Securities code: Guangdong Huiyun Titanium Industry Co.Ltd(300891) securities abbreviation: Guangdong Huiyun Titanium Industry Co.Ltd(300891) Announcement No.: 2022011 Guangdong Huiyun Titanium Industry Co.Ltd(300891)
Announcement on the risk prompt of the company issuing convertible corporate bonds to unspecified objects to dilute the immediate return, the company’s filling measures and the commitments of relevant subjects (Revised Draft)
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.
Important tips:
The following analysis and description of the main financial indicators of Guangdong Huiyun Titanium Industry Co.Ltd(300891) (hereinafter referred to as “the company” or “the company”) after issuing convertible corporate bonds (hereinafter referred to as “the issuance”) to unspecified objects do not constitute the profit forecast of the company, and investors should not make investment decisions only based on such analysis and description, If investors make investment decisions based on this and cause any loss, the company will not bear any responsibility. At the same time, the company’s filling return measures and the commitments of relevant commitment subjects do not guarantee the company’s future profits, which is brought to the attention of the majority of investors.
The second meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the company meeting the conditions for issuing convertible corporate bonds to unspecified objects and other proposals related to this issuance. 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) China Securities Regulatory Commission (hereinafter referred to as “CSRC”) “guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return” (CSRC announcement [2015] No. 31) and relevant provisions of the measures for the administration of securities issuance and registration of companies listed on GEM (for trial Implementation) “, The company analyzed the impact of this offering on the dilution of immediate return and put forward specific measures to fill the return, and the relevant subjects made a commitment to the practical implementation of the company’s measures to fill the return.
The company’s announcement on the diluted immediate return of this offering and relevant filling measures is as follows:
1、 The impact of issuing convertible bonds to unspecified objects on the company’s main financial indicators (I) calculation assumptions and preconditions
1. It is assumed that there are no major adverse changes in the macroeconomic environment and the industry in which the company is located;
2. It is assumed that the company will complete this issuance before May 31, 2022, and it is assumed that all convertible corporate bonds issued this time will be converted into shares on November 30, 2022 (i.e. the conversion rate is 100% and all shares will be converted at one time when they are converted) and all shares will not be converted on December 31, 2022 (i.e. the conversion rate is 0). (the completion time of the issuance and the completion time of the conversion of shares are only used to calculate the impact of the issuance on the immediate return, and do not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Finally, it will be based on the actual situation after it is reviewed and approved by Shenzhen Stock Exchange and reported to the CSRC for approval and registration The completion time of the inter-bank issuance and the actual completion time of the convertible bond holder’s conversion); 3. Assuming that the total amount of funds raised this time is 490 million yuan, the relevant issuance expenses will not be considered for the time being. The actual amount of funds raised from the issuance of convertible corporate bonds to unspecified objects will be finally determined according to the review and registration of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. According to the performance forecast for 2021 announced by the company, the net profit attributable to the shareholders of the listed company in 2021 was 1782598 million yuan – 2228248 million yuan; After deducting non recurring profits and losses, the net profit attributable to the shareholders of the listed company is 182.12 million yuan – 2254819 million yuan. This calculation is based on the lowest value in the above performance forecast, that is, assuming that the net profit attributable to the shareholders of the listed company in 2021 is 1783598 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is 182.12 million yuan, It is assumed that the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is the same as that in 2021 (the above assumptions do not represent the company’s profit forecast for future profits, but are only used to calculate the impact of the diluted immediate return of this issuance on the main indicators. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation for losses incurred);
5. The impact of this issuance on other production, operation and financial conditions of the company (such as financial expenses, investment income and interest amortization) is not considered;
6. Assuming that the conversion price of this convertible bond is 15.00 yuan / share, the conversion price is only used to calculate the impact of the diluted immediate return of this convertible bond issuance on the main financial indicators and does not constitute a numerical prediction of the actual conversion price. The final initial conversion price is determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and in accordance with laws, regulations and market conditions before issuance, And may carry out ex right, ex interest adjustment or downward correction;
7. The company has completed the profit distribution in 2020 on May 27, 2021 (ex right and ex interest date): now
The bonus is 30 million yuan. It is assumed that the profit distribution plan and implementation time of the company in 2021 are consistent with those in 2020. (this assumption is only used to calculate the impact of the diluted immediate return of the convertible bond issuance on the main financial indicators, and does not represent the company’s judgment on the dividend in 2021);
8. When predicting the net assets of the company after this issuance, the impact of other factors other than cash dividends, raised funds and net profits on the net assets is not considered, that is:
Shareholders’ equity attributable to the parent company on December 31, 2021 = shareholders’ equity attributable to the parent company at the beginning of 2021 + net profit attributable to the shareholders of the parent company in 2021 – cash dividend amount in the current period.
Shareholders’ equity attributable to the parent company on December 31, 2022 = shareholders’ equity attributable to the parent company at the beginning of 2022 + net profit attributable to shareholders of the parent company in 2022 + owner’s equity increased by share conversion – amount of cash dividends in the current period.
9. It is assumed that except for this issuance, the company will not carry out other behaviors that will affect or potentially affect the total share capital of the company;
10. Do not consider the impact of bank interest generated before the raised funds are utilized and the impact of the interest expense of this convertible bond, and do not consider the impact of cash dividends on the adjustment of conversion price;
11. The above assumptions are only to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, and do not represent the company’s commitment to the profitability and cash dividends in 2021 and 2022, nor the company’s judgment on the operation and trend in 2021 and 2022.
(II) analysis of the impact of diluted immediate return on the company’s main financial indicators
Based on the above assumptions and explanations, the impact of diluted immediate return of this public offering on the company’s main financial indicators such as earnings per share and return on net assets is as follows:
Year 2022
The project has not been converted into shares until December 2022 and November 31, 2022 in 2021, and all shares have been converted on November 30, 2022
Total share capital (shares) 4000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 32666666
Owner’s equity attributable to the parent company at the beginning of the period (10000 yuan) 114076681289026614372864
Owner’s equity attributable to the parent company at the end of the period (10000 yuan) 128902661437286420755462
Net profit attributable to the owner of the parent company (10000 yuan) 178259817825981782598
Net profit attributable to 182120018212001821200 owners of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.45 0.45 0.44
Basic earnings per share after deducting non recurring profits and losses 0.46 0.46 0.45 (yuan / share)
Diluted earnings per share (yuan / share) 0.45 0.41 0.41
Diluted earnings per share after deducting non recurring profits and losses 0.46 0.42 0.42 (yuan / share)
Weighted average return on net assets (%) 14.70%, 13.10%, 11.50%
Weighted average net assets after deducting non recurring profits and losses: 15.02%, 13.38%, 11.75% yield (%). Notes: 1. Basic earnings per share, diluted earnings per share The weighted average return on net assets 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), and the impact of non recurring profits and losses is deducted; 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).
2、 Risk tips for diluting the immediate return by issuing convertible bonds to unspecified objects
After the company issues convertible corporate bonds to unspecified objects, the total share capital and net assets of the company will increase. As it takes a certain time to complete the construction of investment projects with raised funds and realize benefits, it is difficult for the company to realize simultaneous growth of operating income and net profit immediately. According to the above calculation, the issuance of convertible corporate bonds to unspecified objects may lead to the decline of earnings per share and weighted average return on net assets in the year of share conversion compared with the same period of last year, and the company has the risk of dilution of earnings per share and weighted average return on net assets in the short term. In addition, the convertible corporate bonds issued to unspecified objects this time have a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in an increase in the total amount of capital stock added due to the conversion of convertible corporate bonds this time, So as to expand the potential dilution risk of the conversion of convertible corporate bonds issued to unspecified objects to the immediate return of the original ordinary shareholders of the company.
After the company issues convertible corporate bonds to unspecified objects, there is a risk that the immediate return will be diluted. Please pay attention to the majority of investors and pay attention to the investment risk.
3、 Analysis on the necessity and rationality of the funds raised in this offering
The total amount of funds raised in this offering does not exceed 490 million yuan (including 490 million yuan). After deducting the issuance expenses, it is proposed to be used for the following projects:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 50kt / year to 80kt / year sulfuric acid rutile titanium dioxide primary product 27909502770000
Technical transformation project
2 Shanghai Pudong Development Bank Co.Ltd(600000) T / a titanium dioxide dilute acid concentration technology transformation project 10624981060000
3 integrated intelligent storage center construction project 596556590000
4. Supplementary working capital 48 Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) 0000
Total 49 Shenzhen Sunwin Intelligent Co.Ltd(300044) 900000
See the feasibility analysis report on the project of raising funds by issuing convertible corporate bonds to unspecified objects (Revised Version) issued by the company on the same day for details of the necessity and rationality of the funds raised by this issuance.
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) the relationship between the investment project of the raised funds and the existing business of the company
The “50kt / year to 80kt / year sulfuric acid rutile titanium dioxide primary product technical transformation project” of the company’s investment and construction project funded by the raised funds improves the production capacity of the company’s rutile titanium dioxide primary product through technical transformation, It can provide the initial product of rutile titanium dioxide for the “80000 T / a plastic grade rutile titanium dioxide post-treatment reconstruction and expansion project” of the company’s investment project funded by the initial public offering of shares. On the one hand, the implementation of the project will reduce the amount of rutile titanium dioxide purchased by the company and improve the profitability of the company; On the other hand, the company will give full play to the technical advantages of titanium dioxide production
