Fujian Boss Software Corp(300525)
Issue shares to specific objects, dilute the immediate return and take filling measures
And related commitments
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.
Fujian Boss Software Corp(300525) (hereinafter referred to as “the company”) intends to issue shares to specific objects 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015]) issued by CSRC According to the requirements of No. 31), in view of the risk that the company’s immediate return will be diluted after the issuance of shares to specific objects, in order to protect the legitimate rights and interests of small and medium-sized investors, the company has formulated measures to fill in the diluted immediate return, and the relevant subjects have made a commitment that the company’s measures to fill in the return can be effectively implemented.
1、 Impact of diluted immediate return issued to specific objects on the company’s main financial indicators
(i) Main assumptions and descriptions of financial measurement
The following assumptions are only used to calculate the impact of the diluted immediate return of shares issued to specific objects on the company’s main financial indicators, which does not constitute the company’s profit forecast, nor does it represent the company’s judgment on the operation situation and trend. 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. The following calculation does not consider the impact of other factors on net assets except profit distribution, raised funds and net profit. The relevant assumptions are as follows:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and market conditions;
2. It is assumed that the company will complete the issuance by the end of June 2022, and the completion time is only used to calculate the impact of the diluted immediate return on the main financial indicators of the issuance to specific objects, which does not constitute a commitment to the actual completion time, and the actual completion time shall prevail;
3. Assuming that the number of shares issued to specific objects this time is the upper limit of issuance, i.e. 11764705 shares, only considering the impact of this issuance, the total share capital of the company after this issuance is 407416279 shares. This assumption is only used to calculate the impact of this issuance on the company’s earnings per share, and does not represent the company’s judgment on the actual number of shares issued this time. The final number of shares issued is subject to the number of shares reviewed and approved by Shenzhen Stock Exchange and registered by CSRC;
4. The net profit attributable to the shareholders of the parent company from January to September 2021 was 2.8194 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was -9.5749 million yuan. Regardless of seasonal changes, according to the realized net profit from January to September 2021, it is assumed that the net profit attributable to the shareholders of the parent company in 2021 is 194126000 yuan, The net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 161.203 million yuan (this assumption is only used to calculate the impact of this issuance on the company’s earnings per share, and does not represent the company’s prediction or judgment on the earnings in 2021);
According to the actual situation of the company’s operation and the principle of prudence, it is assumed that the corresponding annual growth rates of the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2022 are 10%, 30% and 50%.
5. When predicting the number of ordinary shares outstanding at the end of the period, based on the total share capital of 395651574 shares on the date of this announcement, only the impact of this issuance of shares to specific objects is considered, and the change of share capital caused by other factors is not considered;
6. It is assumed that the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised by issuing shares to specific objects are received will not be considered;
7. When predicting the net assets of the company after the issuance, the impact of other factors on the net assets other than the net profit and the current issuance of shares to specific objects is not considered;
8. The impact of other non recurring profits and losses and force majeure factors on the company’s financial situation is not considered;
9. The above assumptions are only used to calculate the impact of the diluted immediate return on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast; The actual operation of the company is affected by national policies, industry development and other factors, and there is uncertainty; 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） Impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of the issuance on the company’s main financial indicators as follows:
Project year 2021 / year 2021 / year 2022 / December 31, 2022
Before and after the offering on December 31
Total share capital (10000 shares) 39565.1639565.1640741.63
Assumption 1: the net profit in 2022 will increase by 10% compared with that in 20201
Profits attributable to shareholders of the parent company 19412.6021353.8621353.86
(10000 yuan)
Attributable to shareholders of the parent company after deduction of non profits 16120.3018061.5618061.56
Profit (10000 yuan)
Basic earnings per share (yuan / share) 0.490.540.53
Diluted earnings per share (yuan / share) 0.490.540.53
Basic earnings per share after non deduction (yuan / 0.410.460.45)
Shares)
Diluted earnings per share after deducting non dilution (RMB / 0.410.460.45)
Shares)
Weighted average return on net assets 13.29% 12.94% 12.20%
After deducting non weighted average net assets, the income was 11.04% 10.95% 10.32%
Profit rate
Assumption 2: the net profit in 2022 will increase by 30% compared with that in 2020
Profits attributable to shareholders of the parent company 19412.6025236.3925236.39
(10000 yuan)
Attributable to shareholders of the parent company after deduction of non profits 16120.3021944.08
Profit (10000 yuan)
Basic earnings per share (yuan / share) 0.490.640.63
Diluted earnings per share (yuan / share) 0.490.640.63
Basic earnings per share after non deduction (yuan / 0.410.550.55)
Shares)
Diluted earnings per share after deduction of non (RMB / 0.410.550.55)
Shares)
Weighted average return on net assets 13.29% 15.12% 14.26%
After deducting non weighted average net assets, the income was 11.04% 13.15% 12.40%
Profit rate
Assumption 3: the net profit in 2022 will increase by 50% compared with that in 2021
Profits attributable to shareholders of the parent company 19412.6029118.9129118.91
(10000 yuan)
16120.3025826.6025826.60 attributable to shareholders of the parent company after deduction
Profit (10000 yuan)
Basic earnings per share (yuan / share) 0.490.740.73
Diluted earnings per share (yuan / share) 0.490.740.73
Basic earnings per share after non deduction (yuan / 0.410.650.64)
Shares)
Diluted earnings per share after deduction of non (RMB / 0.410.650.64)
Shares)
Weighted average return on net assets 13.29% 17.24% 16.28%
Non weighted average net assets after deduction: 11.04% 15.29% 14.44%
Profit rate
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.
After the issuance of shares to specific objects is completed, it is expected that the company’s basic earnings per share and return on net assets may decline to a certain extent in the short term, resulting in the risk that the company’s immediate return will be diluted after the funds raised are in place.
2、 Special risk tips on diluting the immediate return of shares issued to specific objects this time
After the raised funds are in place, as the total share capital and net assets of the company will increase accordingly after the issuance, it will take a certain time for the raised funds to generate operating benefits. When the total share capital and net assets increase, the indicators such as earnings per share and weighted average return on net assets will decline to a certain extent, and there is a risk that the shareholders’ immediate return will be diluted.
In particular, investors are reminded to invest rationally and pay attention to the risk that the issuance of shares to specific objects may dilute the immediate return. Meanwhile, in the process of calculating the dilution impact of this issuance on the immediate return, the company’s hypothetical analysis of the net profit attributable to the owner of the parent company in 2021 is not the company’s profit forecast. The specific measures to fill in the return to deal with the risk of dilution of the immediate return do not guarantee the company’s future profits, and investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors.
3、 Necessity and rationality of this issuance
(i) Necessity of raising funds this time
1. Guarantee the stability of control of listed companies
As of the date of this report, Mr. Chen Hang, the actual controller of the company, directly holds 17.76% of the equity of the company (the total share capital has excluded the number of shares in the company’s special repurchase account, the same below). Mr. Chen Hang, as the issuing object, fully subscribes for the shares issued to specific objects. If the issue can be implemented smoothly, Mr. Chen Hang will directly hold 20.13% of the shares of the company, and the increase of the shareholding proportion of the actual controller will play a positive role in ensuring the stability of the control of the listed company effect.
2. Enhance the company’s financial strength and grasp the development opportunities of the industry
The company’s main business is the development, sales and service of software products, focusing on the fields of financial electronic bills and non tax revenue, government smart finance, public procurement, smart city + digital village, helping the government create a new Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) governance model and promote the digital upgrading of the industry. With the rapid development of the industry and the continuous growth of the company’s business, the company’s demand for working capital is increasing; Secondly, in order to maintain the company’s product advantages, the company needs to constantly update and bring forth the new, provide customers with better and more complete products, and the corresponding demand for working capital is also increasing; Finally, the company is a light asset company focusing on software and services. Human resources related expenses are an important part of the company’s costs. With the continuous increase of the number of employees and the continuous rise of the average salary of employees, the company’s demand for working capital continues to increase. The company supplements the funds required for the company’s future business operation by issuing shares to specific objects, It is conducive to improving the company’s liquidity and enhancing its business undertaking and operation capacity.
3. Enhance capital strength and improve anti risk ability
Through this issuance, the company’s current assets and net assets will rise, liquidity indicators such as current ratio and quick ratio will be improved, and the company’s capital strength and anti risk ability will be further enhanced; Secondly, maintaining a certain level of working capital can improve the company’s response to major adverse changes in the future market or other force majeure factors
