Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) Announcement No.: 2021-114 convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
On the diluted spot income of this non-public offering of shares
Risk warning and announcement of measures taken by the company
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.
Matters related to the non-public offering of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as “the company” or ” Nanjing Chervon Auto Precision Technology Co.Ltd(603982) “) have been deliberated and adopted at the 21st Meeting of the second board of directors of the company, and need to be deliberated by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) 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), 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 issued by the CSRC (CSRC announcement [2015] No. 31) and other relevant documents, if the company dilutes the immediate return through initial public offering, refinancing of listed companies or merger and reorganization, it shall promise and fulfill the specific measures to fill the return.
In order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate return, put forward specific measures to fill the return, and the relevant subjects have made commitments to earnestly implement the measures to be taken by the company to fill the return.
The company’s announcement on the diluted immediate return and relevant filling measures of the non-public offering is as follows: I. The impact of the non-public offering on the company’s earnings per share and other major financial indicators
(i) Main assumptions for financial index calculation
The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators is mainly calculated based on the following assumptions:
1. There are no major adverse changes in the macroeconomic environment, industrial policies, industrial development, the company’s business environment and the securities market.
2. Assuming that the non-public offering plan will be implemented and completed in July 2022, the completion time is only the estimation used by the company for this calculation, and the final time shall be subject to the actual completion time approved by the CSRC.
3. Assuming that the total amount of funds raised in this non-public offering is 2283607400 yuan, excluding the impact of deducting the issuance expenses, the pricing benchmark date is the first day of the issuance period. Due to the uncertainty of the stock price on the first day of the issuance period, it is temporarily not more than 30% of the total share capital of the company before the issuance, That is, no more than 60424710 shares (including this number, and the final issued number shall be subject to the number of shares approved by the CSRC).
4. It is assumed that the impact on the company’s production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the funds raised by this issuance are received will not be considered.
5. From January to September 2021, the company’s net profit attributable to the owner of the parent company was 110.7691 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 80.527 million yuan. It is assumed that the net profit attributable to the common shareholders of the listed company in 2021 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses are 4 / 3 times that from January to September 2021. On this basis, it is considered that the net profit attributable to the common shareholders of the listed company in 2022 will decrease by 20%, remain unchanged and increase by 20%. (assuming that the impact of the company’s profit distribution in 2021 is not taken into account, the data is only used to calculate the impact of this issuance on the company and does not represent the actual operation of the company). 6. When calculating the total share capital of the company at the end of the period before and after this issuance, only the impact of this issuance on the total share capital is considered, and other possible equity changes are not considered.
The above assumptions are only to calculate the diluted impact of this non-public offering on the main financial indicators of the company’s immediate return, do not represent the company’s judgment on the operation and financial situation in 2021 and 2022, and do not constitute a profit forecast. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation.
（2） Calculation of the impact of this issuance on the company’s earnings per share and other major financial indicators
Based on the above assumptions, the impact of this issuance on the company’s main financial indicators is as follows:
Project 2021 / 20212022 / before and after non-public offering on December 31, 2022
Total share capital (shares) at the end of the period 201415700201415700261840410
Scenario (1): the net profit attributable to the shareholders of the parent company in 2022 decreased by 20% compared with that in 2021
Net profit attributable to common shareholders of the listed company 14769.2112307.681230768 (RMB 10000)
Net profit attributable to general shareholders of Listed Company Pu 10736.938947.448947.44 after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.730.610.47
The basic earnings per share after deducting non recurring profits and losses is 0.530 440.34 yuan / share
Diluted earnings per share (yuan / share) 0.730.610.47
Diluted earnings per share after deducting non recurring profits and losses is 0.530 440.34 yuan / share
Scenario (2): the net profit attributable to the shareholders of the parent company in 2022 is the same as that in 2021
Net profit attributable to common shareholders of the listed company 147692114769211476921 (RMB 10000)
Net profit attributable to general shareholders of the listed company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 0.730.730.56
The basic earnings per share after deducting non recurring profits and losses is 0.530 530.41 yuan / share
Diluted earnings per share (yuan / share) 0.730.730.56
Diluted earnings per share after deducting non recurring profits and losses is 0.530 530.41 yuan / share
Scenario (3): the net profit attributable to the shareholders of the parent company in 2022 increased by 20% compared with that in 2021
Net profit attributable to common shareholders of the listed company 14769.2117723.0617723.06 (RMB 10000)
Net profit attributable to general shareholders of Listed Company Pu 10736.9312884.3212884.32 after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.730.880.68
The basic earnings per share after deducting non recurring profits and losses is 0.530 640.49 yuan / share
Diluted earnings per share (yuan / share) 0.730.880.68
Diluted earnings per share after deducting non recurring profits and losses is 0.530 640.49 (yuan / share) Note: the basic earnings per share and diluted earnings per share are calculated in accordance with the provisions of 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).
Share earnings will be diluted to a certain extent.
2、 Special risk tips on diluted immediate return of this non-public offering
After the completion of this non-public offering, the scale of the company’s share capital and net assets will increase significantly. As it takes a certain time to implement the investment projects with raised funds and generate economic benefits, the company’s earnings per share and return on net assets and other indicators will decline in a short time, and there is a risk that the immediate return will be diluted. The company hereby reminds investors to pay attention to the risk that this non-public offering may dilute the immediate return.
3、 Necessity and rationality of this non-public offering
For the necessity and rationality of this non-public offering of shares, see “section II feasibility analysis of the board of directors on the use of the raised funds” in the plan for Nanjing Chervon Auto Precision Technology Co.Ltd(603982) non public development of a shares.
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 investment project of the raised funds is invested in the company’s main business, which is an important measure to implement the company’s development strategy. The implementation of the fund-raising investment project will help consolidate the company’s existing market position, enhance the company’s core competitiveness, expand business areas with broad development prospects, and comply with the company’s positioning and development strategy. （2） After years of standardized operation, the company has established a perfect human resource management system and has an experienced management team and technical team; years of technology research and development and precipitation have laid a good foundation for the company to implement the fund-raising investment project; the company has opened up a new prospect It has laid a solid foundation for the sales of the company’s investment projects funded by this non-public offering. Therefore, the company has strong personnel, technology and market accumulation, and has the ability to implement the investment project with the raised funds.
5、 Specific measures for diluting the immediate return of this non-public offering
The measures to be taken by the company to ensure the effective use of the raised funds and prevent the diluted immediate return of the issuance are as follows:
(i) Strengthen operation management and internal control
In accordance with laws, regulations and normative documents, the company has established and improved the corporate governance structure of the general meeting of shareholders, the board of directors and its professional committees, the board of supervisors and senior management, and consolidated the foundation of the company’s operation, management and internal control. In the next few years, the company will further improve its operation and management level and enhance its overall profitability. In addition, the company will strive to improve the use efficiency of funds, improve and strengthen investment decision-making procedures, design more reasonable fund use schemes, make rational use of various financing tools and channels, control the company’s capital cost and save financial expenses. At the same time, the company will also continue to strengthen internal control, further optimize the budget management process, strengthen cost management and strengthen budget implementation supervision, so as to comprehensively and effectively control the company’s operation and control risks.
（2） Accelerate the progress of raised investment projects and realize the expected income as soon as possible
The company will actively promote the construction of this raised investment project. After the funds raised by this issuance are in place, the company will pay close attention to the implementation of this raised investment project, actively allocate resources, make overall and reasonable arrangements for the investment and construction progress of the project, strive to shorten the construction period of the project, realize the early operation of this raised investment project and realize the expected benefits, and avoid dilution of the immediate return, Or make the diluted immediate return of the company be filled as soon as possible.
（3） Strengthen the supervision of raised funds to ensure rational and standardized use
The board of directors of the company has fully demonstrated the feasibility and necessity of the investment project with the raised funds, and is convinced that the investment project has good profitability and can effectively prevent investment risks. In order to standardize the management and use of the raised funds and ensure that the raised funds are specially used for the investment projects of the raised funds, the company has formulated and improved the company’s raised funds management system in accordance with the provisions and requirements of laws and regulations and in combination with the actual situation of the company, and strictly standardized the storage, use, purpose change and other behaviors of the raised funds, To facilitate the management and supervision of the raised funds. At the same time, the company will strictly manage the use of raised funds in accordance with relevant laws and regulations and the requirements of the company’s raised funds management system to ensure that the raised funds are fully and effectively utilized according to the established purposes.
（4） Improve the profit distribution policy and strengthen the return mechanism for investors
The company has complied with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant laws, regulations and normative documents
