Securities code: Shanghai Yaoji Technology Co.Ltd(002605) securities abbreviation: Shanghai Yaoji Technology Co.Ltd(002605) Announcement No.: 2022009 Shanghai Yaoji Technology Co.Ltd(002605)
Announcement on the impact of public issuance of convertible corporate bonds on diluted immediate return, filling measures and commitments of relevant entities (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.
Shanghai Yaoji Technology Co.Ltd(002605) (hereinafter referred to as “the company” or ” Shanghai Yaoji Technology Co.Ltd(002605) “) held the 30th meeting of the 5th board of directors and the 29th meeting of the 5th board of supervisors on March 16, 2022, deliberated and adopted the proposal on the impact of public issuance of convertible corporate bonds on diluting the immediate return and the measures taken by the company (Revised Draft).
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 issued by China Securities Regulatory Commission (CSRC announcement) According to the relevant provisions of [2015] No. 31), in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, the company analyzed the impact of the adjusted issuance of convertible bonds on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects made commitments to the effective implementation of the company’s measures to fill the return. The details are as follows:
1、 Impact of diluted immediate return on the company’s main financial indicators
Through deliberation and approval at the 30th meeting of the 5th board of directors of the company, the funds raised by this public offering of convertible corporate bonds shall not exceed 583127300 yuan (including 583127300 yuan).
(I) assumptions:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies and the industry in which the company is located. 2. It is assumed that the company will complete the public offering of convertible bonds at the end of May 2022 (the completion time is only used to calculate the impact of the offering on the immediate return, and the final time shall be subject to the actual completion time approved by the CSRC), and the conversion of shares will begin in November 2022. Two scenarios are assumed at the end of November 2022: all conversion of shares and all non conversion of shares.
3. According to the issuance plan, the total amount of funds raised from the public issuance of convertible bonds will not exceed 5832173 million yuan (including this amount). It is assumed that 5832173 million yuan will be issued according to the upper limit, regardless of the impact of issuance expenses. The actual amount of funds raised from the issuance of convertible bonds will be finally determined according to the review and registration of the regulatory authorities, the issuance and subscription, and the issuance expenses.
4. In order to quantitatively analyze the impact of this issuance of convertible corporate bonds on the dilution of immediate return, it is assumed that the share conversion price of this issuance is 18.00 yuan / share (the share conversion price is only the simulated calculation price and does not constitute a numerical prediction of the actual share conversion price). The actual initial conversion price of convertible corporate bonds in this public offering shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the recommendation institution (lead underwriter) according to the specific situation of the market and the company.
5. According to the performance forecast of 2021 disclosed by the company, the net profit attributable to the shareholders of the parent company in 2021 is expected to be 539.72 million yuan to 604.43 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is expected to be 494.72 million yuan to 549.43 million yuan. Assuming that calculated according to the average value of the performance forecast interval in 2021, the net profit attributable to the shareholders of the parent company in 2021 is 572075 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 522075 million yuan. It is assumed that the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 is respectively increased by 10%, flat and decreased by 10% on the basis of 2021. This assumption analysis does not constitute a profit forecast for the company, and investors should not make investment decisions based on it. If investors make investment decisions based on it, resulting in losses, The company is not liable for compensation.
6. When predicting the total share capital of the company, based on the total share capital of 404489687 shares as of December 31, 2021, only the impact of the number of shares issued this time on the share capital is considered, and the changes in the share capital caused by other factors such as the rest of the company’s daily share repurchase, profit distribution, the impact of the existing equity incentive plan on diluted earnings per share and so on are not considered.
7. It is assumed that the cash dividend of the company in 2021 and 2022 is consistent with that in 2020, that is, the cash dividend of 20042849500 yuan (including tax) will be distributed every year, and the capital stock will not be converted from the accumulation fund. It is assumed that the annual dividend time is June 30. The amount of cash dividends distributed in 2021 and 2022 in this assumption is only the expected amount, which does not constitute a commitment to the distribution of cash dividends.
8. It is assumed that the owner’s equity attributable to the parent company on December 31, 2021 = the owner’s equity attributable to the parent company at the beginning of 2021 + the net profit attributable to the owner of the parent company in 2021 – the amount of cash dividends in 2021;
It is assumed that the owner’s equity attributable to the parent company on December 31, 2022 = the owner’s equity attributable to the parent company at the beginning of 2022 + the net profit attributable to the owner of the parent company in 2022 – the amount of cash dividends in 2022 + the owner’s equity increased by share conversion.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the impact of the diluted immediate return on the company’s main financial indicators is estimated as follows:
Year 2022/
December 31, 2022, 2021
Project / December 2021
November 31, 2022 all non convertible shares in November 2022 all convertible shares in November 2022
Total share capital (10000 shares) 404489740448974368856
The amount of convertible bonds issued this time (10000 yuan) is 5831273
The conversion price of convertible bonds issued this time is 18.00 yuan
The number of shares converted from convertible bonds to shares in this issuance (10000 shares) is 323960
1. It is assumed that the net profit attributable to the shareholders of the listed company in 2022 will increase by 10% compared with that in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 572075062928256292825
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss: 522075057428255742825 profit (10000 yuan)
Net assets attributable to shareholders of the parent company (10000 yuan) 243164922860503234436305
Net assets per share (yuan) 6.01 7.07 7.88
Basic earnings per share (yuan / share) 1.41 1.56 1.55
Diluted earnings per share (yuan / share) 1.41 1.55 1.55
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 1.29 1.42 1.41
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 1.29 1.41 1.41
2. It is assumed that the net profit attributable to the shareholders of the listed company in 2022 is unchanged from that in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 572075057207505720750
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses 52207505220750 (RMB 10000)
Net assets attributable to shareholders of the parent company (10000 yuan) 243164922803295733864230
Net assets per share (yuan) 6.01 6.93 7.75
Basic earnings per share (yuan / share) 1.41 1.41 1.40
Diluted earnings per share (yuan / share) 1.41 1.40 1.40
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 1.29 1.29 1.28
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 1.29 1.28 1.28
3. It is assumed that the net profit attributable to the shareholders of the listed company in 2022 will decrease by 10% compared with that in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 572075051486755148675
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss: 52207504698675 (RMB 10000)
Net assets attributable to shareholders of the parent company (10000 yuan) 243164922746088233292155
Net assets per share (yuan) 6.01 6.79 7.62
Basic earnings per share (yuan / share) 1.41 1.27 1.26
Diluted earnings per share (yuan / share) 1.41 1.26 1.26
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 1.29 1.16 1.15
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 1.29 1.15 1.15
Note 1: the above assumptions are only to test the impact of the diluted immediate return of this issuance on the company’s main financial indicators, and do not represent the company’s view on profitability, nor the company’s judgment on operation and trend; Note 2: for the above calculation of earnings per share, the basic earnings per share and diluted earnings per share are calculated respectively 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 convertible bonds, the number of diluted potential ordinary shares issued by the company will increase accordingly, and the implementation of the company’s fund-raising investment project requires a certain process and time. Therefore, the basic earnings per share and diluted earnings per share may decline after the issuance of convertible bonds.
In the future, the full use of the raised funds and the further development of the main business will contribute to the improvement of the company’s earnings per share. At the same time, after the convertible bonds are converted into shares, the asset liability ratio of the company will decline, which is conducive to enhancing the stability of the company’s financial structure and anti risk ability.
2、 Risk tips for diluted immediate return of this offering
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, but the benefits of the company’s investment projects with raised funds need a certain period. If the company’s operating income and net profit do not increase at the same pace immediately, this issuance may affect the shareholding ratio of the company’s original shareholders The company’s return on net assets and earnings per share have a certain dilution impact. 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 public benefits of the conversion of convertible corporate bonds issued in this public offering
