Securities code: Guangzhou Jiacheng International Logistics Co.Ltd(603535) securities abbreviation: Guangzhou Jiacheng International Logistics Co.Ltd(603535) No.: 2022014 Guangzhou Jiacheng International Logistics Co.Ltd(603535)
Announcement on publicly issuing convertible corporate bonds, diluting the immediate return and taking filling measures (Revised Draft)
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.
Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as “the company”) publicly issued A-share convertible corporate bonds (hereinafter referred to as “convertible bonds”), which were deliberated and approved by the 26th meeting of the Fourth Board of directors and the third extraordinary general meeting of shareholders in 2021, and the 28th meeting of the Fourth Board of directors was held on March 9, 2022, The proposal on the company’s plan for public issuance of convertible corporate bonds (Revised Draft) and the proposal on diluting the immediate return and taking filling measures for public issuance of convertible corporate bonds (Revised Draft) were deliberated and adopted, which need to be approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
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) 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 IPO and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC (CSRC announcement [2015] No. 31) and other relevant documents, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of this issuance on the dilution of immediate return, and put forward specific measures to fill the return. Relevant subjects have also made a commitment that the company’s measures to fill the return can be effectively implemented. The details are as follows: I. The impact of this public offering of convertible bonds on the company’s main financial indicators (I) main assumptions and preconditions
1. No major changes have taken place in the macroeconomic environment, industrial policies and industrial development; 2. 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 will not be considered. The impact of bank interest generated before the raised funds are utilized and the interest expense of this convertible bond will not be considered;
3. The issuance is assumed to be completed in June 2022 and December 31, 2022 respectively
There are two situations: all shares are converted and all shares are not converted on December 31, 2022. The above-mentioned issuance quantity, the time for the completion of the issuance plan and the completion time of the share conversion are only estimates, and the final issue quantity approved by the CSRC, the actual completion time of the issuance plan and the actual time for the holders of convertible bonds to complete the share conversion shall prevail;
4. Assuming that the total amount of funds raised in this convertible bond issuance is 80 million yuan, without considering the impact of deducting the issuance expenses, the actual completion of the issuance approved by the CSRC shall prevail;
5. Assuming that the conversion price of this convertible bond is 28.42 yuan / share (the price is not lower than the average transaction price of the first 20 trading days on the date of the 28th meeting of the Fourth Board of directors (March 9, 2022) or the average transaction price of the previous trading day, whichever is higher), The conversion price is only used to calculate the impact of the diluted immediate return of the convertible corporate bond issuance on the main financial indicators, and does not constitute a numerical prediction of the actual conversion price; 6. It is assumed that the impact of cash dividends on net assets in 2021 and 2022 will not be considered;
7. In 2021, the net profit attributable to the shareholders of the parent company before deduction was 1824022 million yuan, and the net profit attributable to the shareholders of the parent company after deduction was 1629531 million yuan. It is assumed that the net profit attributable to the shareholders of the parent company before and after deduction in 2022 is calculated as no growth, an increase of 20% and an increase of 40% respectively compared with that in 2021;
8. The company’s profit distribution plan for 2021 is: Based on 160860576 shares of capital stock as of December 31, 2021, the company will distribute cash dividends of 1.15 yuan (including tax) for every 10 shares to all shareholders of the company registered on the equity registration date of cash dividends in 2021, with a total of 1849896624 yuan. Increase 4.5 shares for every 10 shares to all shareholders with capital reserve. Since the earnings per share index will change greatly after the capital reserve is converted to share capital, the impact of conversion to share capital is not considered for the purpose of this calculation. The profit distribution plan has not been deliberated and approved by the company’s 2021 annual general meeting of shareholders. 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. Owner’s equity attributable to the parent company on December 31, 2022 = owner’s equity attributable to the parent company at the beginning of 2022 + net profit attributable to the parent company in 2022 – amount of cash dividends in the current period + fair value of convertible bond equity;
The above assumptions and the situation of the company’s main financial indicators before and after this issuance are only to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, do not represent the company’s judgment on the business situation and trend in 2022, and do not constitute the company’s profit forecast and profit distribution forecast. Investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision. (II) impact of this issuance on main financial indicators
Based on the above assumptions, the impact of the diluted immediate return of convertible corporate bonds on the company’s main financial indicators is as follows:
Year 2021 / year 2021 year 2022 / December 31, 2022 project December 31
All non convertible shares all convertible shares
Total share capital (10000 shares) 16086061890122
Assumption 1: the net profit attributable to the shareholders of the parent company before and after deducting non profits in 2022 has no increase compared with that in 2021
Net profit attributable to the owner of the parent company in the current period 182402218240221824022 (10000 yuan)
Net profit attributable to the owner of the parent company in the current period after deducting 162953116295311629531 non recurring profit and loss (10000 yuan)
Owner’s equity attributable to the parent company at the beginning of the period 1741763920357609 (RMB 20357609)
Owner’s equity attributable to the parent company at the end of the period: 20357609, 23241922, 2875653600 yuan
Basic earnings per share (yuan / share) 1.19 1.13 1.04
Basic earnings per share after deducting non recurring gains and losses: 1.06 1.01 0.93 yuan / share
Net assets per share (yuan) 12.66 14.45 15.21
Assumption 2: the net profit attributable to the owners of the parent company before and after deduction of Non Profits in 2022 increased by 20% compared with that in 2021
The net profit attributable to the owner of the parent company in this period is 182402221888262188826 yuan (10000 yuan)
Net profit attributable to the owner of the parent company in the current period after deducting 162953119554371955437 non recurring profit and loss (10000 yuan)
Owner’s equity attributable to the parent company at the beginning of the period 1741763920357609 (RMB 20357609)
Owner’s equity attributable to the parent company at the end of the period: 20357609, 23606726, 2912134100 yuan
Basic earnings per share (yuan / share) 1.19 1.36 1.25
Basic earnings per share after deducting non recurring profits and losses: 1.06 1.22 1.12 (yuan / share)
Net assets per share (yuan) 12.66 14.68 15.41
Assumption 3: the net profit attributable to the owners of the parent company before and after non deduction in 2022 increased by 40% compared with that in 2021
Net profit attributable to the owner of the parent company in the current period: 182402225536302553630 profit (10000 yuan)
Net profit attributable to the owner of the parent company in the current period after deducting 162953122813442281344 non recurring profit and loss (10000 yuan)
Owner’s equity attributable to the parent company at the beginning of the period 1741763920357609 (RMB 20357609)
Owner’s equity attributable to the parent company at the end of the period 20357609239715302948614500 yuan
Basic earnings per share (yuan / share) 1.19 1.59 1.46
Basic earnings per share after deducting non recurring gains and losses: 1.06 1.42 1.30 yuan / share
Net assets per share (yuan) 12.66 14.90 15.60
Note: 1. When predicting the net assets of the company after issuance, the impact of other factors other than the raised funds and net profits on the net assets is not considered;
2. The above indicators are calculated in accordance with the relevant 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、 Risk tips for diluting the immediate return of convertible bonds in this public offering
After the issuance of convertible bonds and before the conversion, the company shall pay interest on the convertible bonds that have not been converted according to the pre agreed coupon rate. If the profit growth brought by the use of the raised funds of convertible bonds cannot cover the bond interest that needs to be paid on the convertible bonds, the immediate return of the company’s common shareholders may be diluted. After some or all of the convertible corporate bonds held by investors are converted into shares, the total share capital and net assets of the company will increase to a certain extent, which will dilute the shareholding proportion of the original shareholders and the earnings per share of the company. In addition, the convertible corporate bonds issued in this public offering 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, so as to expand the potential dilution effect of the conversion of convertible corporate bonds issued in this public offering on the original ordinary shareholders of the company.
After the company publicly issues convertible corporate bonds, 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、 The necessity and rationality of the board of directors choosing this public offering of convertible bonds
The total amount of funds raised from the public offering of convertible corporate bonds is expected to be no more than 80 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses is proposed to be invested in the following projects:
Unit: 10000 yuan
No. project name total investment proposed to be invested by raised funds
1 cross border e-commerce smart logistics center and supporting facilities 67144305700000
2 supplementary working capital 23 China Vanke Co.Ltd(000002) 300000
total
