Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022028
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Diluted immediate return on non-public offering of shares and filling measures
Announcement of commitments of relevant entities
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
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 (GBF [2013] No. 110) and the guiding opinions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other regulations to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this issuance on the dilution of immediate return and formulated specific filling measures for the dilution of immediate return.
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
The total amount of funds to be raised in this non-public offering shall not exceed 270 million yuan (including this number), and the number of shares to be issued shall not exceed 56962025 shares (including this number). After the issuance, the total share capital of the company will increase to a certain extent. The changes of the company’s main financial indicators after the issuance are analyzed as follows:
(I) main assumptions
1. It is assumed that the non-public offering will be completed by the end of June 2022. This is done
The time is only an estimate, and the actual completion time of this issuance shall prevail.
2. Assuming that the number of shares in this non-public offering is 56962025 and the total amount of funds raised is 270 million yuan, it is calculated according to the upper limit of this offering, without considering the impact of issuance expenses and so on. The number of shares to be issued is only an estimate and is ultimately subject to the approval of the China Securities Regulatory Commission
The actual number of shares issued after the approval of the CSRC shall prevail.
3. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies and industrial development.
4. It is assumed that the funds raised in this offering will not have an impact on the company’s production and operation and financial status after they are received.
5. It is assumed that other factors have no impact on the share capital except the number of shares in this non-public offering.
6. From January to September 2021, the company’s unaudited net assets attributable to shareholders of the parent company
The profit is 621466 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 58.575 million yuan. 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 respectively
It is the annualized data of net profit from January to September 2021 (4 / 3 of the data from January to September 2021)
Times) (this assumption does not represent the company’s judgment on the business situation and trend in 2021 and does not constitute the company’s profit forecast). Assuming that the company’s profit in 2022 is flat, increased by 10% and decreased by 10% compared with that in 2021.
7. It is assumed that the company will not make profit distribution in 2021, nor will it convert capital reserve into share capital or distribute bonus shares.
(II) impact on main indicators of the company
Based on the above assumptions, the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators is calculated as follows:
December 31, 2022 / year 2022
Project December 31, 2021
/This issue was not considered in 2021
Total share capital at the end of the period (10000 shares) 429429742942974863917
Scenario 1: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the same as those in 2021
Net profit attributable to shareholders of the parent company 828621828621828621
(10000 yuan)
Attributable to 781000781000781000 after deducting non recurring profits and losses
Net profit of shareholders of the parent company (10000 yuan)
Basic earnings per share (yuan / share) 0.19 0.19 0.18
Diluted earnings per share (yuan / share) 0.19 0.19 0.18
After deducting non recurring profit and loss of 18.0
Earnings per share (yuan / share)
Dilution after deducting non recurring profit and loss 0.18 0.18 0.17
Earnings per share (yuan / share)
Weighted average return on net assets: 7.02%, 6.63%, 5.98%
Weighted 6.62% 6.25% 5.64% after deducting non recurring profit and loss
Assumption 2 of average return on net assets: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses increased by 10% compared with 2021
Net profit attributable to shareholders of the parent company: 828621911483911483
(10000 yuan)
Attributable to 781 Anhui Guofeng Plastic Industry Co.Ltd(000859) 100859100 after deducting non recurring profits and losses
Net profit of shareholders of the parent company (10000 yuan)
Basic earnings per share (yuan / share) 0.19 0.21 0.20
Diluted earnings per share (yuan / share) 0.19 0.21 0.20
Basic profit after deducting non recurring profit and loss: 0.18 0.20 0.19
Earnings per share (yuan / share)
Dilution after deducting non recurring profit and loss 0.18 0.20 0.19
Earnings per share (yuan / share)
Weighted average return on net assets 7.02%, 7.27%, 6.56%
Weighted 6.62% 6.85% 6.18% after deducting non recurring profit and loss
Assumption 3 of average return on net assets: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses decreased by 10% compared with 2021
Net profit attributable to shareholders of the parent company: 828621745759745759
(10000 yuan)
Attributable to 781 Hunan Zhenghong Science And Technology Develop Co.Ltd(000702) 900702900 after deducting non recurring profits and losses
Net profit of shareholders of the parent company (10000 yuan)
Basic earnings per share (yuan / share) 0.19 0.17 0.16
Diluted earnings per share (yuan / share) 0.19 0.17 0.16
Basic profit after deducting non recurring profit and loss: 0.18 0.16 0.15
Earnings per share (yuan / share)
Dilution after deducting non recurring profit and loss 0.18 0.16 0.15
Earnings per share (yuan / share)
Weighted average return on net assets 7.02%, 5.98%, 5.40%
Weighted 6.62% 5.64% 5.09% after deducting non recurring profit and loss
Average return on net assets
Note: the indicators of earnings per share and 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; The above data have been rounded to two decimal places.
2、 Risk tips on diluted immediate return of this non-public offering
After deducting the issuance expenses, all the funds raised in this non-public offering will be used to supplement working capital and repay bank loans. It is expected that the implementation of this non-public offering will effectively reduce the company’s operating risks, optimize the asset liability structure and reduce financial expenses. However, according to the above assumptions, this non-public offering will have a certain dilution impact on the company’s earnings per share and return on net assets in 2022. Investors are hereby reminded to pay attention to the risk that this non-public offering may dilute the immediate return.
3、 Necessity and rationality of this issuance
The funds raised by the non-public Development Bank are intended to supplement working capital and repay bank loans. After the raised funds are in place, the capital structure of the company will be improved to a certain extent, the pressure of working capital for daily operation and development will be relieved to a certain extent, the cash flow situation will be improved, and the anti risk ability and sustainable operation ability of the company will be further enhanced. For the necessity and rationality of this issuance, please refer to “II. Necessity and feasibility of the use of the raised funds” in “section IV feasibility analysis of the board of directors on the use of the raised funds” in the plan for non-public development of shares in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022.
4、 The relationship between the investment project of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
After deducting the issuance expenses, all the funds raised in this non-public offering will be used to supplement working capital and repay bank loans. It is expected that after the implementation of this non-public offering, it will effectively reduce the company’s operating risks, optimize the asset liability structure, reduce financial expenses, effectively alleviate the company’s operating capital pressure, improve the company’s profitability and provide support for the further development of the company’s business.
The investment project of the raised funds does not involve the company’s personnel, technology, market and other parties
Face related reserves.
5、 Measures taken by the company to dilute the immediate return of this non-public offering
(I) strengthen the supervision of raised funds to ensure the rational and legal use of raised funds
In order to ensure the company’s standardized and effective use of the raised funds, after the funds raised in this non-public offering are in place, the company will strictly comply with the requirements of regulations such as the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the stock listing rules of Shanghai Stock Exchange, Carry out special storage of the raised funds, ensure the rational and standardized use of the raised funds, actively cooperate with the sponsor and the regulatory bank in the inspection and supervision of the use of the raised funds, and reasonably prevent the use risks of the raised funds.
The company will make effective use of the funds raised by this issuance, optimize the capital structure, thicken the future earnings of the company and enhance the ability of sustainable development, so as to reduce the impact of dilution of immediate return.
(II) improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, and ensure that the board of directors can exercise its powers and make scientific and Make prompt and prudent decisions to ensure that independent directors can earnestly perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders, and ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect directors, managers, other senior managers and the company’s finance, so as to provide institutional guarantee for the development of the company.
(III) strengthen operation management and internal control to improve operation efficiency and profitability
The company will strive to improve the efficiency of the use of funds, improve and strengthen the investment decision-making procedures, design more reasonable fund use schemes, and make rational operation
