Securities code: Shenzhen Weiguang Biological Products Co.Ltd(002880) securities abbreviation: Shenzhen Weiguang Biological Products Co.Ltd(002880) Announcement No.: 2022012
Shenzhen Weiguang Biological Products Co.Ltd(002880)
On diluting the immediate return of non-public offering of shares and taking filling measures
And announcement of commitments of relevant subjects
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.
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 China Securities Regulatory Commission In accordance with the relevant requirements of the guidance on matters related to the dilution of immediate returns in initial public offering and refinancing, major asset restructuring (CSRC announcement [2015] No. 31) and other documents, Shenzhen Weiguang Biological Products Co.Ltd(002880) (hereinafter referred to as ” Shenzhen Weiguang Biological Products Co.Ltd(002880) ” or “the company”) carefully analyzed the impact of the dilution of immediate returns in this non-public offering of shares, and formulated specific measures to fill in the returns. The company reminds investors that the formulation of measures to fill the return does not guarantee the company’s future profits.
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) main assumptions and explanations of financial index calculation
The following assumptions are only to calculate the impact of the diluted immediate return of the non-public offering on the company’s main financial indicators, do not represent the judgment of the company’s operation and trend in 2021 and 2022, and do not constitute a profit forecast. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
1. There are no major changes in China’s macro-economic environment and industrial policies;
2. Assuming that the non-public offering is completed in June 2022, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the main financial indicators, and the actual completion time will not be subject to the subsequent actual completion time;
3. It is assumed that the total amount of 1150 million yuan raised in the non-public offering is fully raised, regardless of the issuance expenses, and the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the raised funds are received;
4. Assuming that the number of shares issued in this non-public offering is 34.34 million shares (no more than 30% of the company’s total share capital of 226.8 million shares before this non-public offering), other factors that may lead to the change of the company’s total share capital (such as conversion of capital reserve into share capital, stock dividend distribution, stock incentive, share repurchase, etc.) are not considered; The number of non-public shares issued and the total amount of funds raised in the above assumptions do not represent the actual issuance. The final issuance price, number of shares issued and the total amount of funds raised will be subject to the approval of the CSRC and the actual issuance.
5. According to the company’s report for the third quarter of 2021, the net profit attributable to the shareholders of the listed company from January to September 2021 was 1376727 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses from January to September 2021 was 1315082 million yuan. It is assumed that the net profit attributable to the shareholders of the listed company in 2021 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2021 are 4 / 3 of the data disclosed in the third quarter report of the company in 2021, that is, 183563600 yuan and 175344300 yuan respectively. 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 are calculated according to the following three situations: (1) the same as that in 2021; (2) 10% higher than that in 2021; (3) 10% lower than 2021. This figure is only to calculate the impact of this issuance on the company, does not represent the operation of the company in 2021 and 2022, and does not constitute the profit forecast of the company.
6. It is assumed that the company will not make profit distribution in 2022 and there are no other possible equity changes; 7. When predicting the net assets of the company after issuance, the impact of other factors other than the total amount of raised funds and net profit on the net assets was not considered;
8. When predicting the earnings per share in 2022, only the impact of this issuance on the total share capital is considered. It is assumed that except for this issuance, the company will not implement other behaviors that will affect or potentially affect the total share capital of the company.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of this issuance on earnings per share, and the calculation results are shown in the table below:
Year / end of 2022
Project 2021 / year end
Before and after this offering
Total share capital (10000 shares) 22680 Westone Information Industry Inc(002268) 0 Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 400
Scenario 1: the net profit in 2022 and the net profit level after deducting non recurring profit and loss are the same as those in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 183563618356361835636
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss 17534431753443 (ten thousand yuan)
Weighted average return on net assets 10.96%, 9.98%, 7.61%
The weighted average return on net assets after deducting non recurring profits and losses is 10.47%, 9.56% and 7.28%
Basic earnings per share (yuan / share) 0.94 0.81 0.75
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.90 0.77 0.72
Diluted earnings per share (yuan / share) 0.94 0.81 0.75
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.90 0.77 0.72
Scenario 2: the net profit in 2022 and net profit after deducting non recurring profit and loss will increase by 10% compared with 2021
Net profit attributable to the owner of the parent company (10000 yuan) 183563620191992019199
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses 17534431928788 (RMB 10000)
Weighted average return on net assets 10.96%, 10.93%, 8.33%
10.47% weighted average return on non recurring assets
Basic earnings per share (yuan / share) 0.94 0.89 0.83
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.90 0.85 0.79
Diluted earnings per share (yuan / share) 0.94 0.89 0.83
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.90 0.85 0.79
Scenario 3: the net profit in 2022 and net profit after deducting non recurring profit and loss will decrease by 10% compared with 2021
Net profit attributable to the owner of the parent company (10000 yuan) 183563616520721652072
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses 175344315780999 (RMB 15780990)
Weighted average return on net assets 10.96%, 9.03%, 6.87%
The weighted average return on net assets after deducting non recurring profits and losses is 10.47%, 8.64% and 6.57%
Basic earnings per share (yuan / share) 0.94 0.73 0.68
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.90 0.70 0.65
Diluted earnings per share (yuan / share) 0.94 0.73 0.68
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.90 0.70 0.65
Note: (1) the above table 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).
According to the calculation, after the completion of this non-public offering, assuming that the impact of the investment project of the raised funds on the company’s net profit is not considered, there is a risk that the company’s earnings per share will be diluted. In order to fully protect the interests of investors, the company, in accordance with the requirements of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31), made a detailed analysis on the necessity and rationality of this financing, the relationship between the investment project of this raised funds and the existing business of the company Analyze and make relevant commitments on the company’s reserves of projects invested with raised funds and the company’s specific measures to fill the return.
2、 Risk tips for diluting the immediate return of non-public offering
After the implementation of this non-public offering of shares, the total share capital and net assets of the company will increase to a certain extent compared with those before the issuance. However, it will take a certain time for the company to raise funds from investment to generate economic benefits. It is difficult to release the profits of the investment projects with raised funds in the short term. Before the benefits of the investment projects with raised funds are generated, The company’s profit realization and shareholder return still mainly depend on the existing business. When the total share capital and net assets of the company increase, if the growth rate of the company’s net profit is less than that of the total share capital and net assets, there is a risk that the immediate return of the company will be diluted after the funds raised from this non-public offering are in place.
The company hereby reminds investors of the risk of diluting the immediate return in this non-public offering.
3、 Necessity and rationality of this non-public offering of shares
The funds raised from this non-public offering of shares of the company are planned to be invested in the construction project of intelligent factory of blood products, Zhongshan plasma collection station project and supplementary working capital. The above-mentioned projects are related to the company’s current main business. At the same time, they are also the development fields actively promoted by policies such as the outline of the 14th five year plan and 2035 long-term objectives, the implementation opinions on accelerating the development of biomedical industry, and the action plan for building a leading demonstration area of socialism with Chinese characteristics in Shenzhen (20192025). The investment project raised by this non-public offering of shares conforms to the relevant national industrial policies and the company’s overall strategic development direction in the future, has good profitability, will have a positive impact on the company’s business, is conducive to improving the company’s core competitiveness and sustainable development ability, and realize and safeguard the long-term interests of all shareholders. See feasibility study report of Shenzhen Weiguang Biological Products Co.Ltd(002880) non public development bank for the analysis of the necessity and rationality of this non-public offering. 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
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company is mainly engaged in the R & D, production and sales of blood products. The funds raised from this non-public offering are planned to be used for “blood products intelligent factory construction project”, “Zhongshan plasma collection station project” and “supplementary working capital”. The fund-raising projects are consistent with the development direction of the company’s industry and main business.
After the implementation of the investment project funded by the raised funds, the company will significantly increase the production capacity of blood products, increase coagulation factor products and further improve the existing product series; Optimize the production process and refine the production operation, improve the yield and qualified rate of products, effectively reduce the production cost, improve the utilization rate of raw plasma and improve the core competitiveness; It is conducive to supplement the company’s working capital and support the capital demand brought by the rapid development of the company’s business. The completion of the project will help the company improve its market competitive position, enhance its core competitiveness and anti risk ability, and is a key measure to realize the company’s focus on its main business and develop into a leading comprehensive biomedical enterprise in China.
(II) the company is engaged in raising funds
