Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022022 bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Announcement on publicly issuing convertible corporate bonds, diluting the immediate return, taking filling measures and relevant commitments
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company”) deliberated and adopted relevant proposals on the public issuance of convertible corporate bonds (hereinafter referred to as “the issuance”) at the 32nd meeting of the third board of directors. 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 the public issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds”) on the dilution of immediate return, the measures to be taken by the company and relevant commitments are described as follows:
1、 Impact analysis of this offering
(I) main assumptions
The following assumptions are only used to calculate the impact of this public offering of convertible bonds on the company’s earnings per share, do not represent the company’s judgment on the operation and trend in 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.
Relevant assumptions are as follows:
1. It is assumed that there are no major changes in the macroeconomic environment, industry development, industrial policies, product market and the company’s business environment.
2. This calculation does not take into account the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received.
3. Assuming that the issuance plan of the convertible bonds is completed by the end of May 2022, the completion time is only used to calculate the impact of the diluted immediate return of the convertible bonds issuance on the main financial indicators. Finally, the actual issuance completion time approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) shall prevail.
4. Assuming that the term of this public offering of convertible bonds is 6 years, it is assumed that all convertible bonds will be converted as of November 30, 2022 (i.e. the conversion rate is 100%) and all non convertible bonds will be converted as of December 31, 2022 (i.e. the conversion rate is 0). The completion time of the share conversion is only an estimate, and the final result shall be subject to the real share conversion of the convertible bond holder.
5. It is assumed that the total amount of funds raised from this public offering of convertible bonds is 398 million yuan, regardless of the impact of issuance expenses. The actual amount of funds raised from the issuance of convertible bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription, and the issuance expenses.
6. It is assumed that the conversion price of this convertible bond is the average trading price of the company’s A-Shares on the first 20 trading days of the 32nd meeting of the third board of directors (i.e. March 31, 2022) and the average trading price of the company’s A-Shares on the previous trading day, whichever is higher, i.e. 56.96 yuan / share. The conversion price is only used to calculate the impact of the diluted immediate return on the main financial indicators. The final initial conversion price is determined by the board of directors according to the authorization of the general meeting of shareholders and according to the market conditions before the issuance, and may be adjusted ex rights and ex interests. 7. The company’s net profit attributable to the owner of the parent company in 2021 was 2008265 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 1987514 million yuan; The net profit before / after deducting non recurring profit and loss attributable to the owner of the parent company in 2022 is calculated according to the following three situations: (1) the same as that in 2021; (2) 15% higher than 2021; (3) 30% more than 2021.
8. The influence of profit distribution factors of the company in 2021 and 2022 will not be considered temporarily.
9. It is assumed that the impact of bank interest generated before the raised funds are utilized and the interest expense of this convertible bond will not be considered.
10. The impact of restricted stocks on the company will not be considered temporarily.
11. In the above hypothetical analysis, the main financial indicators of the company before and after the issuance do not constitute the profit forecast of the company, and investors should not make investment decisions based on it. If investors make investment decisions based on it 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, the company calculated the impact of the public issuance of convertible bonds on the company’s main financial indicators such as earnings per share and return on net assets, as follows:
Scenario 1: the net profit before / after deducting non recurring profit and loss attributable to the owner of the parent company in 2022 is the same as that in 2021.
December 31, 2022 December 31, 2022 / 2022 annual project 2021
November 30, 2022 all shares converted on December 31, 2022 all shares not converted
Total share capital (10000 shares) 152498415948581524984
Net profit attributable to shareholders of the parent company (RMB 2008265, 2008265, 2008265)
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 1.34 1.31 1.32
Basic earnings per share after deducting non recurring profits and losses: 1.33 1.30 1.30 (yuan / share)
Diluted earnings per share (yuan / share) 1.34 1.28 1.28
Diluted earnings per share after deducting non recurring profits and losses 1.33 1.27 1.27 (yuan / share)
Scenario 2: the net profit before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 increased by 15% compared with 2021.
December 31, 2021 December 31, 2022 / Project date of 2022 November 30, 2022 all shares are converted on December 31, 2022 all shares are not converted on December 31, 2022
Total share capital (10000 shares) 152498415948581524984
Net profit attributable to shareholders of the parent company (RMB 200826523095.05)
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses of 198751422856412285641 (10000 yuan)
Basic earnings per share (yuan / share) 1.34 1.51 1.51
December 31, 2021 December 31, 2022 / Project date of 2022 November 30, 2022 all shares are converted on December 31, 2022 all shares are not converted on December 31, 2022
Basic earnings per share after deducting non recurring profits and losses: 1.33 1.49 1.50 yuan / share
Diluted earnings per share (yuan / share) 1.34 1.48 1.48
After deducting non recurring profit and loss of 1.33 yuan / share
Scenario 3: the net profit before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 increased by 30% compared with 2021.
December 31, 2021 December 31, 2022
Project date: November 30, 2022 all shares converted on December 31, 2022 all shares not converted
Total share capital (10000 shares) 152498415948581524984
Net profit attributable to shareholders of the parent company (RMB 200826526107.45)
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses of 198751425837682583768 (10000 yuan)
Basic earnings per share (yuan / share) 1.34 1.71 1.71
Basic earnings per share after deducting non recurring profits and losses: 1.33 1.69 1.69 (yuan / share)
Diluted earnings per share (yuan / share) 1.34 1.67 1.67
Diluted earnings per share after deducting non recurring profit and loss of 1.33 1.65 (yuan / share)
According to the above assumptions, the company’s basic earnings per share and diluted earnings per share may decline to a certain extent after this issuance.
2、 Special risk tips for diluting the immediate return of this public offering
After the issuance of convertible bonds and before the conversion of shares, the company shall pay interest on the convertible bonds that have not been converted into shares according to the pre agreed coupon rate. Since the coupon rate of convertible bonds is generally low, under normal circumstances, the profit growth brought by the company’s use of the funds raised by the issuance of convertible bonds will exceed the bond interest to be paid by the convertible bonds, and the basic earnings per share will not be diluted, In extreme cases, if the profit growth brought by the use of funds raised by the issuance of convertible bonds cannot cover the bond interest to be paid by convertible bonds, the company will face the risk of decline in after tax profits and the immediate return of common shareholders of the company will be diluted.
The gold investment project has not yet generated all the income. If the holders of convertible bonds convert most or all of the convertible bonds into the company’s shares in a short period after the start of the stock conversion period, the scale of the company’s share capital will increase greatly, the company’s earnings per share may decline in the short term, and the immediate return of investors will be diluted. In addition, this convertible bond has a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in an increase in the scale of capital stock added due to this convertible bond conversion, so as to expand the potential dilution effect of this convertible bond conversion on the original ordinary shareholders of the company. Investors are hereby reminded to pay attention to the risk that the immediate return may be diluted due to this issuance.
3、 The necessity and rationality of the board of directors choosing this financing
The total amount of funds raised from this public offering of convertible corporate bonds shall not exceed 398 million yuan (including 398 million yuan). After deducting the issuance expenses,
