Securities code: Yunding Technology Co.Ltd(000409) securities abbreviation: Yunding Technology Co.Ltd(000409) Announcement No.: 2022015 Yunding Technology Co.Ltd(000409)
Announcement on diluted immediate return of non-public offering of shares, filling measures taken by the company and commitments of relevant subjects
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Whereas Yunding Technology Co.Ltd(000409) (the “company”) intends to issue RMB ordinary shares (“this non-public offering”) to the controlling shareholder Shandong Energy Group Co., Ltd. (“shanneng group”), According to the relevant requirements of 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 (CSRC announcement [2015] No. 31) of China Securities Regulatory Commission (CSRC), in order to protect the right to know To safeguard the interests of small and medium-sized investors, the company analyzed the possible impact of this non-public offering of shares on the immediate return, and formulated specific measures to fill the return. The relevant subjects made a commitment that the company’s measures to fill the return can be effectively implemented. The details are as follows:
1、 Impact of this non-public offering on the company’s main financial indicators
(I) main assumptions and preconditions
Assumptions on the impact of diluted immediate return of this non-public offering on the company’s main financial indicators:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and market conditions;
2. It is assumed that the company will complete this non-public offering in June 2022. This time is only used to calculate the impact of the diluted immediate return of the non-public offering on the main financial indicators, and the final time shall be subject to the actual completion time of the offering after the approval of the CSRC;
3. Before the announcement of this non-public offering plan, the total share capital of the company was 510931158 shares, and the number of shares in this non-public offering did not exceed 153279347 shares (including this number) (the number of shares finally issued shall be subject to the number of shares approved by the CSRC). Assuming that the number of shares finally issued this time is 153279347 shares, the total share capital of the company after the issuance is 664210505 shares;
4. It is assumed that the total amount of funds raised in this offering is the upper limit of 86756110402 yuan of the total amount of funds raised in this non-public offering plan reviewed and approved by the board of directors, regardless of the impact of issuance expenses;
5. Other factors that affect the company’s non-public operating income (such as non-public operating income and non-public operating income) after taking into account the financial status of the company’s non-public offering and other factors;
6. According to the audit report of the company in 2021, the net profit attributable to the shareholders of the listed company in 2021 is 175975 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is 9.2587 million yuan. Assuming that the net profit attributable to the shareholders of the listed company realized by the company in 2022 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are divided into the following three situations: (1) the same as that of the previous year; (2) An increase of 20% over the previous year; (3) A decrease of 20% over the previous year.
The above profit level assumption is only used to calculate the impact of the diluted immediate return of the non-public offering on the company’s main financial indicators, without considering the impact on the company’s production, operation and financial status after the implementation of the raised investment project of the non-public offering. It does not represent the company’s judgment on the operation and trend of 2022, nor does it constitute a profit forecast of the company. Investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of diluted immediate return of this non-public offering on earnings per share, as follows:
Project year 2021 / year 2021 / year 2022 / December 31, 2022
Before and after the private offering on December 31
Total share capital (shares) 510931158510931158664210505
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 remain unchanged compared with the previous year
Net profit attributable to owners of parent company 175975175975175975
(10000 yuan)
After deducting non recurring profit and loss, it belongs to parent company 925.87 925.87 925.87
Net profit of the owner of the company (10000 yuan)
Basic earnings per share (yuan / share) 0.03 0.03 0.03
Diluted earnings per share (yuan / share) 0.03 0.03 0.03
Basic earnings per share after deduction (yuan / share) 0.02 0.02 0.02
Diluted earnings per share after deduction (yuan / share 0.02 0.02 0.02)
Weighted average return on net assets (%) 3.51 3.43 1.86
Weighted average return on net assets (excluding 1.84 1.80 0.98)
Scenario 2: 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 increased by 20% compared with the previous year
Net profit attributable to owners of parent company 175975211170211170
(10000 yuan)
After deducting non recurring profit and loss, it belongs to parent company 925.87111104111104
Net profit of the owner of the company (10000 yuan)
Basic earnings per share (yuan / share) 0.03 0.04 0.04
Diluted earnings per share (yuan / share) 0.03 0.04 0.04
Basic earnings per share after deduction (yuan / share) 0.02 0.02 0.02
Diluted earnings per share after deduction (yuan / share) 0.02 0.02 0.02
Weighted average return on net assets (%) 3.51 4.10 2.23
Weighted average return on net assets (excluding 1.84 2.16 1.17)
Scenario 3: 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 20% lower than that of the previous year
Net profit attributable to owners of parent company 175975140780140780
(10000 yuan)
After deducting non recurring profit and loss, it belongs to parent company 925.87 740.69 740.69
Net profit of the owner of the company (10000 yuan)
Basic earnings per share (yuan / share) 0.03 0.03 0.02
Diluted earnings per share (yuan / share) 0.03 0.03 0.02
Basic earnings per share after deduction (yuan / share) 0.02 0.01 0.01
Diluted earnings per share after deduction (yuan / share) 0.02 0.01 0.01
Weighted average return on net assets (%) 3.51 2.75 1.49
Weighted average return on net assets (excluding 1.84 1.45 0.78)
Note: the above financial indicators are calculated 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 (revised in 2010).
2、 Special risk tips for diluting the immediate return of this non-public offering
The total amount of funds raised in this non-public offering will be used to repay debts and supplement working capital after deducting relevant issuance expenses. It is expected that after the completion of this non-public offering, the company’s operating risk will be effectively reduced and its profitability will be improved. However, with the increase of the company’s total share capital and net assets, the company’s profitability may not increase by a corresponding margin in the short term, and the company’s immediate return may be diluted.
At the same time, when calculating the specific impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, the hypothetical analysis of the net profit attributable to the shareholders of the parent company in 2022 is not the company’s profit forecast. The specific measures to fill in the return to deal with the risk of diluted immediate return are not equivalent to ensuring the company’s future profits, and investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision.
3、 Necessity and feasibility of raising funds through this non-public offering
The necessity and feasibility of the funds raised in this non-public offering are detailed in “section IV feasibility analysis of the board of directors on the use of the raised funds” of the plan for non-public development of shares in Yunding Technology Co.Ltd(000409) 2022.
4、 The relationship between the funds raised from this non-public offering and the company’s existing business
After deducting the issuance expenses, the funds raised by the company in this non-public offering are intended to be used to repay debts and supplement working capital. This non-public offering will provide sufficient working capital guarantee for the company to continue to expand its business scale, have a positive impact on the company’s existing business operation, be conducive to the expansion of the company’s future business, enhance the company’s competitiveness and sustainable development ability, reduce the company’s operating risks, and realize and safeguard the long-term interests of shareholders. The company’s main business will not change significantly due to this non-public offering.
5、 The company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
After deducting the issuance expenses, the funds raised by the company’s non-public offering are intended to be used to repay debts and supplement working capital, which does not involve specific construction projects and the company’s relevant reserves in terms of relevant project personnel, technology, market, etc.
6、 Filling measures for diluting the immediate return of the company’s non-public offering
In order to ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of future return, the company plans to take a series of measures to improve the company’s operating performance and continuously create returns for shareholders. The specific measures are as follows:
(I) improve the corporate governance structure and strengthen operation management and internal control
In accordance with the provisions of laws, regulations and normative documents, the company has established and improved the management structure of the general meeting of shareholders, the board of directors and its special committees, the board of supervisors, independent directors, the Secretary of the board of directors and senior management, and consolidated the foundation of the company’s operation, management and internal control. In the future, the company will strictly comply with the requirements of laws, regulations and normative documents such as the company law of the people’s Republic of China (“company law”), the securities law of the people’s Republic of China (“Securities Law”), the guidelines for the governance of listed companies, and constantly improve the corporate legal person governance structure. At the same time, the company will comprehensively and effectively control the company’s operation and control risks, continue to improve and strengthen various procedures, improve the company’s operation and management level and strengthen the company’s internal control.
(II) strengthen the management of raised funds and ensure the rational and standardized use of raised funds
The company has formulated and improved the measures for the administration of Yunding Technology Co.Ltd(000409) raised funds in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the Listing Rules of Shenzhen Stock Exchange, and in combination with the actual situation of the company. The raised funds of this non-public offering will be deposited in the special account designated by the board of directors of the company. The company will regularly inspect the raised funds and cooperate with the regulatory bank and the sponsor to supervise the use of the raised funds, so as to ensure the rational and standardized use of the raised funds.
(III) promote the development of main business and improve the profitability of the company
The funds raised in this offering will be used closely around the company’s existing main business and the company’s future development plan, which will help to enhance the company’s ability to resist operational risks and enhance the company’s market competitiveness. After the raised funds are in place, the company will actively promote the development of its main business and further improve its income level and profitability.
(IV) optimize the profit distribution system and improve the return mechanism for investors
In order to improve the company’s profit distribution policy, enhance the transparency of profit distribution and protect the legitimate rights and interests of public investors, the company has issued the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (issued by the China Securities Regulatory Commission)
