Securities code: 000876 securities abbreviation: New Hope Liuhe Co.Ltd(000876) Announcement No.: 2022-006 bond Code: 127015127049 bond abbreviation: hope to convert bonds, hope to convert 2
Diluted immediate return on non-public offering of shares
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.
The 49th meeting of the 8th board of directors of New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company” or “the company”) deliberated and adopted the relevant proposals on the non-public offering of shares (hereinafter referred to as “the offering”). 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 of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), In order to safeguard the interests of small and medium-sized investors, the company analyzed the impact of this issuance on the dilution of immediate return, put forward specific measures to fill the return, and relevant subjects made a commitment that the company’s measures to fill the return can be effectively implemented.
The company’s announcement on the diluted immediate return of this offering and relevant filling measures is as follows:
1、 Impact of diluted immediate return on the company’s main financial indicators
(i) Main assumptions and premises of the analysis
The following assumptions are only used to calculate the impact of this issuance on the company’s main financial indicators, do not represent the company’s judgment on the company’s operation, and do not constitute a profit forecast. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation.
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development, product market and the company’s business environment.
2. Assuming that the company will complete the offering at the end of September 2022, the time is only an estimate, and the final time shall be subject to the actual completion time after the issuance is approved by the CSRC.
3. It is assumed that the total amount of funds raised by this non-public offering of shares is 4.5 billion yuan, regardless of the impact of issuance expenses. The actual scale of the raised funds received in this offering will be finally determined according to the approval of the regulatory authorities, the issuance subscription and the issuance expenses.
4. The pricing benchmark date of the non-public offering is the announcement date of the resolution of the 49th meeting of the eighth board of directors of the company. The pricing principle is not less than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date. After calculation, the price of the non-public offering is 12.24 yuan / share, so the number of shares issued is 367647058. The number of shares issued this time shall be subject to the number of shares approved by the CSRC.
5. It is assumed that the net profit attributable to the shareholders of the listed company in 2022 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are flat, reduced by 50% and breakeven compared with 2021. The hypothetical analysis is made in accordance with the relevant laws and regulations of the CSRC and does not constitute the company’s profit forecast under the relevant laws and regulations of the CSRC. 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.
6. It is assumed that the net profit attributable to the shareholders of the listed company in 2021 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are the same as the data of the company in the third quarter of 2020. The hypothetical analysis is made in accordance with the relevant laws and regulations of the CSRC and does not constitute the company’s profit forecast under the relevant laws and regulations of the CSRC. Investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision.
7. It is assumed that the owner’s equity attributable to the listed company on December 31, 2021 = the owner’s equity attributable to the listed company at the beginning of 2021 + the net profit attributable to the shareholders of the listed company in 2021. It is assumed that the owner’s equity attributable to the listed company on December 31, 2022 = the owner’s equity attributable to the listed company at the beginning of 2022 + the net profit attributable to the shareholders of the listed company in 2022 + the total amount of funds raised by this non-public offering.
8. It is assumed that in 2021 and 2022, no new cash dividends will be distributed, no bonus shares will be given, and no accumulation fund will be converted into share capital. The profit distribution plan is only used to calculate the impact of this issuance on diluted immediate return, and the actual dividend shall be subject to the profit distribution plan deliberated and approved by the general meeting of shareholders of the company.
9. The impact on the company’s production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the funds raised from this non-public offering are received is not considered.
10. When predicting the total share capital of the company, based on the total share capital of 4505211342 shares of the company on December 31, 2021, 69631459 repurchased shares that do not participate in profit distribution, i.e. 4435579883 shares, are deducted as the base; In addition to the impact of this non-public offering of shares, changes in share capital caused by other factors are not considered. Assuming that the impact of the conversion of convertible corporate bonds issued by the company on the total share capital is not considered, there are no other possible equity changes except for the non-public offering of shares.
11. The impact of bank interest generated before the raised funds are utilized will not be considered.
12. When predicting the net assets of the company after issuance, the impact of other factors other than cash dividends, raised funds and net profits on the net assets is not considered.
（2） Impact 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:
Project year 2021 / year 2022 / December 31, 2022 (E)
December 31, 2021 (E) before and after this offering
Scenario 1: the net profit before and after non deduction in 2022 is the same as that in 2021
Total share capital 44355798834355798834803226941
The capital raised in this offering is 4500000000.00
(yuan)
Shares attributable to listed companies -6401188106.51-6401188106.51-6401188106.51
East’s net profit (yuan) belongs to shares of listed companies
East deduction non recurring -5001311194.65-5001311194.65-5001311194.65
The net profit (yuan) of profit and loss belongs to the listed company at the beginning of the period
Net assets of shareholders of the company 39846334135.6834548508458.2534548458.25
(yuan) attributable to listed companies at the end of the period
Net assets of shareholders of the company: 34548508458.2528147320351.7432647320351.74
(yuan)
Basic earnings per share (yuan / – 1.44-1.44-1.41)
Shares)
Diluted earnings per share (yuan / – 1.44-1.28-1.26)
(shares) net of non recurring profits and losses
Basic earnings per share (RMB -1.13-1.13-1.10)
/Shares)
Deducting non recurring profit and loss
Diluted earnings per share (RMB -1.13-1.00-0.98 / share)
Weighted average net asset income – 17.47% – 20.42% – 19.71% profit rate deducting non recurring profits and losses
Weighted average net assets of – 13.65% – 15.95% – 15.40% yield scenario 2: net profit before and after deduction in 2022 and loss reduction of 50% in 2021
Total share capital 44355798834355798834803226941
The capital raised in this offering is 4500000000.00 (yuan)
The net profit (yuan) attributable to the listed company shares -6401188106.51-3200594053.26-3200594053.26 belongs to the listed company shares
Dong’s net profit (yuan) after deducting non recurring -5001311194.65-2500655597.33-2500655597.33 profits and losses belongs to the listed company at the beginning of the period
The net assets of the shareholders of the company 39846334135.6834548508458.2534548508458.25 yuan were attributable to the listed company at the end of the period
Net assets of shareholders of the company: 34548508458.2531347914405.0035847914405.00 (yuan)
Basic earnings per share (yuan / -1.44-0.72-0.71 shares)
Diluted earnings per share (yuan / -1.44-0.64-0.63 shares) less non recurring profits and losses
Basic earnings per share (RMB -1.13-0.56-0.55 / share) after deducting non recurring profits and losses
Diluted earnings per share (RMB -1.13-0.50-0.49 / share)
Weighted average net asset income – 17.47% – 9.71% – 9.39% profit rate deducting non recurring profits and losses
Weighted average net assets of – 13.65% – 7.59% – 7.34% yield scenario 3: break even in 2022
Total share capital 44355798834355798834803226941
The capital raised in this offering is 4500000000.00 (yuan)
Net profit attributable to shares of listed companies – 6401188106.51 — Dongdong (yuan) belongs to shares of listed companies
Dong’s net profit (yuan) after deducting non recurring -5001311194.65 – profit and loss belongs to the listed company at the beginning of the period
The net assets of the shareholders of the company 39846334135.6834548508458.2534548508458.25 yuan were attributable to the listed company at the end of the period
Net assets of shareholders of the company: 34548508458.2534548508458.2539048508458.25 (yuan)
Basic earnings per share (yuan / -1.44 — shares)
Diluted earnings per share (yuan / – 1.44 — shares) less non recurring profits and losses
Basic earnings per share (RMB -1.13 — / share) less non recurring profits and losses
Diluted earnings per share (yuan)
