Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Announcement No.: 2022057 Yunnan Energy Investment Co.Ltd(002053)
Measures for diluting immediate return and filling in non-public issuance of a shares
And related subject commitments (Revised Draft)
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 (GBF [2013] No. 110) The relevant requirements of the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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 the CSRC, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has 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 have made a commitment to the practical implementation of the company’s measures to fill the return. The details are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) basic assumptions
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and product market;
2. Assuming that the non-public offering is expected to be completed in September 2022, the completion 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 approved by the CSRC;
3. The upper limit of the total funds raised by this non-public offering of shares is 1865890500 yuan (including this number) (regardless of the impact of issuance expenses), and the upper limit of the number of shares issued is 228293569 shares (including this number). The above total amount of raised funds and issuance quantity 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 represent the final total amount of raised funds and issuance quantity; The actual amount of funds raised from this non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance and subscription conditions and the issuance expenses;
4. According to the annual report of 2021 disclosed by the company on March 25, 2022, the company
The net profit attributable to the owner of the parent company is 251728900 yuan; After deducting non recurring profits and losses, the net profit attributable to the owner of the parent company is 213995900 yuan. 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 will be calculated according to the balance, increase by 10% and increase by 20% respectively on the basis of 2021;
5. Based on the principle of prudence, the impact on the company’s production and operation and financial status after the funds raised in this issuance are received is not considered;
6. When calculating the change of the company’s total share capital at the end of the period before and after this issuance, only the impact of this issuance on the total share capital is considered, and other possible equity changes are not considered.
The above assumptions are only to calculate the impact of the diluted immediate return of the non-public offering of shares on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast; The actual operation of the company is affected by many factors such as macroeconomic environment, industrial policy and industrial development status, and there is uncertainty; 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, the company calculated the impact of this non-public offering on the main financial indicators, as follows:
Project year 2021 year 2022 year
Before and after this offering
Total share capital at the end of the period (10000 shares) 760978676097869892721
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 are the same as those in 2021
Net profit attributable to the owner of the parent company (10000 yuan) 251728925172892517289
Net profit attributable to the owner of the parent company after deducting non recurring profit and loss
Basic earnings per share (yuan / share) 0.33 0.33 0.31
Diluted earnings per share (yuan / share) 0.33 0.33 0.31
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.28 0.28 0.26
Project year 2021 year 2022 year
Before and after this offering
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.28 0.28 0.26
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 10% respectively compared with 2021
Net profit attributable to the owner of the parent company (10000 yuan) 251728927690182769018
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses: 213995923539542353954 (10000 yuan)
Basic earnings per share (yuan / share) 0.33 0.36 0.34
Diluted earnings per share (yuan / share) 0.33 0.36 0.34
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.28 0.31 0.29
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.28 0.31 0.29
Net profit attributable to the parent company in 2021 after deducting 20% of the net profit attributable to the non current owners in 2023
Net profit attributable to the owner of the parent company (10000 yuan) 251728930207463020746
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses: 213995925679502567950 (RMB 10000)
Basic earnings per share (yuan / share) 0.33 0.40 0.37
Diluted earnings per share (yuan / share) 0.33 0.40 0.37
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.28 0.34 0.31
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.28 0.34 0.31
Note: earnings per share shall be 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.
According to the above calculation, after the completion of this non-public offering, it is expected that the basic earnings per share and diluted earnings per share of the company may decline to a certain extent in the short term. Therefore, the immediate return of the company will be diluted to a certain extent in the short term. According to the prediction of the project feasibility study report, the financial internal rate of return of the capital of this raised investment project is higher than 8%; With the completion and operation of raised investment projects, the company’s return is expected to be significantly higher than that at present without considering future development and changes.
2、 Risk tips for diluted immediate return of this offering
After the completion of this non-public offering, the scale of the company’s share capital and net assets will increase significantly. As it takes a certain time to implement the investment projects with raised funds and generate economic benefits, the company’s earnings per share index will decline in a short time, and there is a risk that the immediate return will be diluted. However, with the gradual realization of the benefits of raising funds, this situation will be gradually improved. The company hereby reminds investors to pay attention to this non-public offering
3、 Necessity and rationality of the board of directors choosing this non-public offering
(I) this non-public offering is the inevitable choice for the company to complete the “8 + 3” new energy planning goal of Yunnan Province and alleviate the structural contradiction between power supply and demand
According to the plan for moderate development and utilization of new energy in suitable areas of Yunnan Province, the demand for electricity in Yunnan Province is growing rapidly, and it is expected that there will be an obvious shortage of electricity supply in 2023. In March 2020, Yunnan Province deployed the “8 + 3” new energy planning. This non-public offering is an important measure for the company to complete the “8 + 3” new energy planning goal of Yunnan Province. After the implementation of the raised investment project, the installed capacity of wind power of the company will be increased by 1450 MW, which will help to alleviate the structural contradiction between power supply and demand, ensure the safety of energy supply, meet the needs of local economic development, and have good social and environmental benefits.
(II) this non-public offering is the inevitable choice for the company to solve the fund demand of raised investment projects, improve the future debt financing ability and enhance the anti risk ability
The total amount of investment required by the company’s raised investment projects is large. The funds raised through this non-public offering can not only solve some capital needs of raised investment projects, but also improve the space and ability of debt financing in the future; At the same time, after the issuance, the total assets and net assets of the company will increase accordingly, the capital structure allocation will be further optimized, and the anti risk ability will be enhanced. Therefore, it is necessary and reasonable for the company to raise funds through this non-public offering. 4、 The relationship between the project invested by the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company’s main business covers salt industry, natural gas and wind power, of which the wind power sector is the development, construction and operation of wind power projects. All the funds raised by the company’s non-public offering will be used for wind power projects, promote the company’s wind power installed capacity to increase significantly, and significantly increase the proportion of new energy business. This is not only conducive to further consolidate the company’s new energy enterprise attribute, but also conducive to the further development of the company’s new energy business in the future, strengthen the company’s market position in the new energy industry, and consolidate the company’s dual main business development pattern of “clean energy + salt”. After the completion of this non-public offering, the company’s business scope and main business will not change significantly, and the company’s assets and business scale will be further expanded.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Talent reserve
The company has always attached importance to talent training and reserve. Combined with the operation accumulation of its subordinate wind power sector, the company has built a high-quality wind power business core management team and excellent technical team, with sufficient talent reserve. The investment project of the raised funds is the development, construction and operation of the company’s main business wind power project, and the existing core management and technical personnel can provide strong support for the project construction and operation. In the future, according to the needs of business development, the company will continue to accelerate the personnel recruitment and training plan, continuously enhance the personnel reserve, and ensure the smooth implementation of the investment projects with raised funds.
2. Technical reserve
The four subsidiaries of the company’s wind power sector have created a number of professional and experienced technical teams with rich experience and mature technology in the field of new energy development. It has good technical reserves in the early project site selection, available resources prediction, project construction and later project operation. 3. Market reserve
The investment project of the raised funds meets the requirements of the national development of new energy power generation projects, and is applicable to the national full guaranteed purchase system of renewable energy power generation. According to the renewable energy law and the measures for the administration of full guaranteed acquisition of renewable energy power generation
