Securities code: Zhejiang Taitan Co.Ltd(003036) securities abbreviation: Zhejiang Taitan Co.Ltd(003036) Announcement No.: 2022026 Zhejiang Taitan Co.Ltd(003036)
Announcement on diluted immediate return on public issuance of convertible corporate bonds, relevant filling measures 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.
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 provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), If a listed company dilutes the immediate return by refinancing, it shall promise and fulfill the specific measures to fill the return. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of diluting the immediate return on the company's main financial indicators on the public issuance of convertible corporate bonds (hereinafter referred to as "convertible bonds"), and put forward specific measures to fill in the diluted immediate return. The relevant subjects have made a commitment to the practical implementation of the measures to fill in the return. The details are as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(I) main assumptions and conditions
Based on the following assumptions, the company analyzes the impact of the diluted immediate return of convertible corporate bonds on the company's main financial indicators. Investors are reminded that the following assumptions do not constitute any prediction and commitment. If investors make investment decisions based on them and cause losses, the company will not be liable for compensation.
The issuance plan and actual completion time of this public offering of convertible corporate bonds shall be subject to the approval of the CSRC. Specific assumptions are as follows:
1. It is assumed that there will be no significant changes in the macroeconomic environment, industrial policies, the development of the company's industry and the product market;
2. The term of the convertible bonds issued this time is 6 years. It is assumed that all shares have been converted as of December 31, 2022 and all shares have not been converted as of December 31, 2022. The completion time of the share conversion is only an estimate, and the final result shall be subject to the real share conversion of the convertible bond holder, And the impact of allocation in equity and liabilities at the time of issuance of convertible bonds is not considered (the completion time is only used to calculate the impact of this issuance on the immediate return, and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Finally, it will be based on the actual completion time of the issuance and the holders of convertible corporate bonds after being reviewed and approved by the CSRC (the time when the conversion is completed shall prevail).
3. Assuming that the total amount of funds raised this time is 295.5 million yuan, the relevant issuance expenses will not be considered temporarily. The actual amount of funds raised from the public offering of convertible bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. The company's net profit attributable to the owner of the parent company in 2021 was 72.73 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 6553001 million yuan. According to the actual situation of the company's operation and the principle of prudence, the net profit before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 is calculated according to the following three situations: (1) a decrease of 10% compared with the previous period; (2) Same as the previous period; (3) An increase of 10% over the previous period. This assumption is only used to calculate the impact of the diluted immediate return of the convertible bond issuance on the main financial indicators, does not represent the company's judgment on the operation and trend in 2022, nor does it constitute the company's profit forecast;
5. According to the company's profit distribution plan for 2021, the company will distribute a cash dividend of 0.72 yuan (including tax) to all shareholders for every 10 shares, with a total cash dividend of 1555200000 yuan. Assuming that the dividend amount of the company in 2022 is consistent with the dividend amount of the profit distribution plan in 2021, and all of them are implemented in June of that year, the company will not send shares or convert capital reserve into share capital, The impact of dividends on the conversion price is not considered (the above assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators, which shall be subject to the deliberation and approval of the general meeting of shareholders and the actual completion time of implementation, and do not constitute a commitment to profit distribution);
6. The impact of this issuance on other production, operation and financial conditions of the company (such as financial expenses and investment income) is not considered;
7. Assuming that the conversion price of this convertible bond is 11.69 yuan / share, The price is the higher of the average trading price of the 20 trading days before March 15, 2022 (the seventh meeting of the ninth board of directors of the company) and the average trading price of the previous trading day (the conversion price is only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators. The final conversion price shall be determined by the board of directors of the company according to the issuance plan and market conditions before the issuance, and may be subject to ex rights, ex dividend adjustment or downward correction according to the authorization of the general meeting of shareholders);
8. When predicting the total share capital of the company after this issuance, the total share capital (216 million shares) on the date of the convening of the board of directors of this convertible bond is taken as the base, and the impact of factors other than the number of shares issued this time on the total share capital of the company is not considered;
9. The impact of the bank interest generated before the raised funds are utilized and the impact of the interest expense of this convertible bond are not considered;
10. When predicting the net assets after the issuance of the company, the impact of other factors on the net assets other than the raised funds, net profits and the conversion of convertible corporate bonds is not considered
11. The above assumptions are only to calculate the impact of the diluted immediate return of the convertible bond issuance on the company's main financial indicators, and do not represent the company's commitment to the profitability and cash dividends in 2022, nor the company's judgment on the operation and trend in 2022.
(II) impact of diluted immediate return on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of the diluted immediate return on the company's main financial indicators, as follows:
2021 / 20212022 / December 31, 2022
December 31, 2022 December 31, 2022 December 31, 2022
Total share capital (10000 shares) 216 Jiangsu Alcha Aluminium Group Co.Ltd(002160) 024128
Assumption 1: the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 is the same as that in 2021
Net profit attributable to the owner of the parent company 727 Ningbo Runhe High-Tech Materials Co.Ltd(300727) 300 (ten thousand yuan)
Net profit attributable to the owner of parent company 655301655301655301 after deducting non recurring profit and loss (10000 yuan)
Shareholders' equity attributable to the parent company at the end of the period (RMB 11419845, 11919625, 14874625)
Basic earnings per share (yuan / share) 0.3439 0.3367 0.3367
Diluted earnings per share (yuan / share) 0.3439 0.3367 0.3367
After deducting non recurring profits and losses, the basic earnings per share is 0.3098 0.3034 0.3034 (yuan / share)
Diluted earnings per share of 0.3098 0.3034 0.3034 after deducting non recurring profits and losses (yuan / share)
Weighted average return on net assets 6.68% 6.21%
Weighted average return on net assets (after deducting non recurring profits and losses of 6.02%, 5.60% and 5.60%) hypothesis 2: the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 increased by 10% compared with the previous period
Net profit attributable to the owner of the parent company: 727300 (RMB 800030)
Net profit attributable to owners of parent company 655301720831 after deducting non recurring profit and loss (10000 yuan)
Shareholders' equity attributable to the parent company at the end of the period (RMB 11419845, 12064355, 15019355)
Basic earnings per share (yuan / share) 0.3439 0.3704 0.3704
Diluted earnings per share (yuan / share) 0.3439 0.3704 0.3704
After deducting non recurring profits and losses, the basic earnings per share is 0.3098 0.3337 0.3337 (yuan / share)
Diluted earnings per share of 0.3098 0.3337 0.3337 after deducting non recurring profits and losses (yuan / share)
Weighted average return on net assets 6.68% 6.81%
Assumption 3 of weighted average return on net assets (after deducting non recurring profits and losses of 6.02%, 6.14% and 6.14%): the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 is 10% lower than that in the previous period
Net profit attributable to owners of parent company: 727 Astro-Century Education & Technology Co.Ltd(300654) 570 (RMB 65457000)
Net profit attributable to the owner of parent company 655301589771 after deducting non recurring profit and loss (10000 yuan)
Shareholders' equity attributable to the parent company at the end of the period (RMB 11419845, 11918895, 14873895)
Basic earnings per share (yuan / share) 0.3439 0.3030 0.3030
Diluted earnings per share (yuan / share) 0.3439 0.3030 0.3030
After deducting non recurring profit and loss, the basic earnings per share is 0.3098 0.2730 0.2730 (yuan / share)
Diluted earnings per share of 0.3098 0.2730 0.2730 after deducting non recurring profits and losses (yuan / share)
Weighted average return on net assets 6.68% 5.61% 5.61%
Weighted average return on net assets (after deducting non recurring profits and losses of 6.02%, 5.05% and 5.05%) Note 1: the basic earnings per share and weighted return on net assets are calculated in accordance with the preparation rules for 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).
Note 2: (1) basic earnings per share before share conversion = net profit attributable to common shareholders of the company in the current period ÷ total share capital before share conversion; (2) Basic earnings per share after share conversion = net profit attributable to ordinary shareholders of the company in the current period ÷ (total share capital before share conversion + number of shares converted × The number of months from the next month to the end of the year (12); (3) Weighted average return on net assets before share conversion = net profit attributable to ordinary shareholders of the company in the current period ÷ (net assets attributable to ordinary shareholders of the company at the beginning of the period + net assets attributable to ordinary shareholders of the company in the current period)
