Securities code: Profit Cultural & Creative Group Co.Ltd(300640) securities abbreviation: Profit Cultural & Creative Group Co.Ltd(300640) Announcement No.: 2022021 Profit Cultural & Creative Group Co.Ltd(300640)
Announcement on risk tips and filling measures for diluting immediate return by issuing shares to specific objects through simple procedures in 2022 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.
Special risk tips
The following hypothetical analysis and description of the main financial indicators of Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as “the company”) after issuing shares to specific objects in 2022 in a simple procedure do not constitute the profit forecast of the company. 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. The measures to fill in the return formulated by the company do not guarantee the company’s future profits. Please pay attention to the investment risks.
(unless otherwise specified in this announcement, relevant terms have the same meaning as in the plan for issuing shares to specific objects by summary procedure in Profit Cultural & Creative Group Co.Ltd(300640) 2022.)
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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 issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), and other laws According to the relevant requirements of laws and regulations and normative documents, the company carefully analyzed the impact of this issuance of shares on the dilution of immediate return, and put forward specific filling measures. The relevant subjects made a commitment that the company’s filling return measures can be effectively implemented. The details are as follows:
1、 The impact of diluting the immediate return on the company’s main financial indicators by issuing shares to specific objects through simple procedures
The total amount of funds raised by issuing shares to specific objects through simple procedures shall not exceed 134617200 yuan, and the number of shares issued shall not exceed 85609516 shares (including this number). According to the upper limit of the number of shares issued this time, after the completion of this issuance, the scale of the company’s share capital will be increased from 285365054 shares to 370974570 shares. After the completion of this offering, the company’s net assets and total assets will increase, the company’s asset liability ratio will decrease, the asset liability structure will become more stable, and the company’s overall financial situation will be further improved. However, due to the certain construction cycle of the investment projects with raised funds, if the growth rate of the company’s profit in the short term is less than the growth rate of net assets and share capital, After the raised funds are in place, the company’s immediate return (basic earnings per share and diluted earnings per share and other financial indicators) may be diluted.
(I) assumptions for the calculation of financial indicators
1. Assuming that the issuance is completed in June 2022, the completion time is only used to calculate the impact of the diluted immediate return of the shares issued to specific objects on the company’s main financial indicators. Finally, the actual completion time after the issuance is registered by the CSRC shall prevail.
2. It is assumed that there are no significant changes in the company’s macroeconomic environment, industrial policies, industry development and product market.
3. Assuming that 85609516 shares are issued according to the upper limit of the number of shares issued this time, the total amount of funds raised is 134617200 yuan, and the final number of shares issued is subject to the result of the registration and issuance of China Securities Regulatory Commission.
4. It is assumed that the impact on the company’s production and operation and financial status after the funds raised by this issuance are received will not be considered.
5. The net profit attributable to the shareholders of the listed company in 2021 was 2077901613 yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 1236430393 yuan. Assuming 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 calculated respectively according to the following three situations compared with 2021: (1) an increase of 20% over the previous period; (2) Same as the previous period; (3) 20% lower than the previous period.
This hypothetical analysis is only used to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, and does not constitute the company’s profit forecast or profit commitment. Investors should not make investment decisions based on it.
6. As of December 31, 2021, the owner’s equity attributable to the parent company was 675747500 yuan; It is assumed that as of December 31, 2022, the owner’s equity attributable to the parent company = the owner’s equity attributable to the parent company at the end of 2021 + the net profit attributable to the owner of the parent company in 2022 – the amount of cash dividends in 2021 – the repurchase of cancelled shares of RMB 1.4852 million.
7. When predicting the net assets of the company, the impact of other factors other than raised funds, net profits and cash dividends on the net assets is not considered;
8. The 12th meeting of the 4th board of directors of the company deliberated and approved the profit distribution plan for 2021: Based on the total share capital of 285365054 shares of the company on March 18, 2022, a cash dividend of 0.5 yuan (tax included) is distributed to all shareholders for every 10 shares, a total of 1426825270 yuan is proposed to be distributed, and the remaining undistributed profits are carried forward to the next year. It is assumed that the company’s 2021 annual general meeting of shareholders will consider and approve the above plan and complete its implementation before June 2022.
9. The above assumptions are only to calculate the impact of the diluted immediate return issued to specific objects in a simple procedure on the company’s main financial indicators, and do not represent the company’s view on the profitability of 2022, nor the company’s judgment and commitment on the operation and trend of 2022. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
(II) analysis on the impact of diluted immediate return on main financial indicators
Based on the above conditions and assumptions, the company calculated the impact of the diluted immediate return on the company’s main financial indicators. The specific analysis is as follows:
Project year 2021 / year 2022 / end of 2022
/Before and after the issuance at the end of 2021
Total shares at the end of the period (shares) 286850328536513709746
The number of shares issued this time (10000 shares) is 856095
The total amount of funds raised this time (10000 yuan) is 1346172
The expected completion date of this offering is June 2022
Assumption 1: the net profit attributable to the shareholders of the parent company and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2022 will increase by 20% compared with 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 207790249348249348
Net attributable to shareholders of the parent company after deducting non recurring profits and losses 123643148372148372
Profit (10000 yuan)
Owner’s equity attributable to shareholders of the parent company at the end of the period (10000 yuan) 675747568492888195460
Basic earnings per share (yuan / share) 0.08 0.09 0.08
Diluted earnings per share (yuan / share) 0.08 0.09 0.08
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.05 0.05 0.05
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.05 0.05 0.05
Weighted average return on net assets 3.56%, 3.63%, 3.31%
After deducting non recurring profits and losses, the weighted average return on net assets is 2.12%, 2.18% and 1.98%
Assumption 2: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the same as those in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 207790207790207790
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses (RMB 10000)
Owner’s equity attributable to shareholders of the parent company at the end of the period (10000 yuan) 675747568077308153902
Basic earnings per share (yuan / share) 0.08 0.07 0.06
Diluted earnings per share (yuan / share) 0.08 0.07 0.06
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.05 0.04 0.04
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.05 0.04 0.04
Weighted average return on net assets 3.56%, 3.03%, 2.76%
After deducting non recurring profits and losses, the weighted average return on net assets is 2.12%, 1.82% and 1.65%
Assumption 3: the net profit attributable to the shareholders of the parent company and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2022 are 20% lower than that in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 207790166232166232
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses: 123643 989.14 989.14 yuan
Owner’s equity attributable to shareholders of the parent company at the end of the period (10000 yuan) 675747567661728112344
Basic earnings per share (yuan / share) 0.08 0.06 0.05
Diluted earnings per share (yuan / share) 0.08 0.06 0.05
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.05 0.03 0.03
After deducting non diluted earnings per share (0.03 yuan / share)
Weighted average return on net assets 3.56%, 2.43%, 2.21%
After deducting non recurring profits and losses, the weighted average return on net assets is 2.12%, 1.46% and 1.32%
Note 1: in the above calculation process, earnings per share and weighted average return on net assets are calculated in accordance with the provisions of 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 (revised in 2010);
Note 2: non recurring profit and loss are defined according to the non recurring profit and loss items listed in the explanatory announcement on information disclosure of companies offering securities to the public No. 1 – non recurring profit and loss (CSRC announcement [2008] No. 43).
2、 Risk tips on diluting immediate return
After the funds raised from this stock issue are in place, the total share capital and net assets of the company will increase. Since it takes a certain time for the raised funds to be in place to generate benefits, the shareholder return during this period mainly depends on the existing business. With the increase of the company’s total share capital and net assets, if the company’s business scale and net profit fail to increase by a corresponding margin, there is a risk that earnings per share and return on net assets will be diluted.
3、 Necessity and rationality of this issuance of shares
This issuance is in line with relevant national regulations
