Securities code: Anhui Zhongyuan New Materials Co.Ltd(603527) securities abbreviation: Anhui Zhongyuan New Materials Co.Ltd(603527) Announcement No.: 2022012 Anhui Zhongyuan New Materials Co.Ltd(603527)
Announcement on the diluted immediate return of non-public offering of A-Shares in 2022, the filling measures taken by the company and the commitments of relevant subjects
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.
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) The provisions of laws, regulations and normative documents such as the several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), Anhui Zhongyuan New Materials Co.Ltd(603527) (hereinafter referred to as “the company”) in order to safeguard the legitimate rights and interests of all shareholders, carefully analyzed the impact of the company’s non-public offering of shares (hereinafter referred to as “the offering” or “the non-public offering”) on the dilution of immediate return, and put forward specific measures to fill in the return The controlling shareholders and actual controllers have made commitments to the effective implementation of the measures to fill the return, as follows:
1、 Calculation of the impact of diluted immediate return of this non-public offering on main financial indicators
(I) assumptions
Based on the following assumptions, the company analyzes the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators and draws investors’ special attention. The following assumptions do not constitute any prediction and commitment matters, and investors should not make investment decisions based on them. If investors make investment decisions based on them, the company will not be liable for compensation, The non-public offering plan and the actual completion time of the offering are finally subject to the approval of the CSRC. Specific assumptions are as follows:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development, the company’s business environment and China’s financial and securities market outside China;
2. It is assumed that the non-public offering will be completed by the end of September 2022 (the completion time is only used to calculate the impact of the offering on the immediate return, and the final time shall be subject to the actual completion time approved by the CSRC);
3. According to the company’s announcement on the advance increase of annual performance in 2021 disclosed on January 26, 2022, it is estimated that the net profit attributable to the shareholders of the parent company in 2021 will be 1237901 million yuan to 151299 million yuan. After deducting non recurring profits and losses, the net profit attributable to the shareholders of the listed company in 2021 is expected to be 1169477 million yuan to 1429361 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 the average values of the above performance forecast interval, which are RMB 1375446 million and RMB 1299419 million respectively. On this basis, it is assumed that the net profit attributable to the shareholders of the listed company in 2022 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses will be measured respectively with the performance growth of 10%, 0% (flat) and 10% year-on-year in 2021. The above calculation does not represent the company’s profit forecast for 2021. Investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation;
4. Assuming that the non-public offering of shares is calculated according to the upper limit of 73147200 shares, the total share capital of the company will increase to 316971200 shares after the completion of this offering. When predicting the total share capital of the company, based on the current total share capital, the influence of other factors other than raised funds and net profit is not considered, and the changes in share capital caused by other factors are not considered. The final number of shares to be issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders, the approval of the CSRC and the issuance;
5. The impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the implementation of the raised investment project of this issuance is not considered;
6. It is assumed that the company will not make profit distribution in 2021 in 2022, will not convert capital reserve into share capital, and will not consider the impact of equity incentives, convertible bonds into shares and other factors.
(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 / year 2021 / year 2022 (assumed)
Before and after the offering on December 31
Total share capital (10000 shares) 243824024382403169712
The number of shares issued this time (10000 shares) is 731472
The total amount of funds raised in this offering is 7500000
(10000 yuan)
It is estimated that the issuance will be completed in September 2022
Project year 2021 / year 2021 / year 2022 (assumed)
Before and after the offering on December 31
Scenario 1: the net profit attributable to ordinary shareholders of the company in 2022 and the net profit attributable to ordinary shareholders of the company after deducting non recurring profits and losses increase by 10% compared with 2021
Net profit attributable to the company’s ordinary shares 137544615129901512990 East (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to ordinary shares of the company 129941914293611429361 East (10000 yuan)
Basic earnings per share (yuan / share) 0.56 0.62 0.48
Diluted earnings per share (yuan / share) 0.56 0.62 0.48
0.53 0.59 0.45 basic earnings per share after deducting non recurring profits and losses (yuan / share)
0.53 0.59 0.45 diluted earnings per share (yuan / share) after deducting non recurring profits and losses scenario II: the net profit attributable to ordinary shareholders of the company in 2022 and the net profit attributable to ordinary shareholders of the company after deducting non recurring profits and losses have a growth rate of 0% compared with 2021
Net profit attributable to the company’s common stock 137544613754461375446 after deducting non recurring profit and loss
Net profit attributable to the company’s common shares 129941912994191299419 East (10000 yuan)
Basic earnings per share (yuan / share) 0.56 0.56 0.43
Diluted earnings per share (yuan / share) 0.56 0.56 0.43
0.53 0.53 0.41 basic earnings per share after deducting non recurring profits and losses (yuan / share)
0.53 0.53 0.41 diluted earnings per share (yuan / share) after deducting non recurring profits and losses scenario III: the net profit attributable to ordinary shareholders of the company in 2022 and the net profit attributable to ordinary shareholders of the company after deducting non recurring profits and losses have a growth rate of – 10% compared with 2021
Net profit attributable to the company’s ordinary shares 137544612379011237901 East (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to 12994191169477 East ordinary shares of the company (10000 yuan)
Basic earnings per share (yuan / share) 0.56 0.51 0.39
Diluted earnings per share (yuan / share) 0.56 0.51 0.39
After deducting non recurring profit and loss, the base is 0.53 0.48 0.37 earnings per share (yuan / share)
Earnings per share after deducting non recurring profit and loss: 0.53 0.48 0.37 yuan / share
Note: (1) the basic earnings per share is 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); (2) Non recurring gains and losses are defined according to the non recurring gains and losses listed in the explanatory announcement on information disclosure of companies offering securities to the public No. 1 – non recurring gains and losses (CSRC announcement [2008] No. 43).
The number of shares, the completion time of issuance and the total amount of funds raised in this non-public offering are only estimates, and the final number of shares approved by the CSRC, the actual completion time of issuance and the total amount of funds raised shall prevail.
As can be seen from the above table, in the case of the increase of the company’s share capital after the completion of this non-public offering, if the business does not obtain a corresponding increase after the completion of the offering, the company’s current basic earnings per share and other indicators will be diluted to a certain extent.
2、 Risk tips for diluting the immediate return of this non-public offering
After the completion of this non-public offering, the company’s share capital and net assets will increase, and the use and benefits of the raised funds will take some time. Therefore, the company’s earnings per share and weighted average return on net assets and other indicators are likely to decline to a certain extent in the short term, and the immediate return of the company’s shareholders is at risk of dilution. In addition, due to the influence of external factors, the company faces operational and market risks in the process of operation, which may have an impact on the company’s production and operation, and lead to the dilution of the immediate return of this issuance.
The company specially invites investors to pay attention to the risk that the company’s immediate return is diluted. At the same time, the filling measures formulated by the company on the dilution of immediate return do not guarantee the company’s future profits. The company will continuously disclose the completion of the measures to fill the diluted immediate return and the performance of the commitments of the relevant commitment subjects in the periodic report.
3、 Necessity and rationality of this non-public offering
For the analysis of the necessity and rationality of the investment project with the raised funds, see the introduction of the background and purpose of the non-public offering in “section I summary of the non-public offering scheme” of the non-public Development Bank A-share plan in 2022 and “section II feasibility analysis of the board of directors on the use of the raised funds”.
4、 The relationship between the project invested by the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) relationship between the project invested with raised funds and the company’s existing business
The investment project of the raised funds focuses on the existing main business of the company. After the completion of the project, the production capacity of high-precision copper alloy strip will be effectively expanded to cope with the rapidly increasing market demand and improve the market share. Based on the existing production capacity, this raising investment will add new products such as new energy battery aluminum foil for the company, gradually broaden the company’s industrial chain, enrich product types, optimize industrial layout, and further improve the company’s ability to meet market demand, so as to further enhance the company’s comprehensive competitiveness.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
After years of development, the company has gathered a large number of mature employees, formed a stable and experienced core team, and has rich management skills and operation experience in business operation, R & D, technical management and marketing. The company’s profound technical accumulation and excellent R & D team are the important foundation for the smooth implementation of this project.
The project raised and invested in this offering is closely related to the company’s current main business. At present, the company has the reserve of core personnel necessary for the implementation of the project. In addition, in addition to the allocation and training of the company’s existing personnel, the company will also introduce external professionals according to the needs of project implementation, appropriately recruit and train ordinary staff, and combine various methods to ensure the smooth implementation of the project.
2. Technical reserve
