1. Securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: ST Dazhi Announcement No.: 2022045 announcement of Hunan Lingpai Dazhi Technology Co., Ltd. on issuing shares to specific objects, diluting immediate returns, taking filling measures and commitments of relevant subjects (Second Revision), the 22nd Meeting of the Fourth Board of directors of Hunan Lingpai Dazhi Technology Co., Ltd. (hereinafter referred to as "the company") The fourth extraordinary general meeting of shareholders in 2021 deliberated and approved the proposal on the company's stock issuance scheme to specific objects in 2021 (hereinafter referred to as "this issuance" or "this issuance to specific objects") and other relevant proposals. The first meeting of the Fifth Board of directors revised the proposal related to this issuance, and the fourth meeting of the Fifth Board of directors revised the proposal related to this issuance for the second time, The second amendment still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval. The issuance to specific objects needs to be examined and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration. 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 public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), etc, In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this issuance on the dilution of immediate return. Now the impact of this issuance on the dilution of immediate return and the measures to be taken by the company are described as follows: 1. Impact analysis of this issuance 1. Main assumptions (1) it is assumed that there are no major adverse changes in the macroeconomic environment, the industry situation of the company and the business environment of the company; (2) It is assumed that the company will complete the issuance at the end of August 2022 (the completion time is only the company's estimate, which is used to calculate the impact of the diluted immediate return of the issuance on the main financial indicators, and the actual completion time of the issuance shall prevail); (3) Assuming that the amount of the funds raised from the issuance of shares is 800 million yuan (regardless of the issuance fee, 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. 2 use), the number of shares issued this time is 34995600 shares (no more than 30% of the total share capital before the issuance). After the issuance is completed, The total share capital of the company will increase from 158139450 shares to 193135050 shares; (4) According to the annual report of the company in 2021, the net profit attributable to the common shareholders of the listed company in 2021 is -1247164 million yuan, and the net profit attributable to the common shareholders of the company after deducting the non recurring profit and loss is -239519 million yuan. Assuming that the net profit attributable to the common shareholders of the company after deducting the non recurring profit and loss in 2022 is calculated according to the following two situations: ① it is the same as that in the previous period; ② Achieve profit and loss balance, and the net profit attributable to ordinary shareholders of the company after deducting non recurring profits and losses in 2022 is 0; (5) The following calculation does not take into account the impact on the company's production and operation, financial status (such as financial expenses, investment income), equity incentive and other factors after the arrival of the funds raised by this issuance; (6) When predicting the net assets of the company after this issuance, the impact of other factors other than the raised funds and net profits on the net assets was not considered; (7) The impact of other non recurring profits and losses and force majeure factors on the company's financial situation is not considered; (8) In the above hypothetical analysis, the main financial indicators of the company before and after the issuance do not constitute the company's profit forecast and performance commitment. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. 2. Impact on the company's main financial indicators based on the above assumptions, the company calculated the impact of the issuance of shares on the company's main financial indicators such as earnings per share, The details are as follows: the total share capital (10000 shares) before and after the issuance of the project in 2021 and 2022 is 158139515813951931351. It is estimated that the total amount of funds raised this time (10000 yuan) -- 80000000. Hypothesis 1: the net profit attributable to the owners of the listed company in 2022 is the same as that in 2021, and the net profit attributable to the common shareholders of the listed company (10000 yuan) -1247164 - 1247164 - 1247164 net profit attributable to common shareholders of the listed company after deducting non recurring profit and loss (10000 yuan) - 2395019 - 2395019 - 2395019 net assets attributable to owners of the parent company at the end of the period (10000 yuan) 18784456312818631281 basic earnings per share after deducting non recurring profit and loss (yuan / share) - 1.51 - 1.51 - 1.24 diluted earnings per share after deducting non recurring profit and loss (yuan / share) -1.51-1.51-1.24 basic earnings per share (yuan / share) -0.79-0.79-0.65 diluted earnings per share (yuan / share) -0.79-0.79-0.65 3 project 2021 before and after issuance in 2022 net assets per share (yuan / share) 1.19 0.40 4.47 assumption 2: the net profit attributable to the owners of the listed company in 2022 is zero, and the net profit attributable to the common shareholders of the listed company (10000 yuan) -1247164 -- net profit attributable to common shareholders of listed company after deducting non recurring profit and loss (10000 yuan) -2395019 -- net assets attributable to owners of parent company at the end of the period (10000 yuan) 187844518784459878445 basic earnings per share after deducting non recurring profit and loss (yuan / share) -1.51 -- diluted earnings per share after deducting non recurring profit and loss (yuan / share) -1.51 -- basic earnings per share (yuan / share) -0.79 -- diluted earnings per share (yuan / share) -0.79 -- net assets per share (yuan / share) 1.19 1.19 5.11 note: the above data are only for calculation purposes and do not represent the performance forecast of the company in 2022. II. The special risk of diluting the immediate return of this issuance suggests that after the funds raised from this issuance of shares are in place, the size of the company's share capital and net assets will increase accordingly. As the implementation and benefit presentation of the raised investment project need a certain period, in the case of the increase of the company's total share capital, if the company's performance cannot achieve a corresponding increase in the future, there is a risk that the company's earnings per share and other indicators will be diluted after this issuance, and it may still be negative in the current period, but this situation will be gradually improved with the gradual realization of the benefits of raised funds.
Investors are hereby reminded to pay attention to the risk that this issuance may dilute earnings per share and other indicators. 3、 The necessity and rationality of the board of directors' selection of this financing. This issuance of the company complies with the national industrial policy and the future market demand trend, which is conducive to the company's expansion of new energy battery business, optimization of capital structure, improvement of core competitiveness, and laying a solid foundation for the sustained and rapid growth of the company's operation and performance. The planned investment project of the raised funds is in line with the company's development strategy, in line with the interests of the company and all shareholders, and is necessary and reasonable. 4、 The relationship between the raised capital investment project and the company's existing business, and the company's reserves in terms of personnel, technology and market. 1. The relationship between the raised capital investment project and the company's existing business. At present, the company's main business is the R & D, production and sales of new environmental protection surface engineering chemicals and new energy battery business. The "lithium ion power battery (2.4gwh) construction project" of the company's investment project with raised funds will newly 4 build a lithium ion power battery production line, which will reach the annual production capacity of 2.4gwh of lithium ion power battery after it is completed and put into operation; "Replenishing the company's working capital and repaying loans" can effectively alleviate the company's demand for working capital, reduce the company's interest expenditure, improve the company's future financing ability and profitability, make the company's capital structure more reasonable, and provide strong support for the company's long-term and sustainable development. The implementation of the company's new energy industry strategy and the direction of the company's comprehensive business development will be in line with the above-mentioned strategic direction. 2. The company's reserves in terms of personnel, technology and market in the projects invested by raised funds. The implementation of the project invested by raised funds has the basis in terms of personnel, technology and market. The analysis of the reserves of the project invested by raised funds in the above aspects, For details, see "(I) lithium ion power battery (2.4gwh) construction project" of "II. Investment projects of the raised funds" in "section III feasibility analysis of the board of directors on the use of the raised funds" of the plan for issuing shares to specific objects (Second Revision) ". 5、 Measures taken by the company to dilute the immediate return and enhance the company's ability of sustainable return in this issuance. In order to ensure the effective use of the raised funds, effectively prevent the risk of dilution of shareholders' immediate return and improve the company's ability of sustainable return in the future, after the completion of this issuance, the company will implement the following measures to fill the immediate return: 1. Comprehensively improve the company's management level, Improve the employee incentive mechanism. Before the investment project of the raised funds is put into operation, the company will further optimize the business process, continue to strengthen market development, promote the rise of the company's performance through the expansion of business scale, and reduce the risk of dilution of investors' return due to the issuance; In addition, the company will further improve the employee compensation and incentive mechanism, introduce market talents, and fully tap the creativity and potential power of employees, so as to further promote the business development of the company. 2. Accelerate the implementation progress of raised investment projects and form new profit growth points. This raised capital investment project is a further expansion of the company's new energy battery business, which is in line with the national industrial policy guidance and the company's business development strategy. After the funds raised in this offering are in place, the company will reasonably arrange the investment and construction of the project, invest in the project through its own funds before the funds raised are in place, accelerate the implementation of the investment project with raised funds, form a new profit growth point, strive to put into operation as soon as possible and achieve the expected benefits, and minimize the risk of dilution of shareholders' immediate return. 3. Strengthen the management of raised funds and improve the use efficiency of raised funds. The company will manage and use the raised supporting funds in accordance with the company law, the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds and other laws, regulations, normative documents and the relevant provisions of the articles of association, Ensure that 5 raised funds are deposited in the special account for raised funds designated by the board of directors, establish a tripartite supervision system for raised funds, reasonably prevent the use risks of raised funds and further improve the use efficiency of raised funds. 4. Continuously improve corporate governance and provide institutional guarantee for the development of the company. The company will strictly comply 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, and continuously improve the corporate governance structure to ensure that shareholders can fully exercise their rights and interests; Ensure that the board of directors can exercise its powers and make scientific decisions in accordance with laws, regulations and the articles of Association; Ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders; Ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, managers and other senior managers and the company's finance, so as to provide institutional guarantee for the development of the company. 5. Improve the cash dividend policy and strengthen the investor return mechanism. According to the requirements of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, 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 defined the profit distribution policy, especially the relevant contents of cash dividends, and the relevant contents of protecting the interests of small and medium-sized investors in the articles of association. In order to establish a sustainable, stable and scientific return planning and mechanism for investors, make institutional arrangements for profit distribution and ensure the continuity and stability of profit distribution policies, the company has formulated the return plan for shareholders' dividends in the next three years (20212023). The company will strictly implement the profit distribution policies specified in the articles of association and the shareholder dividend return plan for the next three years (20212023), strengthen the protection mechanism for the rights and interests of small and medium-sized investors and give reasonable returns to investors in the process of the continuous development of the company's business. 6、 Relevant commitments made by the relevant entities to the effective implementation of the company's filling return measures (I) the commitment made by the company's controlling shareholders to the effective implementation of the company's filling return measures. The company's controlling shareholders make the following commitments to the company's taking filling measures for the diluted immediate return of this issuance: 1. Do not interfere with the company's operation and management activities beyond their authority and do not encroach on the interests of the company; 2. Earnestly implement the relevant compensation and return measures formulated by the company and this commitment. In case of violation of this commitment or refusal to perform this commitment, which causes losses to the company or shareholders, agree to bear corresponding legal liabilities in accordance with laws, regulations and relevant provisions of securities regulatory authorities; 3. From the date of issuance of this commitment to the completion of the company's issuance of shares to specific objects, if the CSRC and other regulatory institutions make other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet these Provisions, the unit promises to issue supplementary commitments in accordance with the latest provisions of the CSRC and other regulatory institutions at that time. (II) the commitment of the directors and senior managers of the company that the compensation measures can be effectively implemented
