Securities code: 688277 securities abbreviation: Tinavi Medical Technologies Co.Ltd(688277) Announcement No.: 2021-075 Tinavi Medical Technologies Co.Ltd(688277)
Announcement on the impact of diluting immediate return by issuing shares to specific objects on the company’s main financial indicators, filling measures and commitments of relevant entities (Revised Draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
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 Guidance on matters related to initial public offering, refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] In order to protect the interests of small and medium-sized investors, the company analyzed the impact of the issue of shares to specific objects on the dilution of immediate return and put forward specific measures to fill in the return. The relevant subjects made commitments to the practical implementation of the company’s measures to fill in the return. The specific contents are as follows: 1 Calculation of the impact of this issuance to specific objects on the company’s earnings per share
(i) Calculation assumptions and premises
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development and product market.
2. Assuming that the number of shares issued to specific objects this time is 15% of the total share capital of the company before issuance, 62977027 shares (the number of shares finally issued shall be subject to the number of shares actually issued after registration with the CSRC). If the company has ex rights matters such as share distribution, conversion of capital reserve into share capital from the pricing benchmark date of issuing A-Shares to specific objects to the issuance date, or changes in the company’s total share capital due to share repurchase, employee equity incentive plan, etc The number of A-Shares issued by specific objects will be adjusted accordingly. 3. It is assumed that the company will complete this offering in June 2022.
4. It is assumed that the net profit attributable to the shareholders of the parent company in 2021 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the same as that in 2020;
5. Assuming that the non recurring profit and loss attributable to the shareholders of the listed company in 2022 is the same as that in 2020, The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 is the following three situations: (1) the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 is – 100 million yuan; (2) the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 is 0 yuan; (3) The company’s net profit attributable to the shareholders of the listed company in 2022 after deducting non recurring profits and losses is 100 million yuan; 6. The number of shares issued to specific objects, the amount of funds raised and the issuance time are only assumed for calculation purposes, and the actual number of shares issued, the issuance results and the actual date shall prevail.
7. When calculating the number of ordinary shares issued, only the impact of this issuance on the total share capital is considered, and the changes in share capital caused by share repurchase and cancellation, conversion of reserve fund to share capital, etc. are not considered.
8. This calculation does not take into account the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received.
9. The impact of this issuance on the immediate return is temporarily not considered, such as the impact of equity incentive plan and the arrival of raised funds on the issuer’s production and operation, financial status and other factors.
（2） Impact on the company’s main financial indicators
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is as follows:
Unit: 10000 yuan
December 31, 2021 December 31, 2022 / year 2022
Item 31 before and after issuance
Date / 2021
Total share capital (10000 shares) 41984.6841984.6848282.38
Assumption 1: the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2022 is – 100 million yuan
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses -7727.26-10000.00-10000.00
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.18-0.24-0.22
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.18-0.24-0.22
Assumption 2: the net profit attributable to shareholders of the parent company after deducting non recurring profits and losses in 2022 is 0
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses -7727.260 000.00 run
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.180.000.00
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.180.000.00
Assumption 3: the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2022 is 100 million yuan
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses -7727.2610000.0010000.00 profit
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.180.240.22
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.180.240.22
Note: relevant indicators are calculated in accordance with the relevant 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. 2、 Risk tips for diluting the immediate shareholder return of this offering
After the completion of the issuance to specific objects, the total share capital and net assets of the company will increase. In this case, if the company’s profit has not increased by a corresponding margin, the immediate return of the company in the year of the completion of the issuance to specific objects will be diluted. In addition, once the assumptions of the foregoing analysis or the company’s operating conditions change significantly, the possibility that the current issuance will lead to changes in the dilution of the immediate return cannot be ruled out.
Investors are specially reminded to invest rationally and pay attention to the risk that the issuance to specific objects may dilute the immediate return. 3、 Necessity and rationality of the funds raised in this offering
(i) Necessity
1, enhance the performance of Siasun Robot&Automation Co.Ltd(300024) in Department of orthopedics, and ensure the advanced product quality.
After the implementation of the national innovation driven development strategy, the high-end equipment manufacturing industry is growing and growing. Tinavi Medical Technologies Co.Ltd(688277) Department of orthopedics operation Siasun Robot&Automation Co.Ltd(300024) , as a national high-end equipment manufacturing key project, needs to ensure the advanced and excellent performance of products. Under the environment of smart medical, precision medical and telemedicine concepts, the market demand for Siasun Robot&Automation Co.Ltd(300024) for Department of orthopedics operation has been significantly improved. As a leading enterprise in the orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) industry, it is necessary for the company to actively upgrade its own technology and products in order to continue to lead the development trend of the industry.
In general, the company’s fund-raising project plans to upgrade and optimize the existing technologies and products, embed advanced R & D achievements based on the technical experience accumulated in the early stage, integrate the existing advantages of the products, integrate and apply cutting-edge new technologies and new research achievements to the product end, take the initiative to update the existing technologies and product series, gather the above technologies and build an orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) platform system, Based on this platform, the Siasun Robot&Automation Co.Ltd(300024) update iteration of orthopaedic surgery is realized to meet the increasing requirements of customers on the company’s product technology, performance and scope of indications. At the same time, the company’s product line is enriched to meet the differentiated needs of customer groups at all levels.
According to the requirements of the highest standards in the industry, the whole production process adopts process and standardized operation. The equipment selection is based on the principle of high standard and high performance, and the resources are concentrated on the centralized R & D of key parts, so as to realize the national industrialization of high-end equipment manufacturing. At the same time, the new generation of products will upgrade and optimize the remote surgery system in combination with the development trend of the times, so as to realize the seamless combination of experts, local doctors, Siasun Robot&Automation Co.Ltd(300024) and 5g technology. The company aims to enhance product performance, and combine the latest research and development results of the company with the development trend of the industry, aiming at improving the overall advanced nature of the product.
Specifically, the company plans to develop and produce a new generation of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) . Compared with the previous generation of products, the new generation of surgery Siasun Robot&Automation Co.Ltd(300024) has great changes in appearance. By integrating medical imaging system, new surgical power system, multi degree of freedom manipulator control system and embedded AI intelligent auxiliary function module, the above functional modules are integrated on the carrier of physical control platform, Realize compact and integrated upgrading, realize multi-functional coordination and adaptation, occupy less operating room space, and have the functional characteristics of simplified functional structure and easier operation. At the same time, the new generation of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) adopts more flexible and variable configuration at the software system level. Through the upgrading of the existing software system, it can more directly realize the visual operation of the whole process of orthopaedic surgery. Combined with the 5g development trend, it can upgrade the remote surgery system software to achieve the surgical effect of low delay and low error. At the same time, the R & D, design and manufacturing of the new generation of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) has taken into account the future development trend of intelligent medical treatment and pre installed the information platform. The new generation Siasun Robot&Automation Co.Ltd(300024) can quickly build a local information platform, integrate and process the collected technical information by means of big data cloud computing, and realize the optimization of the overall design of Siasun Robot&Automation Co.Ltd(300024) , Even realize the automatic formulation of surgical plan, comprehensively reshape and reconstruct the surgical process, and provide highly customized overall solutions for orthopedic surgery for doctors and patients.
2. Build a smart medical cloud platform, integrate terminal Siasun Robot&Automation Co.Ltd(300024) functional modules, and form a “cloud management end” ecosystem
The orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) system of the company is composed of several functional modules. In previous generations of product series, each functional module is independent of each other to form a complete surgery system, and the relationship between them is weak. Moreover, the key components such as optical tracking system and manipulator are still sourced from the third party. Compared with the main body of Siasun Robot&Automation Co.Ltd(300024) , they are relatively independent in adaptability, coordination There is still room for improvement in synchronization. At the same time, with the increase of the company’s Siasun Robot&Automation Co.Ltd(300024) product installation and the number of operations, as well as the expansion of the sales area, there are differences in patients’ conditions and doctors’ surgical habits and levels, objectively giving birth to the demand for the establishment of a “cloud management end” platform, and forming standardized service capabilities in big data technology services and remote security control, Promote the software and hardware upgrade of “center + terminal”. Level “mode, which enables the issuer to collect information without delay from hardware to software and from terminal to cloud, greatly improves the issuer’s ability to obtain information required for R & D and upgrading, effectively shortens the R & D cycle and further improves the company’s industry position.
3. Establish a series of products with product gradient and price gradient to meet diversified market needs
Orthopedics is one of the busiest departments in medical institutions, and high-quality orthopedic medical resources are always in a tight state. With the increasing number of orthopaedic patients year by year, the rising patient base has a great impact on the limited medical resources. The number of experienced orthopaedic surgeons is relatively limited, and with the increase of the number of operations, the problems such as doctors’ lack of energy and lack of separation are becoming more and more prominent. The company’s existing products include “Tianji”, “Tianji 2.0” and other orthopedic surgery Siasun Robot&Automation Co.Ltd(300024) , and the newly developed joint Siasun Robot&Automation Co.Ltd(300024) is also in the stage of clinical trial. With the research and development of the new generation Siasun Robot&Automation Co.Ltd(300024) , the company’s product series will be richer in the future.
The company’s fund-raising project plans to configure an internationally leading standardized assembly production line to improve the technology, performance and use experience of the new generation of products. The production workshop relies on high-precision detection and R & D equipment, intelligent production system and automatic production equipment, The orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) series products produced not only meet the strict requirements of the market for the quality and performance of the new generation of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) , but also provide more orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) categories to meet the needs of different markets and application scenarios. Therefore, relying on advanced products with market competitiveness, the company can further improve brand awareness, enhance the company’s influence in the industry, improve the company’s comprehensive strength, and finally realize the rapid growth of the company’s revenue.
4. Make full use of the advantages of capital market, enhance capital strength and promote the implementation and transformation of scientific research achievements
Through this issuance to specific objects, the company will enhance its capital strength with the help of the capital market platform, bring strong support to the company’s operation, and consolidate the foundation of sustainable development in business layout, R & D capability, financial capability, long-term strategy and other aspects, which is conducive to enhancing the company’s core competitiveness and promoting the implementation and transformation of the company’s scientific research achievements, Improve the profitability of the company, provide good returns for shareholders and create more economic benefits and social value.
（2） Rationality
1. The project construction meets the requirements of industrial policy guidelines
The construction of the project meets the requirements of the medical equipment industry development plan (2021-2025) (Exposure Draft) issued by the Ministry of industry and information technology in February 2021. The project can further improve the technology and efficiency of orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) and meet the requirements of “conquering intelligent surgery Siasun Robot&Automation Co.Ltd(300024) and promoting surgery Siasun Robot&Automation Co.Ltd(300024) ” pointed out in the above exposure draft Standardized application in the treatment of major diseases and the development orientation of “improving the performance and quality of equipment such as endoscopic surgery Siasun Robot&Automation Co.Ltd(300024) , orthopaedic surgery Siasun Robot&Automation Co.Ltd(300024) and neurosurgery Siasun Robot&Automation Co.Ltd(300024) “;
