Securities code: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) securities abbreviation: Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) Announcement No.: 2022016 Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856)
Announcement on diluted immediate return and filling measures of non-public offering of A-Shares and 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.
Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) (hereinafter referred to as "the company", "the company" or " Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) ") the 13th meeting of the 4th board of directors deliberated and adopted relevant proposals on non-public offering of shares. 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) The relevant requirements of the 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 (CSRC announcement [2015] No. 31) are 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 the diluted immediate return of the non-public offering on the company's main financial indicators, and put forward specific measures to fill the return. The relevant subjects have made a commitment that the measures to be taken by the company to fill the return can be effectively implemented. The company's diluted immediate return and filling measures are described as follows:
1、 Impact of diluted immediate return of this offering on main financial indicators
(I) assumptions and premises
1. It is assumed that there will be no significant changes in the macroeconomic environment, industrial policies, industrial development, product market and the company's business environment.
2. Before this issuance, the total share capital of the company was 135312808 shares, and the number of shares issued this time is no more than 40593842 shares (including this number) (the final number of shares issued shall be subject to the number of shares actually issued after being approved by the CSRC). If calculated according to the number of shares issued = total amount of raised funds / issue price = 21621621 shares, After the issuance, the total share capital of the company will increase to 156934429 shares.
3. Assuming that the total amount of funds raised in this issuance is 200 million yuan, the impact of issuance expenses and the impact on the company's production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds are not considered.
4. Assuming that the non-public offering of shares will be completed by the end of June 2022, the time is only an estimate, and the final time will be subject to the actual completion time after the issuance is approved by the CSRC.
5. When predicting the total share capital of the company, based on the total share capital of 135312808 shares before the non-public offering, only the impact of the non-public offering is considered, and the changes in the total share capital of the company caused by other factors (such as conversion of reserve to share capital, stock dividend distribution, equity incentive, share repurchase, etc.) are not considered.
6. According to the performance forecast of the company in 2021, it is assumed that the net profit (lower range limit) attributable to the shareholders of the listed company in 2021 is -140 million yuan, and the net profit (lower range limit) deducting non recurring profits and losses attributable to the shareholders of the listed company is -1410400 yuan. It is assumed that the company's net profit before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 will decrease by 10%, remain unchanged and increase by 10% respectively compared with the loss in 2021 (this assumption is only used to calculate the impact of this issuance on the main indicators and does not represent the company's judgment on the operation and trend in 2022).
The above assumptions are only to test the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, and do not constitute profit forecast and performance commitment. 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.
(II) specific impact on the company's earnings per share and weighted average return on net assets
Based on the above assumptions, the company calculated the impact of this non-public offering on the main immediate income indicators, as follows:
2021 / 2021 / 2022 / December 31, 2022 project December 31, 2022
Before and after this offering
Total share capital (shares): 135312808135312808156934429
Total funds raised in this offering (yuan) -- 200000000
Assumption 1: the net profit attributable to the owner of the parent company in 2022 is the same as that in 2021
Net profit attributable to owners of parent company -14000000000 -14000000000 -14000000000 (yuan)
Before the issue on December 31, 2021 / 2022 and after the issue
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses (RMB)
Basic earnings per share (yuan) -1.03 -1.03 -0.96
Basic earnings per share after deducting non recurring profits and losses -1.04 -1.04 -0.97 (yuan)
Diluted earnings per share (yuan) -1.03 -1.03 -0.96
Diluted earnings per share after deducting non recurring profits and losses -1.04 -1.04 -0.97 (yuan)
Weighted average return on net assets -18.44% - 18.44% - 16.30%
The weighted average return on net assets after deducting non recurring profits and losses is - 18.58% - 18.58% - 16.42%. Hypothesis 2: the net profit attributable to the owner of the parent company in 2022 is 10% lower than the loss in 2021
Net profit attributable to owners of parent company -14000000000 -12 Shanghai Pudong Development Bank Co.Ltd(600000) 000 -12 Shanghai Pudong Development Bank Co.Ltd(600000) 000 (yuan)
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses of -14104000000 -12693 Shanghai Pudong Development Bank Co.Ltd(600000) -12693 Shanghai Pudong Development Bank Co.Ltd(600000) (yuan)
Basic earnings per share (yuan) -1.03 -0.93 -0.86
Basic earnings per share after deducting non recurring profits and losses -1.04 -0.94 -0.87 (yuan)
Diluted earnings per share (yuan) -1.03 -0.93 -0.86
Diluted earnings per share after deducting non recurring profits and losses -1.04 -0.94 -0.87 (yuan)
Weighted average return on net assets -16.45% - 16.45% - 14.55%
The weighted average return on net assets after deducting non recurring profits and losses is - 16.57% - 16.57% - 14.66%. Assumption 3: the net profit attributable to the owner of the parent company in 2022 is 10% higher than the loss in 2021
Net profit attributable to owners of parent company -14000000000 -15400000000 -15400000000 (yuan)
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses of -14104000000 -15514400000 -15514400000 (yuan)
Basic earnings per share (yuan) -1.03 -1.14 -1.05
Basic earnings per share after deducting non recurring profits and losses -1.04 -1.15 -1.06 (yuan)
Diluted earnings per share (yuan) -1.03 -1.14 -1.05
Diluted earnings per share after deducting non recurring profits and losses -1.04 -1.15 -1.06 (yuan)
Weighted average return on net assets -20.48% - 20.48% - 18.07%
Weighted average return on net assets after deducting non recurring profits and losses -20.63% - 20.63% - 18.21%. Note: earnings per share The weighted average return on net assets is calculated 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 and 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.
2、 Risk tips for diluted immediate return of this offering
After the raised funds are in place, the total share capital and net assets of the company will increase accordingly. If the future business scale and net profit of the company fail to achieve corresponding growth, the non-public offering may lead to the decline of earnings per share and other indicators of the company. There is a risk of diluting the company's immediate return in the current year. Please invest rationally and pay attention to investment risks.
3、 Necessity and rationality for the board of directors to choose this offering
The total amount of funds (including issuance expenses) to be raised by this non-public offering of shares shall not exceed 200 million yuan, which shall be used to supplement working capital. The necessity and rationality of this issuance are detailed in the relevant contents of "section IV feasibility analysis of the board of directors on the application of the raised funds" of the plan for non public development of shares in Shenzhen Magic Design & Decoration Engineering Co.Ltd(002856) 2022 announced on the same day.
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
After deducting the issuance expenses, all the funds raised from the non-public offering of shares are used to supplement the working capital, effectively meet the demand for working capital for the company's business expansion and provide guarantee for the company's business development; Through this issuance, the company further optimizes the capital structure, reduces financial risks and improves the sustainable development ability of the company. The use of the funds raised by this non-public offering does not involve the reserves of specific construction projects and relevant personnel, technology, market, etc.
5、 Specific measures to be taken by the company to fill the immediate return
As this issuance will increase the total share capital of the company, there is a risk that the immediate return of shareholders will be diluted. In order to protect the interests of investors and reduce the impact of the dilution of the immediate return of this issuance, the company plans to fill the dilution of the immediate return of this issuance through the following measures:
(I) strengthen the management of raised funds to ensure the rational and legal use of raised funds
In order to standardize the use and management of the company's raised funds and ensure the standardized, safe and efficient use of the raised funds, the company has formulated the measures for the management of raised funds in combination with the actual situation of the company. After the funds raised from this non-public offering are in place, the raised funds will be deposited in the special account designated by the board of directors to ensure that the raised funds are used to supplement working capital, and cooperate with the sponsor and the bank to inspect and supervise the use of the raised funds, so as to ensure the rational and standardized use of the raised funds.
(II) strengthen operation management and internal control to improve operation efficiency and profitability
Facing the complex and changeable economic environment, the company will actively take response measures, deepen internal reform, increase inward driving force, respond to changes in industry and customer demand, actively consolidate its main business, further expand Meizhi brand influence and consolidate the company's industry position.
The company will further strengthen quality control, continuously optimize business processes and internal control systems, improve the efficiency of capital use, improve and strengthen investment decision-making procedures, and design more reasonable capital
