Securities code: Shenzhen Dawei Innovation Technology Co.Ltd(002213) securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022021 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement on diluting the immediate return of this non-public offering of shares, taking 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.
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 (Guo Ban Fa [2013] No. 110) and several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) In order to protect the interests of small and medium-sized investors, Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as "the company") has carefully analyzed the impact of this non-public offering of A-Shares on the company's main financial indicators and the impact of this offering on the diluted immediate return, and put forward the filling measures to be taken by the company. The relevant subjects have made a commitment that the company's filling return measures can be effectively implemented. The specific contents are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company's main financial indicators
(I) main assumptions and premises
Based on the following assumptions, the company analyzes the impact of the diluted immediate return of this non-public offering on the company's main financial indicators and draws investors' special attention. The following assumptions do not constitute any prediction and commitment matters, and investors should not make investment decisions based on them. If investors make investment decisions based on them, the company will not be liable for compensation, The issuance plan and actual completion time of this non-public offering of shares shall be subject to the final approval of the CSRC, as follows:
1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies and industrial development; 2. Assuming that the non-public offering is completed by the end of August 2022, the completion time is only the hypothetical time for calculating the diluted immediate return of the non-public offering, and the final time shall be subject to the actual completion time of the offering;
3. Assuming that the number of shares to be issued is no more than 30000000 (inclusive), the final number of shares to be issued shall be subject to the approval of the CSRC;
4. When predicting the total share capital of the company, based on the total share capital of 20 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares before the non-public offering, only the impact of the non-public offering is considered, and the changes in share capital caused by other factors are not considered;
5. This calculation does not consider the impact of the use of the raised funds on the company's production, operation and financial status (such as operating income, financial expenses, investment income, etc.);
6. 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;
7. The company announced the performance forecast for 2021 (Announcement No.: 202203) on January 25, 2022. It is estimated that the net profit attributable to the shareholders of the parent company in 2021 will be 12-18 million yuan, and the net profit after deducting non recurring profits and losses will be 6-9 million yuan.
Based on the company's 2021 annual performance forecast, it is assumed that the company's 2021 annual net profit attributable to the owner of the parent company takes the median value of the performance forecast as 15 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses takes the median value of the performance forecast as 7.5 million yuan (this assumption is only used to calculate the impact of this issuance on the main indicators and does not represent the company's judgment on the operation of 2021).
It is assumed that 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 flat, reduced by 10% and increased by 10% respectively compared with 2021 (this assumption is only used to calculate the impact of this Issuance on the main indicators and does not represent the company's judgment on the operation and trend in 2022).
Disclaimer: the above assumptions and the situation of the company's main financial indicators before and after this issuance are only to calculate the impact of the diluted immediate return of this issuance on the company's main financial indicators, do not represent the company's judgment on the operation and trend of 2021 and 2022, and do not constitute the company's profit forecast. Investors should not make investment decisions based on this. If investors make investment decisions based on this, resulting in losses, The company is not liable for compensation.
(II) impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of this non-public offering on the earnings per share index in 2022:
Year 2021 / year 2021 / year 2022 / December 31, 2022 (assumed) December 31, project year
Before and after this offering
Total share capital (shares) 2060 China Vanke Co.Ltd(000002) 060 China Vanke Co.Ltd(000002) 3 Shanghai Pudong Development Bank Co.Ltd(600000) 0
Situation 1: the net profit attributable to shareholders of Listed Companies in 2022 remains unchanged compared with 2021
Net profit attributable to owners of parent company: RMB 15 million
Net profit attributable to the owner of parent company 750.00 750.00 after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan) 0.0728 0.0728 0.0694
After deducting non recurring profits and losses, the basic earnings per share is 0.0364 0.0364 0.0347 yuan
Diluted earnings per share (yuan) 0.0728 0.0728 0.0694
Diluted earnings per share of 0.0364 0.0364 0.0347 yuan after deducting non recurring profits and losses situation II: the net profit attributable to shareholders of Listed Companies in 2022 decreased by 10% compared with 2021
Net profit attributable to the owner of the parent company: RMB 150000135000 (ten thousand yuan)
Net profit attributable to the owner of parent company 750.00 675.00 675.00 after deducting non recurring profit and loss (10000 yuan)
Basic earnings per share (yuan) 0.0728 0.0655 0.0625
After deducting non recurring profits and losses, the basic earnings per share is 0.0364 0.0328 0.0313 yuan
Diluted earnings per share (yuan) 0.0728 0.0655 0.0625
Diluted earnings per share of 0.0364 0.0328 0.0313 yuan after deducting non recurring profits and losses situation III: the net profit attributable to shareholders of Listed Companies in 2022 increased by 10% compared with 2021
Net profit attributable to the owner of the parent company: RMB 15 Konka Group Co.Ltd(000016) 5000 (ten thousand yuan)
Net profit attributable to the owner of parent company 750.00 825.00 825.00 after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan) 0.0728 0.0801 0.0764
After deducting non recurring profit and loss of RMB 0400030 per share
Diluted earnings per share (yuan) 0.0728 0.0801 0.0764
Diluted earnings per share after deducting non recurring profits and losses: 0.0364 0.0400 0 0.0382 (yuan)
Note: (1) in the above calculation process, the basic earnings per share and diluted earnings per share 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) Non recurring gains and losses are defined according to the non recurring gains and losses listed in the explanatory announcement on information disclosure of companies offering securities to the public No. 1 - non recurring gains and losses (CSRC announcement [2008] No. 43).
It can be seen from the above table that after the completion of this non-public offering, when the company's share capital increases, if the issuance decreases to a certain extent, the shareholders' immediate return will be diluted to a certain extent.
2、 Risk tips on diluted immediate return of this non-public offering
After the completion of this non-public offering of shares, the total share capital and net assets of the company will be greatly increased, and the overall capital strength of the company will be improved. The company will take advantage of the opportunity of raising funds to supplement working capital, so as to expand its business scale and improve its profitability. With the increase of the company's share capital, if the company's performance does not increase correspondingly after the issuance, the company's basic earnings per share and other indicators will decline to a certain extent in a short time, and the shareholders' immediate return will be diluted to a certain extent. The company hereby reminds investors to invest rationally and pay attention to the risk that this non-public offering may dilute the immediate return.
At the same time, in the process of calculating the dilution impact of this issuance on the immediate return, the hypothetical analysis of the company's net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is not the company's profit forecast. The formulation of specific measures to fill in the return in response to the risk of dilution of the immediate return is not equivalent to ensuring the company's future profits, and investors should not make investment decisions accordingly, If the investor makes investment decisions based on this and causes losses, the company will not be liable for compensation. The company once again reminds investors to pay attention.
3、 Necessity and rationality of this non-public offering of shares
This financing is in line with relevant national industrial policies and the company's development strategy. After the raised funds are in place, the company will be used to supplement the working capital, which is conducive to improving the company's capital strength and profitability, meeting the needs of business development for working capital, enhancing the company's risk prevention ability and overall competitiveness, providing impetus for the company's future business development and in line with the interests of the company and all shareholders. For the analysis of the necessity and rationality of this financing, see the specific content of "section IV feasibility analysis of the board of directors on the use of the raised funds" in the company's 2022 plan for non-public development of a shares.
4、 The relationship between the funds raised from this non-public offering and the company's existing business
After deducting the issuance expenses, all the funds raised in this non-public offering will be used to supplement the working capital, improve the company's capital strength and profitability, meet the needs of business development for working capital, enhance the company's risk prevention ability and overall competitiveness, and provide impetus for the company's future business development. After this non-public offering, the reserves of public technology, market and other aspects.
5、 Measures taken by the company to dilute the immediate return of the non-public offering of shares
In order to safeguard the interests of investors, ensure the effective use of the company's raised funds, reduce the risk of diluting the immediate return and enhance the return on the interests of shareholders, the company plans to take measures to reduce the impact of diluting the company's immediate return by this non-public offering, as follows:
(I) improve the profitability of the company
The company will strengthen its technological R & D capability, further optimize its industrial structure, improve its comprehensive competitiveness, enhance its medium - and long-term profitability and return to investors, enhance its ability to resist business risks and enhance its market competitiveness.
(II) continuously improve corporate governance and improve the management level of the company
In accordance with the provisions of relevant laws, regulations and normative documents, the company has formulated a series of systems and rules, has a relatively perfect system of general meeting of shareholders, board of directors and board of supervisors, and has formed a corporate governance structure with clear rights and responsibilities, different functions and effective checks and balances among power organs, decision-making organs, supervisory organs and management; The company has established a management system covering quality, safety production, internal control, marketing management, human resources and other aspects, and timely adjusted the relevant structure in combination with the actual situation of the company, so as to establish an efficient and capable organization and functional organization suitable for the production and operation of the company.
In the future, the company will increase the introduction and training of talents, continuously improve the organizational ability and further improve the corporate governance
