Securities code: Tangrenshen Group Co.Ltd(002567) securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022049 Tangrenshen Group Co.Ltd(002567)
Diluted immediate return on non-public offering of shares and
Announcement of filling measures
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, hereinafter referred to as the “protection opinions”) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring issued by China Securities Regulatory Commission (CSRC announcement [2015]) No. 31, hereinafter referred to as the “guiding opinions”), in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) ” or “the company”) announced the impact of diluting the immediate return on the company’s main financial indicators and the filling measures taken by the company for the non-public offering of A-Shares (hereinafter referred to as “the issuing bank” or “the non-public offering”):
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) assumptions
1. There are no major changes in macroeconomic environment and industrial policies.
2. The non-public offering was completed on November 30, 2022. The completion time is only used for calculation, and the final time shall be subject to the actual completion time of the offering.
3. As of December 31, 2021, the total share capital of the company is 1206017542 shares, and the number of shares in this non-public offering is no more than 361805262 shares (including this number). Assuming that the number of shares in this final offering is 361805262 shares (the number of shares in the final offering is subject to the number of shares approved by the CSRC), the total share capital of the company after the issuance is 156782284 shares.
4. It is assumed that the total amount of funds raised by the company in this issuance is 122000000 yuan, and the impact of issuance expenses will not be considered temporarily; The actual amount of funds raised in the issuance will be finally determined according to the approval of the regulatory authorities, the issuance subscription and the issuance expenses.
5. The impact of the use of funds raised from this non-public offering on the company’s production and operation and financial status (such as financial expenses and investment income) is not considered.
6. It is assumed that the company’s net profit in 2021 = net profit in the first three quarters of 2021 / 3 4.
7. It is assumed that the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are assumed as follows:
Scenario 1: the company will continue to suffer losses in 2022, and the net profit before and after deduction is consistent with that in 2021; Scenario 2: the company will achieve breakeven in 2022;
Scenario 3: the company will be profitable in 2022, and the net profit before and after deduction is the same as that in 2020.
This assumption is only used to calculate the impact of the diluted immediate return of the issued shares on the main financial indicators, does not represent the company’s judgment on the operation and trend in 2022, nor does it constitute the company’s profit forecast.
8. It is assumed that the hypothetical number of equity attributable to shareholders of the parent company at the end of 2022 = the number of equity attributable to shareholders of the parent company at the end of 2021 – the amount of profit distribution in 2021 + the hypothetical number of net profit attributable to shareholders of the parent company in 2022 + the net amount of raised funds.
9. It is assumed that the hypothetical number of equity attributable to shareholders of the parent company at the end of 2021 = the number of equity attributable to shareholders of the parent company at the end of 2020 – the amount of profit distribution in 2020 + the hypothetical number of net profit attributable to shareholders of the parent company in 2021.
The above assumptions are only based on the calculation purpose, without considering the impact of share repurchase, and do not constitute commitment, profit forecast and performance commitment. Investors should not make investment decisions based on this assumption. If investors make investment decisions based on this assumption, the company will not be liable for compensation.
(II) calculation process
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is calculated as follows:
Year 2022 before this offering / December 31, 2022
Project year 2021 / 2021
No non-public offering was considered on December 31
Total share capital (shares) 120601754212060175421567822804
Scenario 1: the company will continue to suffer losses in 2022, and the net profit before and after deduction is consistent with that in 2021;
The net profit (yuan) attributable to the common shares of the parent company -53017402973 -53017402973 -53017402973 belongs to the common shares of the parent company
East’s net profit after deducting non recurring profit and loss -48831165684 -48831165684 -48831165684 (yuan)
Basic earnings per share (yuan / share) -0.4538 -0.4396 -0.4289
Diluted earnings per share (yuan / share) -0.4538 -0.4396 -0.4289
After deducting non recurring profit and loss, the base is -0.4180 -0.4049 -0.3950, and the earnings per share of the company (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.4180 -0.4049 -0.3950 (yuan / share)
Weighted average return on net assets -7.87% – 8.26% – 8.13%
Weighted average return on net assets – 7.25% – 7.60% – 7.48% (deducting non recurring profits and losses)
Scenario 2: the company will achieve breakeven in 2022;
Year 2022 before this offering / December 31, 2022
Project year 2021 / 2021
No non-public offering was considered on December 31
The net profit (yuan) attributable to the common shares of the parent company -53017402973 0.00 0.00 East belongs to the common shares of the parent company
East’s net profit after deducting non recurring profit and loss -48831165684 0.00 0.00 (yuan)
Basic earnings per share (yuan / share) -0.4538 0.0000 0.0000
Diluted earnings per share (yuan / share) -0.4538 0.0000 0.0000
After deducting non recurring profit and loss, the base is -0.4180 0.0000 0.0000 earnings per share (yuan / share)
After deducting non recurring profits and losses, diluted -0.4180 0.0000 0.0000 earnings per share (yuan / share)
Weighted average return on net assets -7.87% 0.00% 0.00%
Weighted average return on net assets -7.25% 0.00% 0.00% (deducting non recurring profits and losses)
Scenario 3: the company will be profitable in 2022, and the net profit before and after deduction is the same as that in 2020.
The net profit (yuan) attributable to the common shares of the parent company -530174029739503384112995033841129 East belongs to the common shares of the parent company
East’s net profit after deducting non recurring profit and loss -488311656849193324278291933242782 (yuan)
Basic earnings per share (yuan / share) -0.4538 0.7880 0.7688
Diluted earnings per share (yuan / share) -0.4538 0.7880 0.7688
After deducting non recurring gains and losses, the base is -0.4180 0.7623 0.7437 earnings per share (yuan / share)
Earnings per share after deducting non recurring gains and losses -0.4180 0.7623 0.7437 (yuan / share)
Weighted average return on net assets -7.87%, 13.27%, 13.08%
Weighted average return on net assets – 7.25%, 12.84%, 12.66% (excluding non recurring profits and losses) Note 1: for the calculation of basic earnings per share and diluted earnings per share, the company shall, in accordance with the requirements of the guidance on matters related to initial public offering, refinancing and diluted immediate return of major asset restructuring formulated by China Securities Regulatory Commission, It 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. Note 2: the above assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, and do not represent the company’s view on profitability or judgment on operation and trend.
It can be seen from the above calculation that since the net profit attributable to the owner of the parent company in 2021 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are negative, assuming 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 still negative, This issuance will not reduce the company’s earnings per share and weighted average return on net assets; On the premise of realizing profit in 2022, the earnings per share and weighted average return on net assets will decline after the issuance.
2、 Risk tips for diluted immediate return of this offering
After the funds raised from this non-public offering are in place, the total share capital and net assets of the company will increase accordingly. However, since the realization of the return of the investment projects with raised funds requires a certain period of time, the benefits of the investment projects with raised funds will take a certain time, and it is difficult to release all the relevant income and profits in the short term. If the operating efficiency of the company fails to be effectively improved in the short term, It may lead to a certain decline in the company’s earnings per share and return on net assets in the short term, and there is a risk that the shareholders’ immediate return will be diluted.
Investors are hereby reminded to pay attention to the risk of diluting the immediate return of this non-public offering.
3、 Necessity and rationality of this non-public offering
For the analysis of the necessity and rationality of the use of the raised funds, see the feasibility analysis report on the use of the raised funds of A-share non-public development banks in Tangrenshen Group Co.Ltd(002567) 2022 disclosed on the same day.
4、 The relationship between the raised investment project and the company’s existing business
The raised funds to invest in pig breeding project is the company’s main business, which is conducive to continue to promote the business strategy of the whole pig industry chain; The supplementary working capital project can meet the capital needs of the company’s business development to a certain extent, optimize the capital structure, improve profitability and anti risk ability, and provide capital guarantee for the continuous growth of the existing business scale.
The investment project of the raised funds is in line with the development strategy of the company and the interests of all shareholders, and is of great significance to the profit growth and sustainable profitability of the company. This issuance will not lead to changes in the company’s main business.
