forecast
2、 Analysis on the necessity and rationality of the raised funds and its relevance to the company’s existing business. For the necessity and rationality of this issuance, please refer to the relevant contents of “section IV feasibility analysis of the board of directors on the use of the raised funds” in the plan for non public development of A-Shares in Guangdong Chaohua Technology Co.Ltd(002288) 2021 announced on the same day.
The funds raised in this offering will be used to repay bank loans and supplement working capital. After the raised funds are put into use, it will further optimize the company’s asset liability structure and reduce financial expenses, which is conducive to reducing the company’s financial risk; At the same time, it will provide more working capital support for the company’s main business, which is conducive to promoting the better implementation of the company’s strategic layout.
3、 Specific measures to be taken by the company to fill the immediate return
This offering may lead to a decline in the immediate return of investors. The company plans to take a variety of measures to prevent the risk of dilution of 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 specific measures taken by the company to fill the immediate return are as follows:
(i) Fully implement fine management to reduce cost and increase efficiency
The company focuses on reducing cost and increasing efficiency as the core and comprehensively implements fine management. First, comprehensively implement budget management, focus on the objectives and tasks at the beginning of the year, solidly refine and decompose various budget indicators, prevent fund risks and effectively revitalize the stock funds; Second, implement the independent accounting system in each business division, break through the existing management bottleneck and improve performance by establishing the departmental accounting system linked to the market, cultivating talents with operator awareness and realizing the concept of all employees participating in the operation; Third, improve the performance incentive mechanism, improve the target, task and responsibility system of key posts, and implement the evaluation system; Fourth, reduce the material and energy consumption, reduce the cost and improve the profit margin; Fifth, continuously improve internal control, and effectively avoid business risks by improving various internal control systems and strengthening process monitoring. （2） Strengthen the management of raised funds and ensure the rational and legal use of raised funds
The company will deposit the raised funds in the special account designated by the board of directors in accordance with the raised funds management system and the resolution of the board of directors. The company will use the raised funds for the promised purposes in accordance with the raised funds management system. At the same time, the company will strictly manage the use of raised funds in accordance with relevant laws and regulations and the requirements of the company’s raised funds management system, and actively cooperate with the regulatory bank and the recommendation institution in the inspection and supervision of the use of raised funds, so as to ensure the reasonable and standardized use of raised funds and reasonably prevent the use risks of raised funds.
（3） Strictly implement cash dividends to protect the interests of investors
In order to improve and perfect the company’s scientific, sustainable, stable and transparent dividend policy and supervision mechanism, and actively and effectively repay investors, according to the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by China Securities Regulatory Commission, The company has formulated and improved the relevant provisions on profit distribution in the articles of association, defined the specific conditions, proportion, distribution form and stock dividend distribution conditions of the company’s profit distribution, especially cash dividends, improved the decision-making procedures and mechanisms of the company’s profit distribution and the adjustment principles of profit distribution policies, and strengthened the protection mechanism for the rights and interests of small and medium-sized investors. After this issuance, the company will strictly implement the relevant system of cash dividend and the shareholder dividend return plan in accordance with relevant laws and regulations to protect the interests of investors.
To sum up, the company will comprehensively implement fine management to reduce costs and increase efficiency, strengthen the management of raised funds, ensure the rational and legal use of raised funds, strictly implement the cash dividend system, and actively promote the profit distribution to shareholders on the premise of meeting the profit distribution conditions, so as to improve the company’s ability to return to investors, Effectively reduce the risk that the immediate return of the original shareholders is diluted.
The company’s formulation of the above measures to make up for the return does not guarantee the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation. 4、 The commitment of the controlling shareholders, actual controllers, directors and senior managers of the company that the company’s filling return measures can be effectively implemented
The controlling shareholders, actual controllers, directors and senior managers have made commitments to the effective implementation of the compensation measures, as follows:
(i) Commitments of controlling shareholders and actual controllers
In order to effectively safeguard the legitimate rights and interests of the company and all shareholders, the controlling shareholder and actual controller of the company, Mr. Liang Jianfeng and Mr. Liang Junfeng, make the following commitments:
“1. Do not interfere with the operation and management activities of the company beyond its authority, and do not encroach on the interests of the company.
2. I promise to earnestly fulfill the company’s relevant filling and return measures and any commitments I make on filling and return measures. If I violate or fail to fulfill the above commitments, I agree that China Securities Regulatory Commission, Shenzhen Stock Exchange and other securities regulatory authorities will impose relevant penalties or take relevant regulatory measures on me in accordance with the relevant provisions and rules formulated or issued by them. If I violate or fail to fulfill the above commitments and cause losses to the company or investors, I am willing to bear the liability for compensation according to law.
3. From the issuance date of this commitment to the completion of this offering, such as China Securities Regulatory Commission and other securities regulatory authorities
