Securities code: Beiqi Foton Motor Co.Ltd(600166) securities abbreviation: Beiqi Foton Motor Co.Ltd(600166) No.: pro 2022034 Beiqi Foton Motor Co.Ltd(600166)
Measures for diluting immediate return and filling in non-public issuance of a shares
And announcement of commitments of relevant subjects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement
And bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
Important tips:
The hypothetical analysis of the company's financial indicators in this announcement does not constitute the company's profit forecast. The specific measures to fill the return formulated to deal with the risk that the immediate return is diluted do not guarantee the company's future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation. Draw the attention of investors.
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), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) 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), In order to protect the interests of small and medium-sized investors, the company analyzed the impact of the non-public offering of shares on the dilution of the immediate return, and put forward specific measures to fill the return. The relevant subjects also made a commitment to the practical implementation of the company's measures to fill the return. The specific circumstances are as follows: first, the impact of the non-public offering of shares on the immediate return
(I) assumptions and premises of measurement
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, the development status of the company's industry and market conditions.
2. The price of A-Shares in this non-public offering is 2.10 yuan / share. Assuming that the total amount of funds raised from this non-public offering of A-Shares is 29999999880 yuan (excluding the impact of deducting issuance expenses), the number of shares in this non-public offering is 1428571428 shares; It is assumed that the non-public offering will be completed by the end of August 2022.
The above-mentioned total funds raised, the number of shares issued and the completion time of implementation are only estimated values, which are only used to calculate the impact of the diluted immediate return of this non-public offering on the main financial indicators and do not constitute relevant commitments. The scale of funds raised in this offering, the number of shares ultimately issued and the completion time of implementation will be finally determined according to the actual issuance after the approval of the CSRC.
3. When predicting the total share capital of the company, it is assumed that based on the total share capital of 6530997796 shares deducting treasury shares by the end of 2021, this prediction only considers the impact of the non-public offering of A-Shares on the total share capital, and does not consider the changes in share capital caused by other factors.
4. According to the company's 2021 annual performance pre loss announcement, the company's net profit attributable to shareholders of Listed Companies in 2021 is expected to be about -5.035 billion yuan. The company's performance loss in advance this time is mainly due to the impairment effect of relevant matters of Beijing baowo Automobile Co., Ltd. (hereinafter referred to as "Beijing baowo"), which affects the total profit of the company, which is expected to be about -5.326 billion yuan. After deducting the influence of relevant factors of the above Beijing baowo matters, the total profit of the company in 2021 is about 355 million yuan.
In view of the significant impact of the impairment of Beijing baowo on the company's operating performance in 2021 and the unsustainable future of the impairment, in order to more accurately reflect the impact of this non-public offering of shares on the spot return, It is assumed that the net profit attributable to the non listed company in the third quarter of 2021 / 2024 after deducting the net profit and loss of the listed company in the third quarter of 2021 / 2024 from the third quarter of 2021 / 2024, It is assumed that the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2022 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are increased by 10%, flat and decreased by 10% compared with that in 2021. The above hypothetical calculation does not constitute a profit forecast.
5. It is assumed that the impact of other non recurring profits and losses and force majeure factors on the company's financial situation will not be considered.
6. It is assumed that the impact on the company's production and operation and financial status (such as operating income and financial expenses) after the funds raised from this issuance are in place will not be considered.
The above assumptions are only to calculate the impact of the diluted immediate return of the non-public offering of A-Shares on the company's main financial indicators, do not represent the judgment of the company's actual operation and trend in 2021 and 2022, and do not constitute a profit forecast. 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) impact on the company's main financial indicators
Based on the above assumptions, under the assumptions of different performance growth, the impact of the diluted immediate return of this non-public offering on the company's main financial indicators is compared as follows:
End of year 2021 / 2022
/Before and after issuance in 2021 (estimated)
Total share capital (10000 shares) 653099786530997879595692
Scenario 1: it is assumed 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 will increase (decrease) by 10% compared with 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 390428142947094294709
Shares attributable to listed companies after deducting non recurring profits and losses
-Net profit of 581052 -522947 -522947 East (10000 yuan)
Basic earnings per share (yuan / share) 0.0598 0.0658 0.0613
Diluted earnings per share (yuan / share) 0.0598 0.0658 0.0613
Basic earnings per share after deducting non recurring profits and losses (yuan)/
-0.0089 -0.0080 -0.0075 shares) diluted earnings per share after deducting non recurring profits and losses (yuan)/
-0.0089 -0.0080 -0.0075 shares) scenario 2: it is assumed 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 the same as those in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 390428139042813904281
Shares attributable to listed companies after deducting non recurring profits and losses
-Net profit of 581052 -581052 -581052 East (10000 yuan)
Basic earnings per share (yuan / share) 0.0598 0.0598 0.0557
Diluted earnings per share (yuan / share) 0.0598 0.0598 0.0557
Basic earnings per share after deducting non recurring profits and losses (yuan)/
-0.0089 -0.0089 -0.0083 shares) diluted earnings per share after deducting non recurring profits and losses (yuan)/
-0.0089 -0.0089 -0.0083 shares) scenario 3: it is assumed 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 will decrease (increase) by 10% compared with 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 390428135138533513853
Shares attributable to listed companies after deducting non recurring profits and losses
-Net profit of 581052 -639157 -639157 East (10000 yuan)
Basic earnings per share (yuan / share) 0.0598 0.0538 0.0501
Diluted earnings per share (yuan / share) 0.0598 0.0538 0.0501
Basic earnings per share after deducting non recurring profits and losses (yuan)/
-0.0089 -0.0098 -0.0091 shares) diluted earnings per share after deducting non recurring profits and losses (yuan)/
-0.0089 -0.0098 -0.0091 shares) Note 1: the above basic earnings per share and diluted earnings per share 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: in view of the significant and unsustainable impact of the impairment of Beijing baowo on the company's operating performance in 2021, in order to more accurately reflect the impact of this non-public offering on the immediate return, the above table estimates that the company's performance in 2021 and 2022 does not consider the impairment of Beijing baowo.
According to the above calculation, this non-public offering of A-Shares may lead to the decline of the company's earnings per share and the risk of diluting the immediate return. 2、 Risk tips for diluting the immediate return of non-public offering
After the completion of this non-public offering, the total share capital and net assets of the company will be greatly improved, and the overall strength of the company will be enhanced. However, in the short term, the net profit of the company may not be able to keep pace with the growth of share capital and net assets, resulting in the decline of earnings per share and other indicators of the company compared with previous years. The company has the risk of dilution and decline of earnings per share after the completion of this non-public offering.
The company hereby draws investors' attention to the risk of diluting the immediate return of this non-public offering. 3、 Necessity and rationality of this non-public offering
This non-public offering will help the company optimize its asset structure, reduce the overall debt scale, reduce financial expenses and enhance its anti risk ability; It is conducive to the company's business expansion and improve its sustainable profitability. This non-public offering conforms to the company's development strategy, enhances the company's core competitiveness and comprehensive strength, and conforms to the interests of the company and all shareholders. For the analysis of the necessity and rationality of the investment of the funds raised in this non-public offering, see the feasibility analysis report on the use of the funds raised by non-public development banks A shares in Beiqi Foton Motor Co.Ltd(600166) 2022 disclosed by the company on the same day. 4、 The relationship between the investment project of the raised funds and the existing business of the company
After deducting the relevant issuance expenses, all the funds raised by the company's non-public offering will be used to supplement working capital and repay debts, which will help optimize the company's capital structure and improve its anti risk ability and sustainable profitability.
After this non-public offering, the business scope of the company remains unchanged. 5、 The company's filling measures for diluting the immediate return of this non-public offering
In order to safeguard the interests of investors, reduce the risk of dilution of immediate return and enhance the long-term return ability to shareholders, the company plans to take the following measures to fill the dilution of immediate return in this issuance:
(I) strengthen the management of raised funds to ensure the rational use of raised funds
After the raised funds are in place, the company will deposit the raised funds in the special account for raised funds designated by the board of directors in accordance with relevant laws and regulations and the company's system. The board of directors of the company will regulate and manage the raised funds in strict accordance with the requirements of relevant laws and regulations and relevant systems for the management of raised funds, effectively control the use of raised funds and strengthen external supervision, so as to ensure the reasonable, standardized and effective use of raised funds and reasonably prevent the use risks of raised funds.
(II) strengthen operation management and internal control to improve operation efficiency and profitability
The company will continue to improve the production process, improve the production efficiency, strengthen the information management of procurement, production, inventory and sales, improve the operation efficiency of the company's assets and the turnover efficiency of working capital. The company will further strengthen the construction of internal control system, improve and strengthen investment decision-making procedures and design compliance
