Securities code: Shanghai Junshi Biosciences Co.Ltd(688180) securities abbreviation: Shanghai Junshi Biosciences Co.Ltd(688180) Announcement No.: pro 2022014 Shanghai Junshi Biosciences Co.Ltd(688180)
Announcement on the diluted immediate return of issuing A-Shares to specific objects 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law Shanghai Junshi Biosciences Co.Ltd(688180) (hereinafter referred to as "the company") deliberated and adopted the relevant proposal on the company issuing A-Shares to specific objects at the seventh meeting of the third board of directors held on March 7, 2022. According to the relevant requirements of 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 on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The company has analyzed the possible impact of this issuance on the shareholders' equity of common shares and the immediate return, and put forward the measures to fill the return in combination with the actual situation. The relevant subjects have made a commitment to the practical implementation of the measures. The specific contents are as follows:
1、 The impact of this issuance to specific objects on the company's main financial indicators
(I) assumptions and premises of measurement
1. It is assumed that this offering is expected to be completed in September 2022. The completion time is only used to calculate the impact of this issuance on the diluted immediate return, and the final time shall be subject to the actual completion time registered by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
2. Assuming that the number of shares issued this time is no more than 70 million, and the total amount of funds raised this time is no more than 3980 million yuan (including this number), the impact of deducting issuance expenses is not considered.
3. The number of shares issued, the amount of funds raised and the issuance time are only assumptions based on the calculation purpose, and the final number of shares actually issued, the issuance result and the actual date shall prevail.
4. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development and product market.
5. 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.
6. According to the 2021 annual performance express released by the company, the company expects to realize the ownership of the parent company in 2021
The net profit of the owner of the company is about -738875800 yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is about -922309500 yuan. Assuming that the net profit attributable to the owner of the parent company in 2021 and the predicted net profit attributable to the owner of the parent company after deducting non recurring profits and losses are consistent with those in the performance express, the net profit attributable to the owner of the parent company in 2022 and the predicted net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are 10% higher than that in 2021, which is the same The three scenarios of 10% loss reduction are calculated separately.
7. This calculation does not take into account the impact on the company's production, operation and financial status (such as financial expenses, investment income, etc.) after the arrival of the funds raised by this issuance.
8. When predicting the total share capital of the company, based on the issuance of 70000000 shares to specific objects, only the impact of the issuance of shares to specific objects is considered, and the changes in share capital caused by conversion, repurchase, share payment and other factors are not considered.
The above assumptions are only based on the calculation purpose 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) impact on main indicators of the company
Based on the above assumptions, the company calculated the impact of the diluted immediate return of this offering on the company's main financial indicators such as earnings per share at the end of 2021 and 2022, as shown in the following table:
Project amount
Total funds raised this time (RMB 39800000)
70000000 shares issued to specific objects this time (shares)
Year 2021 / year 2021 year 2022 / December 31, 2022
31 December
Before and after issuance
Total share capital at the end of the period (10000 shares) 91075679807567
Hypothesis 1: 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 are the same as those in 2021
The net profit of -7388758 -7388758 -7388758 attributable to the owner of the parent company (ten thousand yuan) after deducting non recurring profits and losses
Net profit attributable to common shareholders -9223095 -9223095 -9223095 (10000 yuan)
Basic earnings per share (yuan / share) -0.83 -0.81 -0.80
After deducting non recurring profit and loss, the base is -1.03 -1.01 -0.99, and the earnings per share (yuan / share)
Diluted earnings per share (yuan / share) -0.83 -0.81 -0.80
After deducting the non recurring profit and loss, dilute -1.03 -1.01 -0.99 to explain the assumption 2 of earnings per share (yuan / share): the net profit attributable to the common shareholders of the listed company realized by the company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting the non recurring profit and loss increased by 10% compared with 2021
Net profit attributable to common shareholders of -7388758 -8127634 -8127634 (ten thousand yuan) after deducting non recurring profits and losses
Net profit attributable to common shareholders -9223095 -10145405 -10145405 (10000 yuan)
Basic earnings per share (yuan / -0.83 -0.89 -0.88 shares)
After deducting non recurring profits and losses, the base is -1.03 -1.11 -1.09 earnings per share (yuan / share)
Diluted earnings per share (yuan / -0.83 -0.89 -0.88 shares)
After deducting the non recurring profit and loss, dilute -1.03 -1.11 -1.09 to explain the assumption 3 of earnings per share (yuan / share): the net profit attributable to the common shareholders of the listed company realized by the company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting the non recurring profit and loss decreased by 10% compared with 2021
Net profit attributable to common shareholders of -7388758 -6649882 -6649882 (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to common shareholders -9223095 -8 Qingdao Guolin Environmental Technology Co.Ltd(300786) -8 Qingdao Guolin Environmental Technology Co.Ltd(300786) (10000 yuan)
Basic earnings per share (yuan / -0.83 -0.73 -0.72 shares)
After deducting non recurring profit and loss, the base is -1.03 -0.91 -0.89, and the earnings per share of the company (yuan / share)
Diluted earnings per share (yuan / -0.83 -0.73 -0.72 shares)
Earnings per share after deducting non recurring gains and losses -1.03 -0.91 -0.89 (yuan / share)
Note: the basic earnings per share and diluted earnings per share 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.
2、 Special risk tips on this issuance of diluted immediate return to specific objects
After the issuance, the total share capital and net assets of the company will increase, and the use and implementation of the raised funds will take a certain time. Based on the assumptions in the above table, this offering may not lead to the dilution of the company's earnings per share. However, once the assumptions of the foregoing analysis or the company's operating conditions change significantly, the possibility of diluting the immediate return caused by this issuance cannot be ruled out. The company still has the risk of diluting the immediate return due to this issuance.
The company's assumptions on the relevant financial data of 2021 and 2022 are only used to calculate the relevant financial indicators
The target does not represent the company's judgment on the business situation and trend in 2021 and 2022, nor does it constitute a profit forecast or profit commitment to the company. Investors should not make investment decisions based on the above assumptions, and the company will not be liable for losses caused by investors' investment decisions.
3、 The necessity and rationality of the board of directors choosing this financing
(I) accelerate the R & D process of innovative drugs and enhance the company's core competitiveness
R & D is the cornerstone and core competitiveness of innovative drug enterprises. The pharmaceutical industry is a technology intensive industry with limited product life cycle and rapid technological iteration and upgrading. In order to maintain its competitive advantage, innovative drug enterprises continue to reserve and expand R & D pipeline products, enhance the depth and breadth of R & D, and provide guarantee for sustainable growth and enhancing core competitiveness. Leading enterprises in the global pharmaceutical industry continue to invest a lot in R & D to develop innovative products, so as to maintain the industry leadership and the competitiveness of the product system and create new growth points China Meheco Group Co.Ltd(600056) in recent years, the R & D investment of the industry has been increasing. Traditional pharmaceutical enterprises and innovative drug enterprises have carried out a series of innovative drug R & D in line with the international technical level, driving the overall rapid development of the technical level of the industry.
In this trend, the company must continue to increase technology investment in order to ensure that the company can adapt to the technical development characteristics of the pharmaceutical industry at home and abroad, consolidate the market position of products and enhance the core competitiveness of the company. The implementation of this fund-raising and investment project will accelerate the R & D process of the company's innovative drugs, expand the breadth and depth of clinical trials of the company's drugs under research, and lay the foundation for the company to realize more commercialized products.
(II) enhance the synergy between preclinical research and clinical research and improve the R & D efficiency of innovative drugs
At present, the company has many preclinical research laboratories and clinical research offices in Pudong, Shanghai. As of September 30, 2021, the company has 45 drug pipelines under development. Considering the increasing pipeline of products under research and the urgent need to further accelerate the R & D progress, the company plans to build a new Shanghai R & D headquarters building to integrate the company's preclinical research departments and clinical research departments, enhance the R & D synergy, improve the R & D efficiency of products under research, save the company's rental cost and attract excellent R & D talents. 4、 Measures taken by the company to dilute the immediate return of this offering
This offering to specific objects may lead to a decline in the immediate return of investors. In order to protect the interests of investors, the company plans to improve the competitiveness of the company in various ways to fill the return of shareholders. The specific measures are as follows:
(I) strengthen the management of raised funds and ensure the legal and compliant use of raised funds
In order to ensure the company's standardized and effective use of the raised funds, the company will, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law")
Relevant provisions such as the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board shall store, use, manage and supervise the raised funds in a special account. After the raised funds issued to specific objects are in place, the board of directors of the company will continue to supervise the company's special storage of the raised funds, ensure that the raised funds are used for the specified purposes, conduct regular internal audit of the raised funds, and cooperate with the regulatory bank and the recommendation institution to inspect and supervise the use of the raised funds, so as to ensure the rational and standardized use of the raised funds
