Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Bond Code: 128127 bond abbreviation: Liberal Arts convertible bond Announcement No.: 2021-070
Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement on diluting the immediate return, filling the immediate return measures and commitments of relevant subjects of this non-public offering of a shares
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records
Misleading statements or material 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 CSRC In order to protect the interests of small and medium-sized investors, Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as “the company”) in accordance with the requirements of the guiding opinions on matters related to IPO and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) ）The impact of this non-public offering on dilution of immediate return is carefully analyzed. The specific analysis and the measures taken to fill the return are as follows: I. The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators (I) the main assumptions and premises of the analysis
1. There are no major changes in the macroeconomic environment, industrial policies, industrial development and product market;
2. It is assumed that the issuance plan will be implemented by the end of June 2022 (this time is only used to calculate the impact of the diluted immediate return of the non-public offering on the company’s main financial indicators, and does not constitute a commitment to the actual completion time. Finally, the actual completion time after the issuance is approved by the CSRC shall prevail);
3. It is assumed that the total amount of this fund-raising and the number of non-public shares are calculated according to the upper limit, that is, 100000000 shares are issued, and the total amount of funds raised is 292 million yuan, regardless of the impact of deducting the issuance expenses. The aforesaid total amount of raised funds and the number of issued shares are only the estimates used by the company for this calculation. The actual number of issued shares and the total amount of raised funds shall be subject to the actual number of issued shares and the total amount of raised funds after final approval by the CSRC;
4. When predicting the total share capital of the company, it is based on the total share capital of 512767053 shares before this issuance to specific objects, and only the impact of this non-public offering is considered, Other factors are not considered (such as capital reserve converted into share capital, stock dividend distribution, stock repurchase, convertible corporate bond conversion, etc.) resulting in changes in the company’s total share capital; 5. The company’s net profit attributable to shareholders of the listed company from January to September 2021 was 31.3476 million yuan, and the net profit attributable to shareholders of the listed company after deducting non recurring profits and losses was 29.1862 million yuan. Non recurring profits were deducted in 2021 The net profit attributable to shareholders of the listed company before and after profit and loss is calculated according to the annualized performance data from January to September 2021, that is, 41.7968 million yuan and 38.9149 million yuan respectively. It is assumed that the net profit attributable to the shareholders of the listed company before and after deduction in 2022 is 10%, flat and increased by 10% respectively compared with that in 2021 (this data is only to calculate the impact of this issuance on the company and does not represent the actual operation of the company);
6. When predicting the net assets of the company after the issuance, the impact of other factors other than raised funds, net profits and cash dividends on the net assets was not considered.
The above assumptions are only used to calculate the diluted impact of this non-public offering on the main financial indicators of the company’s immediate return, do not represent the company’s judgment on the operation and financial situation in the future years, and do not constitute a profit forecast. The realization of the company’s income depends on many factors such as national macroeconomic policies, industry development, market competition and the company’s business development, and there is great uncertainty. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation. （2） Impact on the company’s main financial indicators
Based on the above, the company calculated the impact of the diluted immediate return of the non-public offering on the main financial indicators, as follows:
Project year 2021 / year 2022 / year end
Before and after the last issue
Total share capital (10000 shares) 51276.7151276.7161276.71
Scenario 1: the net profit in 2021 is consistent with that in 2020
Net profit attributable to shareholders of the listed company before deduction (10000 yuan) 4179.684179.684179.68
Net profit attributable to shareholders of the listed company after deduction of Non Profits (10000 yuan) 3891.493891.493891.49
Basic earnings per share (yuan / share) 0.080.080.07
Project year 2021 / year 2022 / year end
Before and after the last issue
Basic earnings per share (non deduction, yuan / share) 0.080.080.07
Diluted earnings per share (yuan / share) 0.080.080.07
Diluted earnings per share (non deduction, yuan / share) 0.080.080.07
Weighted average return on net assets 1.68% 1.65% 1.56%
Weighted average return on net assets (non deduction) 1.56% 1.54% 1.46%
Scenario 2: the net profit in 2021 is 10% higher than that in 2020
Net profit attributable to shareholders of the listed company before deduction (10000 yuan) 4179.684597.654597.65
Net profit attributable to shareholders of the listed company after deduction of Non Profits (10000 yuan) 3891.494280.644280.64
Basic earnings per share (yuan / share) 0.080.090.08
Basic earnings per share (non deduction, yuan / share) 0.080.080.08
Diluted earnings per share (yuan / share) 0.080.090.08
Diluted earnings per share (non deduction, yuan / share) 0.080.080.08
Weighted average return on net assets 1.68% 1.82% 1.72%
Weighted average return on net assets (non deduction) 1.56% 1.69% 1.60%
Scenario 3: net profit in 2021 is 10% lower than that in 2020
Net profit attributable to shareholders of the listed company before deduction (10000 yuan) 4179.683761.723761.72
Net profit attributable to shareholders of the listed company after deduction of non profit (RMB 10000) 3891.493502.343502.34
Basic earnings per share (yuan / share) 0.080.070.07
Basic earnings per share (non deduction, yuan / share) 0.080.070.06
Diluted earnings per share (yuan / share) 0.080.070.07
Diluted earnings per share (non deduction, yuan / share) 0.080.070.06
Weighted average return on net assets 1.68% 1.49% 1.41%
Weighted average return on net assets (non deduction) 1.56% 1.39% 1.31%
Note: basic earnings per share Diluted earnings per share and weighted average return on net assets 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), and the impact of non recurring profits and losses is deducted. III. risk tips of the company on the diluted spot return of this non-public offering
After the completion of this non-public offering, the company’s share capital scale and net asset scale will increase significantly. Therefore, the company’s earnings per share and return on net assets and other indicators will decline in a short time, and there is a risk that the immediate return will be diluted. The company hereby reminds investors to pay attention to the risk that this non-public offering may dilute the immediate return.
Meanwhile, in the process of analyzing the dilution impact of this issuance on the spot return, the hypothetical analysis of the net profit attributable to the company’s common shareholders in 2021 and 2022 and the net profit attributable to the company’s common shareholders after deducting non recurring profits and losses is not the company’s profit forecast, The specific measures to cover the risk that the immediate return is diluted do 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、 Analysis on the necessity and rationality of this non-public offering and the correlation between the raised investment project and the company’s existing business (I) analysis on the necessity and rationality of this non-public offering
1. Necessity of this non-public offering
This non-public offering of shares is conducive to improving the company’s working capital strength, seizing the development opportunities of the industry, promoting the recovery of the company’s main business income and net profit, and is conducive to the sustainable development of the company.
At the end of 2018, 2019, 2020 and September 2021, the asset liability ratios of the company’s consolidated statements were 34.54%, 43.30%, 53.13% and 59.64% respectively, and the asset liability ratio showed an upward trend year by year. The high asset liability structure restricts the company’s business development to a certain extent and increases the company’s financial cost. After the completion of this non-public offering, the company’s capital structure will be optimized, and its investment and financing ability and anti risk ability will be significantly enhanced, which is conducive to the sustained and rapid growth of the company’s main business.
2. Feasibility of this non-public offering
The use of the funds raised by the company’s non-public offering complies with the requirements of relevant policies, laws and regulations, and is feasible. After the funds raised from this non-public offering are in place, the company’s asset liability ratio will be reduced, which is conducive to improving the company’s capital structure, reducing the company’s financial risk, promoting the sustained, healthy and steady development of the company’s business, which is in line with the interests of the company and all shareholders. （2） Analysis on the correlation between raised investment projects and the company’s existing business
After deducting the issuance expenses, the funds raised by the company in this non-public offering will be used to supplement the working capital, which is conducive to the interests of Gongdong. This issuance will not lead to changes in the company’s main business. （3） Reserves of personnel, technology, market, etc. in the implementation of raised investment projects by the company
After deducting the issuance expenses, the funds raised by the company’s non-public offering will be used to supplement the working capital, which does not involve the reserves of raised investment projects in terms of personnel, technology, market, etc. 5、 Filling measures for diluted immediate return of this offering
Considering that the non-public offering of shares may dilute the immediate return of the original shareholders, the company will take a variety of measures to improve the company’s operating performance. The specific measures are as follows: (I) strengthen operation management and internal control
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law and the securities law, constantly improve the corporate governance structure and consolidate the foundation of the company’s operation, management and internal control. In the next few years, the company will further improve its operation and management level and enhance its overall profitability. At the same time, the company will also continue to strengthen internal control, further optimize the budget management process, strengthen cost management and strengthen budget implementation supervision, so as to comprehensively and effectively control the company’s operation and control risks. （2） Strengthen the management of raised funds and ensure the rational and standardized use of raised funds
The company is in strict accordance with the people’s Republic of China
