Securities code: Yunnan Copper Co.Ltd(000878) securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022022 bond Code: 149134 bond abbreviation: 20 Yunnan Copper 01
Announcement on risk tips for diluting the immediate return of non-public offering of A-Shares and measures to fill the return (Second Revision)
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.
In order to further implement 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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) and According to the relevant provisions of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31), the company analyzed the impact of this non-public offering on dilution of immediate return and formulated specific measures to fill in the return, The relevant entities have made commitments to the effective implementation of the company’s compensation and return measures, as follows:
1、 Potential impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) main assumptions and explanations of financial calculation
The following assumptions are only 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 judgment of the company’s operation and trend in 2022, and do not constitute a profit forecast. The company shall not be liable for any loss caused by the investor’s investment decision.
1. The non-public offering of shares will be completed by the end of September 2022. The time is only an estimate, and the final time will be subject to the actual completion time after the issuance is approved by the CSRC;
2. 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; 3. It is assumed that the total amount of funds raised this time is 2674757800 yuan, regardless of the issuance cost. The actual amount of funds raised in this non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance and subscription, and the issuance expenses;
4. Assuming that 80% of the average trading price of Yunnan Copper Co.Ltd(000878) shares 20 days before the signing date of the plan for this non-public offering (March 4, 2022), i.e. RMB 10.33/share, the number of shares in this non-public offering is 258931100; 5. When predicting the number of ordinary shares issued at the end of the period, it is based on the total share capital of 16996786 million shares on the announcement date of the plan. In addition, only the impact of this non-public offering is considered, and the changes in share capital caused by other factors are not considered;
6. From January to September 2021, the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses were 5214946 million yuan and 2732099 million yuan respectively. It is assumed 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 the corresponding indicators realized by the company from January to September 2021 multiplied by 4 / 3; For the company’s net profit in 2022, it is assumed to be calculated according to the following three situations:
Scenario 1: it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are 20% lower than that in 2021;
Scenario 2: it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses remain unchanged compared with 2021;
Scenario 3: it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increase by 20% compared with 2021;
7. As the time point of 38.23% equity delivery of Diqing nonferrous metals and its profit included in the consolidated statements of listed companies is uncertain, the impact of 38.23% equity acquisition of Diqing nonferrous metals on the company’s performance is not considered;
8. The impact on the company’s production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the funds raised from this non-public offering are received is not considered, and the issuance expenses are not considered in this calculation;
9. When predicting the net assets of the company, the profit distribution is not considered temporarily, and the impact of other factors other than the raised funds and net profits on the net assets is not considered. It is assumed that there are no other matters affecting the number of shares, such as the conversion of provident fund to share capital, stock dividend distribution and so on.
The above assumptions are only based on the purpose of calculation and do not constitute commitment, profit forecast and performance commitment. Investors should not make investment decisions based on this assumption. If investors make investment decisions based on this assumption and cause losses, the company will not be liable for compensation. (II) calculation process
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is calculated as follows:
Project year 2021 / end year 2022 / end
Before and after this offering
169986067 (169986) shares in total
Scenario 1: the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses decreased by 20% compared with the previous year
Net profit attributable to shareholders of the parent company (10000 yuan) 695326155626095562609
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss of 364279929142392914239 (10000 yuan)
Basic earnings per share (yuan / share) 0.4091 0.3273 0.3153
Basic earnings per share after deducting non recurring profits and losses (RMB 0.2143 0.1715 0.1652 / share)
Diluted earnings per share (yuan) 0.4091 0.3273 0.3153
Diluted earnings per share after deducting non recurring profits and losses (yuan) 0.2143 0.1715 0.1652
Weighted average return on net assets 8.14%, 6.06%, 5.65%
Weighted average net assets after deducting non recurring profits and losses 4.26%, 3.18% and 2.96% yield situation 2: 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 the same as that of the previous year
Net profit attributable to shareholders of the parent company (10000 yuan) 695326169532616953261
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss 364279936427993642799 (10000 yuan)
Basic earnings per share (yuan / share) 0.4091 0.4091 0.3941
Basic earnings per share after deducting non recurring profits and losses (RMB 0.2143 0.2143 0.2065 / share)
Diluted earnings per share (yuan) 0.4091 0.4091 0.3941
Diluted earnings per share after deducting non recurring profits and losses (yuan) 0.2143 0.2143 0.2065
Weighted average return on net assets 8.14%, 7.52%, 7.02%
Weighted average net assets after deducting non recurring profits and losses 4.26%, 3.94% and 3.68% yield scenario 3: 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 increased by 20% over the previous year
Net profit attributable to shareholders of the parent company (10000 yuan) 695326183439138343913
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss of 364279943713584371358 (10000 yuan)
Basic earnings per share (yuan / share) 0.4091 0.4909 0.4729
Basic earnings per share after deducting non recurring profits and losses (RMB 0.2143, 0.2572, 0.2478 / share)
Diluted earnings per share (yuan) 0.4091 0.4909 0.4729
Diluted earnings per share after deducting non recurring profits and losses (yuan) 0.2143 0.2572 0.2478
Weighted average return on net assets 8.14%, 8.96%, 8.36%
Weighted average net assets after deducting non recurring profit and loss 4.26% 4.69% 4.38% yield note: basic earnings per share, diluted earnings per share, basic earnings per share after deducting non recurring profit and loss, diluted earnings per share after deducting non recurring profit and loss The weighted average return on net assets and the weighted average return on net assets after deducting non recurring profits and losses are calculated in accordance with 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).
According to the above calculation, after the completion of this non-public offering, the company’s current basic earnings per share and weighted average return on net assets will be diluted to a certain extent.
2、 Special risk tips for diluted immediate return of this offering
After the completion of this non-public offering, the company’s share capital and net assets will increase. As the delivery of 38.23% equity of Diqing nonferrous metals and the time point when the profit is included in the consolidated statements of listed companies may be later than the time point of this issuance, the net profit of the company may not grow synchronously with the share capital and net assets in the short term. It is expected that the current earnings per share and return on net assets of the company in the year when the funds raised from this non-public offering are in place will be diluted. Please invest rationally and pay attention to investment risks. In the process of calculating the diluted impact of this offering on the immediate return, the hypothetical analysis of the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses is not the company’s profit forecast, The specific measures to cover the risk of dilution of immediate return 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. Draw the attention of investors. 3、 The necessity and rationality of the board of directors choosing this non-public offering (I) the use plan of the funds raised by this non-public offering
The total amount of funds (including issuance expenses) to be raised from this non-public offering of shares shall not exceed 2674757800 yuan. The net amount of funds raised after deducting issuance expenses is to be fully invested in the following projects:
No. total investment of the project invested by the raised funds
(10000 yuan) income (10000 yuan)
1. Acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group 1874805318748053
2. Supplement working capital and repay bank loans 79995257999525
Total 26747578
Among them, the transaction price for the acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group is the appraisal conclusion of the asset appraisal report issued by the appraisal institution meeting the requirements of the securities law and filed by Chinalco group (filing No.: 1017zgly2022006)
