Securities code: Chengxin Lithium Group Co.Ltd(002240) securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022015 Chengxin Lithium Group Co.Ltd(002240)
Diluted immediate return on non-public offering of A-Shares and
Announcement of 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.
Important:
The following analysis and description of the company's main financial indicators in this non-public offering of A-Shares do not constitute a profit forecast or commitment to the company. The formulation of filling return measures does not guarantee the company's future profits. 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.
Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as "the company") plans to issue A-share non-public (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), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and China Securities Regulatory Commission (hereinafter referred to as "CSRC") In accordance with the provisions of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other relevant documents, 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 has carefully analyzed the impact of this issuance on immediate return and put forward specific measures to fill in the return, Relevant entities have made commitments on the measures to be taken to effectively fulfill the company's compensation return. The specific contents are as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(I) main assumptions and explanations of financial calculation
The number of shares in this non-public offering shall not be less than 46522448 (including this number) and not more than 69783670 (including this number), and the total amount of funds raised shall not exceed 300 million yuan (including this number). Based on the following assumptions, the company analyzes the impact of the diluted immediate return of this offering on the company's main financial indicators, and draws investors' special attention. The following assumptions do not constitute any prediction and commitment, and investors should not make investment decisions accordingly. In case of losses caused by investors' investment decisions, the company will not be liable for compensation. The issuance plan and completion time of this issuance will finally be subject to the actual situation approved and issued by the CSRC. The specific assumptions are as follows:
1. It is assumed that there are no major adverse changes in the macroeconomic environment and the market situation of the company;
2. Assuming that the issuance is completed on September 30, 2022, the completion time is only used to estimate the impact of the diluted immediate return of the issuance on the main financial indicators, and the final time shall be subject to the actual completion time approved by the CSRC;
3. It is assumed that 69783670 shares (including this number) will be issued according to the upper limit of the number of shares issued in this non-public offering. The above-mentioned number of non-public shares is only an assumption based on the purpose of calculation, and the final number of shares issued shall be subject to the results approved by the CSRC;
4. Assuming that the net profit attributable to the parent company in 2021 is the average of the upper and lower limits of the performance forecast in 2021 of RMB 875 million, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2021 is the average of the upper and lower limits of the performance forecast in 2021 of RMB 893 million. The net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 increased by 0% (flat), 10% and 20% compared with that in 2021. The above profit level assumption is only to calculate the impact of the diluted immediate return of the non-public offering on the company's main financial indicators, and does not constitute the company's profit forecast for 2021 and 2022;
5. It is assumed that the calculation is based on the total share capital at the end of December 2021;
6. It is assumed that from the date of the meeting of the board of directors to consider the non-public offering to the end of 2022, there is no change in the total share capital of the company caused by other factors such as the conversion of provident fund to share capital, stock dividend distribution, stock repurchase and cancellation, equity incentive, option incentive exercise, convertible bond to share conversion and so on;
7. When calculating the total share capital of the company at the end of this issuance and calculating the earnings per share, only the impact of the above assumptions on the total share capital is considered, and other possible equity changes are not considered.
(II) impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of diluted immediate return on earnings per share, as follows:
2021 / 2022 / December 31, 2022
Project December 31, 2021
Before and after issue
Total share capital (shares) 865349955865349955935133625
Scenario 1: it is assumed that the annual growth rate of the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 is 0%
Net profit attributable to the owner of the parent company 8750 China High-Speed Railway Technology Co.Ltd(000008) 750 China High-Speed Railway Technology Co.Ltd(000008) 75000000 (yuan)
Net profit attributable to owners of 8930 China High-Speed Railway Technology Co.Ltd(000008) 930 China High-Speed Railway Technology Co.Ltd(000008) 930 China High-Speed Railway Technology Co.Ltd(000008) 93000000 after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 1.11 1.01 0.99
Diluted earnings per share (yuan / share) 1.11 1.01 0.99
After deducting non recurring profits and losses, the basic income per 1.13 1.03 1.01 shares (yuan / share)
Diluted earnings per 1.13 1.03 1.01 share (yuan / share) after deducting non recurring profit and loss scenario 2: it is assumed that the annual growth rate of net profit attributable to the owner of the parent company before and after deducting non recurring profit and loss in 2022 is 10%
Net profit attributable to the owner of the parent company 8750 China Baoan Group Co.Ltd(000009) 625 China Baoan Group Co.Ltd(000009) 62500000 (yuan)
Net profit attributable to owners of 8930 China Baoan Group Co.Ltd(000009) 823 China Baoan Group Co.Ltd(000009) 82300000 parent company after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 1.11 1.11 1.09
Diluted earnings per share (yuan / share) 1.11 1.11 1.09
After deducting non recurring profits and losses, the basic income per 1.13 1.14 1.11 shares (yuan / share)
Diluted earnings per 1.13 1.14 1.11 shares (yuan / share) after deducting non recurring profits and losses scenario 3: it is assumed that the annual growth rate of net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 is 20%
Net profit attributable to the owner of the parent company 8750 Ping An Bank Co.Ltd(000001) 0500 Ping An Bank Co.Ltd(000001) 050000000 (yuan)
Net profit attributable to the owner of 8930 Ping An Bank Co.Ltd(000001) 0716 Ping An Bank Co.Ltd(000001) 071 Shanghai Pudong Development Bank Co.Ltd(600000) parent company after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 1.11 1.21 1.19
Diluted earnings per share (yuan / share) 1.11 1.21 1.19
After deducting non recurring profits and losses, the basic income per 1.13 1.24 1.21 shares (yuan / share)
Diluted earnings per 1.13 1.24 1.21 shares after deducting non recurring profits and losses (yuan / share)
2、 Special risk tips on diluted immediate return of this offering
After the issuance, the company's share capital and net assets will increase accordingly.
As it may take some time for the use efficiency of the raised funds in this offering to be reflected, there is a risk that the immediate return of the company will be diluted after the raised funds are in place. Investors are hereby reminded to pay attention to the risk that the immediate return may be diluted in this offering. 3、 Explanation of the necessity and rationality of this issuance
The total amount of funds (including issuance expenses) to be raised in this non-public offering of shares shall not exceed 300 million yuan (including this amount). The net amount of funds raised after deducting issuance expenses will be used to supplement working capital and repay debts. For the analysis of the necessity and rationality of this issuance, please refer to "II. Necessity and feasibility of the investment project of this raised capital" in "section III feasibility analysis of the board of directors on the use of this raised capital" of the plan for non-public development of A-Shares in Chengxin Lithium Group Co.Ltd(002240) 2022 ".
4、 The relationship between the project invested by raised funds and the company's existing business and the reserves of personnel, technology, market, etc. engaged in the project invested by raised funds
After deducting the issuance expenses, all the funds raised from the non-public offering of shares are used to supplement working capital and repay debts, which is in line with the actual operation situation of the company. After the raised funds are in place and put into use, it can effectively alleviate the capital pressure of the company, reduce the financial cost of the company and provide sufficient impetus for the long-term sustainable development of the company's business. The use of the funds raised by this non-public offering does not involve the reserves of specific construction projects and relevant personnel, technology, market, etc.
5、 Measures to cover diluted immediate returns
In order to protect the interests of investors and ensure the effective use of the raised funds, so as to prevent the risk of diluted immediate return and improve the company's future return ability, the company plans to take the following measures to fill the diluted immediate return:
1. Strengthen the management of raised funds and improve the efficiency of the use of raised funds
The company has formulated and continuously improved the measures for the administration of raised funds in accordance with the provisions of the securities law, the measures for the administration of securities issuance by listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock Listing Rules of Shenzhen Stock Exchange and the articles of association, and in combination with the actual situation of the company Management and supervision are clearly stipulated, so as to effectively standardize the storage, use and management of raised funds and protect the legitimate rights and interests of investors to the greatest extent.
After the raised funds are in place, the company will strengthen the management of the use of the raised funds in strict accordance with the requirements of relevant laws and regulations and the measures for the management of raised funds, ensure the full and effective use of the raised funds according to the established purposes, reasonably prevent the use risks of the raised funds, improve the use efficiency of the raised funds, generate benefits and return to shareholders as soon as possible. 2. Strictly implement the profit distribution policy and pay attention to the return of investors and the protection of their rights and interests
The company has stipulated the policy of profit distribution and cash dividend in the relevant clauses of the articles of association in accordance with the notice on further implementing the matters related to cash dividend of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividend of listed companies and other relevant documents issued by the CSRC and in combination with the actual situation of the company. At the same time, the board of directors of the company has formulated the shareholder return plan for the next three years (20222024). After the issuance, the company will scientifically, normatively and strictly implement the profit distribution policy, improve the protection mechanism of investors' rights and interests, actively implement the profit distribution to shareholders, maintain the consistency, rationality and stability of the cash dividend policy, strengthen the shareholder investment return mechanism and strive to improve the shareholder return in accordance with the provisions of the articles of association and the shareholder return plan for the next three years (20222024), Effectively protect the legitimate rights and interests of public investors.
3. Further strengthen corporate governance and internal control and improve business performance
The company has established a sound internal control system, and will continue to improve the governance structure, actively optimize and improve the company's operation and management level and optimize the company's management mode in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies. The company will continue to strengthen the integration of human resources, improve the salary and incentive mechanism, and lay a solid foundation for improving quality and efficiency; The company will further optimize the governance structure, improve and strengthen the investment decision-making procedures, ensure that shareholders can fully exercise their rights, and the board of directors can exercise its functions and powers in accordance with the provisions of the articles of association, make scientific and reasonable decisions, and make rational use of various financing tools and channels to control the cost of funds, improve the efficiency of the use of funds and serve the company
