Securities code: 002829 securities abbreviation: Beijing Starneto Technology Co.Ltd(002829) Announcement No.: 2022-007 Beijing Starneto Technology Co.Ltd(002829)
Announcement on diluting the immediate return of non-public offering of a shares, taking filling measures and commitments of relevant subjects
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important note: the following analysis and description of the company's main financial indicators after the non-public offering of A-Shares do not constitute the company's profit forecast. Investors should not make investment decisions only based on such analysis and description. If investors make investment decisions based on this, the company will not bear any responsibility for any losses caused by investors.
Beijing Starneto Technology Co.Ltd(002829) (hereinafter referred to as "the company") deliberated and adopted the company's proposal on non-public offering of A-Shares at the 10th meeting of the Fourth Board of directors held on January 6, 2022. 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) Several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and guidance on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (China Securities Regulatory Commission [2015] No. 31) and other laws and regulations, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of the diluted immediate return on the main financial indicators of the non-public offering of shares, and put forward specific measures to fill the return. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments that the proposed filling measures can be effectively implemented. The details are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company's main financial indicators
(i) Main assumptions
The following assumptions are only used to calculate the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, do not represent the judgment of the company's operation and trend in 2022, and do not constitute a profit forecast. The company shall not be liable for any loss caused by the investor's investment decision.
1. Assuming that the company's non-public offering is completed in September 2022, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the company's main financial indicators, and the final time shall be subject to the actual completion time of the offering after being approved by the CSRC;
2. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, securities industry, product market and the company's business environment;
3. Assuming that the total amount of funds raised in this non-public offering is 75 million yuan, regardless of the issuance expenses, the actual amount of funds raised in this non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance subscription and the issuance expenses;
4. Assuming that the price of A-Shares in this non-public offering is 80% of the average trading price of the shares in the 20 trading days before the first day of the issuance period, assuming that the average trading price of the shares in the 20 trading days before the first day of the issuance period is the average trading price of the company from December 8, 2021 to January 5, 2022 (the trading day before the resolution date of the board of directors), the corresponding issuance price is 30.80 yuan / share, The corresponding number of shares issued is 24350649;
5. When predicting the total share capital of the company, based on the total share capital of 154685040 shares as of the announcement date of this plan, only the impact of this non-public offering of A-Shares and the exercise of all options in June 2022 are considered, and the changes in share capital caused by other adjustments including share repurchase are not considered;
6. In 2020, the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses will be 110.1065 million yuan and 102.343 million yuan respectively; The compound growth rate of net profit attributable to shareholders of listed companies after deducting non recurring profits and losses from 2018 to 2020 was 489.21%. According to the company's option incentive performance assessment objectives, based on the net profit in 2020, the net profit growth rate is expected to be 50% in 2021. It is assumed that the net profit attributable to the owners of the parent company and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses realized by the company in 2022 are calculated respectively according to the following three situations compared with 2021: ① unchanged compared with the previous period; ② An increase of 10% over the previous period; ③ An increase of 20% over the previous period. This assumption is only used to calculate the impact of the diluted spot return of the non-public offering of A-Shares on the main financial indicators, does not represent the company's judgment on the business situation and trend in 2022, nor does it constitute the company's profit forecast; 7. The impact of other non recurring profits and losses and force majeure factors on the company's financial situation is not considered;
8. The impact on the company's operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received is not considered.
（2） Impact on the company's main financial indicators
Based on the above assumptions, the company has calculated the impact of this non-public offering on the main current income indicators, as follows:
2021 / 20212022 / December 31, 2022
December 31, 2014
Before and after this offering
Scenario 1: the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the same as that of the previous year
Net profit attributable to the owner of the parent company (RMB 16515.9816515.9816515.98)
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses of 15351.4515351.4515351.45 (RMB 10000)
Basic earnings per share (yuan / share) 1.071.061.02
Diluted earnings per share (yuan / share) 1.061.061.02
Basic earnings per share excluding non recurring gains and losses: 0.990.990.95 yuan / share
Diluted earnings per share excluding non recurring profits and losses of 0.990.980.94 yuan / share scenario 2: the corresponding annual growth rate of the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 10%
Net profit attributable to owners of the parent company (RMB 1651598167.5818167.58)
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses of 15351.4516886.6016886.60 (RMB 10000)
Basic earnings per share (yuan / share) 1.071.171.12
Diluted earnings per share (yuan / share) 1.061.161.12
Basic earnings per share after deducting non recurring profits and losses: 0.991.081.04 yuan / share
Diluted earnings per share after deducting non recurring profits and losses of 0.991.081.04 yuan / share scenario 3: the corresponding annual growth rate of the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 20%
Net profit attributable to owners of the parent company (RMB 165159819819.1719819.17)
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses of 15351.4518421.7418421.74 (RMB 10000)
Basic earnings per share (yuan / share) 1.071.271.22
2021 / 20212022 / December 31, 2022
December 31, 2014
Before and after this offering
Diluted earnings per share (yuan / share) 1.061.271.22
The basic earnings per share after deducting non recurring profits and losses is 0.991.181.14 yuan / share
Diluted earnings per share excluding non recurring profits and losses of 0.991.181.13 yuan / share note 1: basic earnings per share and diluted earnings per share are calculated in accordance with the rules for the preparation of information disclosure of companies offering securities to the public No. 9;
2、 Risk tips for diluted immediate return of this non-public offering
Since it takes a certain period from the time the raised funds are put into use to the time when the raised investment projects are put into operation and generate benefits, before the raised investment projects generate benefits, the return of shareholders still depends on the company's existing business foundation. Due to the increase of the company's total share capital, the earnings per share index of the company may decline after this non-public offering. There is a risk of diluting the company's immediate return in the year of this non-public offering of a shares.
Meanwhile, the hypothetical analysis of 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 is not the company's profit forecast, The specific measures to cover the risk that the immediate return is diluted do not guarantee the company's future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation. Draw the attention of investors. 3、 Necessity and rationality of this non-public offering
The total amount of funds raised in this non-public offering does not exceed 75 million yuan. The net amount of funds raised after deducting the issuance expenses will be invested in the following projects:
Unit: 10000 yuan
No. project name total project investment raised capital investment
1 UAV industrialization project 37000.0028000.00
2 UAV system research institute project 27500.0026000.00
3. Supplementary working capital 21000.0021000.00
Total 85500.007500.00
The necessity and rationality of this non-public offering are described in the feasibility analysis report on the use of funds raised by A-share non-public development banks in Beijing Starneto Technology Co.Ltd(002829) 2022 disclosed by the company on the same day.
4、 Measures taken by the company to dilute the immediate return of this non-public offering
In order to protect the interests of investors, the company will take various measures to ensure the rational use of the raised funds and effectively prevent the risk of dilution of immediate return. The specific measures include:
(i) Improve the company's operation and management level and improve the company's governance structure
The company will improve the business process, improve the operation efficiency, strengthen the information management of R & D, procurement, sales and other links, and strengthen the collection of sales receipts,
