Securities code: Kangda New Materials(Group) Co.Ltd(002669) securities abbreviation: Kangda New Materials(Group) Co.Ltd(002669) Announcement No.: 2022029 Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
Diluted immediate return and filling measures for non-public offering of a shares
Announcement of commitments with 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.
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 requirements of laws, regulations and normative documents such as 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 of major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Kangda New Materials(Group) Co.Ltd(002669) “) made a careful, prudent and objective analysis on the impact of the non-public offering of A-Shares on the dilution of immediate return, and put forward specific measures to fill the return, and the relevant subjects made a commitment to the effective implementation of the company’s measures to fill the return. The diluted immediate return of this offering, relevant filling measures and commitments of relevant subjects are as follows:
1、 Impact of this offering on dilution of immediate return
(I) main assumptions and premises of the analysis
1. It is assumed that the company will complete the non-public offering at the end of June 2022 (the completion time is only the company’s estimate, and the final time shall be subject to the actual completion time of the offering);
2. It is assumed that there are no major adverse changes in the macroeconomic environment, the company’s industry and the company’s business environment;
3. As of September 30, 2021, the total share capital of the company is 252492921 shares. Assuming that the total amount of funds raised in this non-public offering is 70 million yuan (excluding the issuance cost), the number of shares in this non-public offering does not exceed 30% of the total share capital of the company before the issuance (i.e. no more than 75747876 shares), It is calculated based on the maximum number of shares in this non-public offering of 75747876 shares (the number of shares in this non-public offering is subject to the number of shares finally issued.)
4. The company’s net profit attributable to the shareholders of the parent company from January to September 2021 was 2.2444 million yuan, and the net profit attributable to the shareholders of the parent company after deducting the non recurring profit and loss was -6.3175 million yuan. The net profit attributable to the shareholders of the parent company before and after deducting the non recurring profit and loss in 2021 was calculated according to the annualized performance data from January to September 2021, i.e. 2.9925 million yuan and -8.4233 million yuan respectively.
It is assumed that the net profit attributable to the shareholders of the parent company in 2022 is the same as that in 2021, and the net profit attributable to the shareholders of the parent company in 2022 after deducting non recurring profits and losses is the same as that in 2021.
5. The impact on the company’s production and operation and financial status (such as financial expenses) after the funds raised by this issuance are received will not be considered.
6. In the above hypothetical analysis, the main financial indicators of the company before and after the issuance do not constitute the profit forecast of the company, and investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation.
(II) impact on main financial indicators
Based on the above assumptions and explanations, the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators such as earnings per share and return on net assets is as follows:
Project year 2021 year 2022 year
Before and after this non-public offering
Total share capital (10000 shares) 252492925249293282408
Net profit attributable to shareholders of the parent company (RMB 299.25 million)
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.0119 0.0119 0.0103
After deducting non recurring gains and losses, the basic earnings per share are -0.0334 -0.0334 -0.0290 (yuan / share)
Diluted earnings per share (yuan / share) 0.0119 0.0119 0.0103
Diluted earnings per share after deducting non recurring profits and losses -0.0334 -0.0334 -0.0290 (yuan / share)
Weighted average return on net assets (%) 0.1281% 0.1280% 0.1259%
After deducting non recurring profits and losses, the weighted average return on net assets is -0.3615% – 0.3628% – 0.3570 (%)
According to the above assumptions, compared with that before the issuance, the company’s basic earnings per share, diluted earnings per share and weighted average return on net assets have decreased to a certain extent after the issuance.
2、 Risk tips on diluted immediate return of this offering
After the completion of this non-public offering of a shares, the total share capital of the company will increase accordingly. Under the condition that the company’s operating income and net profit do not immediately achieve synchronous growth, according to the above calculation, this non-public offering may lead to a decline in earnings per share in the year of issuance compared with the same period of last year, and there is a risk that the company’s short-term performance will be diluted.
Investors are hereby reminded to pay attention to the risk that the non-public offering of A-Shares may dilute the immediate return. 3、 Explanation on the necessity and rationality of this non-public offering
For the necessity and rationality of this non-public offering of a shares, see “section III feasibility analysis of the board of directors on the use of the raised funds” in the plan for non-public development of A-Shares (Revised Version). 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
The company is a fine chemical enterprise mainly engaged in the R & D, production and sales of adhesives and new polymer materials.
The company’s products mainly include epoxy adhesive, polyurethane adhesive, acrylic adhesive, SBS adhesive and other series, hundreds of specifications and models. The investment projects of the raised funds are related to the company’s main business and will not have a significant impact on the company’s business structure. The investment project raised by the company in this issuance is conducive to expanding the company’s production capacity, improving the company’s market competitiveness and strengthening the company’s leading position in the subdivision field of new adhesive materials. Therefore, this fund-raising investment project will significantly improve the company’s core competitiveness, help the company develop and grow in the market competition, lay a solid foundation for the sustainable growth of the company’s performance, provide a strong impetus for the improvement of the company’s image and brand awareness, and provide a reliable guarantee for the company’s sustainable development, Through the implementation of fund-raising investment projects, the company’s comprehensive competitiveness will be enhanced, and its main business income and profitability will be effectively improved, which is in line with the long-term interests of the company and shareholders.
The company’s reserves in terms of personnel, technology and market for projects invested with raised funds are as follows: (I) personnel reserves
After years of development, the company has trained a group of high-end technicians and managers, and established a R & D and support service team with solid foundation, rich practical experience and reasonable professional division of labor. In the long-term R & D and project practice, the company has established a good talent training mechanism, established an effective performance management system and a competitive employee compensation and welfare system, and implemented a series of scientific management mechanisms and technical incentive mechanisms, so as to stimulate the enthusiasm and creativity of the company’s employees and effectively mobilize the enthusiasm of scientific researchers, Ensure the stability of the team. The company’s excellent talent reserve and perfect talent training mechanism are important supports for the smooth development and implementation of the project.
(II) technical reserve
The investment project of the raised funds is a typical technology integration R & D project. On the basis of introduction, absorption and digestion, the company has formed a core technology with independent intellectual property rights through technical research and experiment. The company’s R & D center is the national enterprise technology center and Shanghai adhesive Engineering Technology Research Center, and joins the Shanghai R & D public service platform. The subordinate testing centers are the national CNAs laboratory, the GL recognized testing center of the international organization Deutsche Veritas and the testing service platform of new polymer chemical materials. It is the first enterprise in China to pass the GL wind energy product certification of Germany and the only enterprise to produce epoxy resin structural adhesive for wind power blades on a large scale. The product performance has reached the international advanced level. The solvent-free polyurethane laminating adhesive independently developed by the company is widely used in food packaging and other flexible packaging industries, filling the gap in China and replacing imported products. The company’s profound technology and R & D capabilities provide a guarantee for the smooth implementation of the project.
(III) market reserve
With the promotion of the sustainable development of the national economy and the upgrading of the industrial structure, China’s adhesive industry closely follows the national development strategy and grows steadily. With the strong demand for glue in high-end fields such as new energy, fabricated construction, infrastructure real estate and 5g consumer electronics, China’s adhesive industry promotes the functionalization and high-end of products in the adhesive industry, and the application field is expanding.
During the 13th Five Year Plan period, China’s adhesive and adhesive tape industry maintained steady growth, and the industry development model gradually changed from scale expansion to quality and efficiency improvement. The enterprise’s technological innovation ability and management innovation ability were gradually improved. During the 14th Five Year Plan period, the development goal of China’s adhesives is that the average annual growth rate of output is 4.2%, and the average annual growth rate of sales is 4.3%; The development goal of China’s adhesive tape is that the average annual growth rate of output is 4.5%, and the average annual growth rate of sales is about 4.2%. Strive to change the situation of insufficient high-end and surplus low-end domestic products by the end of 2025, so that the proportion of output value of high value-added products in the industry will reach 40%.
In recent three years, the company’s adhesive products have a high capacity utilization rate, and the production equipment is basically in full load production. The company used its own funds to invest in production equipment and technological transformation to expand the production of adhesives, but it still can not meet the demand of future customers. In terms of sales, the company’s adhesive production has increased year by year, but it is still available. If the company cannot expand its production capacity in time, it will not be able to cope with the rapid growth of the current customer order demand, and the production capacity bottleneck will become an obstacle to the further development of the company. Therefore, expanding the scale of production capacity is to comply with the internal requirements of the rapid growth of market demand and an inevitable way to consolidate the company’s leading position in the industry and promote the rapid growth of performance.
5、 Measures taken by the company to dilute the immediate return of non-public A shares
In order to protect the interests of the majority of investors and reduce the impact of this non-public offering that may dilute the immediate return, the company plans to take a variety of measures to ensure the effective use of the funds raised in this non-public offering and effectively prevent the risk of dilution of the immediate return, so as to improve the immediate return to shareholders. The specific measures to be taken by the company are as follows: (I) strengthen the management of raised funds and ensure the standardized use of raised funds
The company has formulated the raised funds management system in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the Listing Rules of Shenzhen Stock Exchange, It has made clear provisions on the storage, use, management and supervision of the special account for the raised funds. After the funds raised from the non-public offering of A-Shares are in place, the company will carry out special storage of the raised funds, strictly manage the use of the raised funds, and cooperate with the regulatory bank and the recommendation institution to inspect and supervise the use of the raised funds, so as to ensure the reasonable and standardized use of the raised funds in accordance with the requirements of relevant laws and regulations and the company’s raised funds management system.
(II) actively implement investment projects with raised funds and improve the efficiency of the use of raised funds
The funds raised from this non-public offering of A-Shares are mainly used for the production and construction of adhesives and new materials, closely focusing on the company’s main business, which is conducive to improving the competitiveness of the company’s main business and the company’s profitability. The company will actively allocate resources, make overall and reasonable arrangements for the investment and construction progress of the project, improve the use efficiency of the raised funds, strive to achieve the expected benefits as soon as possible and enhance the return to shareholders.
(III) comprehensively improve the company’s operation and management level and improve the efficiency of operation and management
The company has formulated a relatively perfect and sound internal control system to ensure the normal and orderly operation of various business activities of the company. In the next few years, the company will further improve its operation and management level by strengthening talent training, increasing R & D investment, strengthening market channel construction and brand construction, and reduce the operating cost of the company by making rational use of various financing channels, strengthening control over procurement, production, sales and other aspects, and strengthening cost control, Improve the overall operation efficiency of the company.
(IV) strictly implement the cash dividend policy and strengthen the return mechanism for investors
In accordance with the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market, the notice on further implementing matters related to cash dividends of listed companies, and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions, Strictly implement the cash dividend policy specified in the articles of association and the shareholder return plan for the next three years (20212023), strengthen the investor return mechanism and strive to improve the return to shareholders.
(V) the commitment of the directors and senior managers of the company to take filling measures for the diluted immediate return of the non-public offering of a shares
All directors and senior managers of the company
