Securities code: Guizhou Chanhen Chemical Corporation(002895) securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022048 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Risk tips, filling measures and commitments of relevant subjects for diluting immediate return after non-public issuance of a shares
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.
In accordance with the relevant provisions of several 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 issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), If a listed company dilutes the immediate return by refinancing, it shall promise and fulfill the specific measures to fill the return. In order to protect the interests of small and medium-sized investors, the company carefully analyzed the impact of the diluted immediate return on the company’s main financial indicators, and put forward specific measures to fill the diluted immediate return. The specific contents are as follows: first, the impact of the non-public development of A-Shares on the company’s earnings per share, return on net assets and other financial indicators in the current year.
(I) main assumptions and explanations of financial index calculation
1. It is assumed that there are no significant adverse changes in the macroeconomic environment and the industry of the company.
2. As of March 31, 2022, the total share capital of the company is 488444800 shares. The number of A-Shares in this non-public offering is assumed to be 100 million shares, which does not exceed 30% of the total share capital of the company.
3. The total amount of funds raised from the non-public offering of A-Shares is assumed to be 3529289600 yuan, excluding the impact of deducting the issuance expenses.
4. Considering that the review and issuance of this non-public offering of A-Shares will take a certain period of time, it is assumed that this non-public offering will be completed by the end of November 2022 (the number of issues, the total amount of funds raised and the completion time are only estimated by the company, which will be finally determined by the board of directors in accordance with the authorization of the general meeting of shareholders, the relevant provisions of the CSRC, the application and quotation of the issuing object and the sponsor).
5. In 2021, the company’s net profit attributable to shareholders of listed companies was 3677646 million yuan, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 346.8 million yuan.
It is assumed that the net profit attributable to the shareholders of Listed Companies in 2022 and the net profit attributable to the shareholders of listed companies after deducting non recurring profits and losses are in three situations compared with the same period in 2021: flat, reduced by 20% and increased by 20%. This assumption does not represent the company’s profit forecast for 2022, nor does it represent the company’s judgment on the operation and trend of 2022. 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.
6. The impact of the use of raised funds on the company’s production, operation and financial status was not considered.
7. The impact of other factors other than this issuance, net profit and profit distribution on the scale of the company’s net assets is not considered, that is:
Owner’s equity attributable to the parent company on December 31, 2022 = owner’s equity attributable to the parent company at the beginning of 2022 + net profit attributable to the parent company in 2022 – amount of cash dividends in the current period + funds raised from non-public offering in the current period.
8. According to the company’s development needs, the company did not distribute the profits of 2020 in 2021. Assuming that the company will distribute the distributable profits in 2022 in cash and realize the distributable profits in 2021, the company will distribute cash of RMB 2.00 (including tax) to all shareholders for every 10 shares based on 488444800 shares, and the implementation will be completed before the end of May 2022. 9. When predicting the total share capital of the company, based on the total share capital of 488444800 shares as of March 31, 2022, only the impact of this non-public offering is considered, and the changes in share capital caused by other factors are not considered. 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 accordingly. The company shall not be liable for any loss caused by the investor’s investment decision.
(II) main indicators of impact on the company
Based on the above assumptions and premises, the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators is as follows:
Hypothetical scenario (I): 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.
Project year 2021 / end of 2021 year 2022 / end of 2022
Before and after issuance
Total share capital (10000 shares) 488423048844485884448
Total equity attributable to shareholders of the parent company at the beginning of the period: 2943778335593 Inner Mongolia M-Grass Ecology And Environment (Group) Co.Ltd(300355) 93300 (RMB 10000)
Net profit attributable to shareholders of the parent company for the year 367764636776463677646 (RMB 10000) attributable to shareholders of the listed company
Unless the net profit of recurring profit and loss is 346.80 (RMB 346.80)
Equity attributable to the owner of the parent company at the end of the period: 35593300, 38294057, 7358695300 yuan
Basic earnings per share 0.7530 0.7529 0.7403
Diluted earnings per share 0.7530 0.7529 0.7403
Earnings per share after deducting non recurring profit and loss
Earnings per share after deducting non recurring profit and loss
Weighted average return on net assets 11.48%, 9.98%, 9.24%
Average return on net assets after deducting non recurring profits and losses plus 10.73%, 9.32% and 8.63% equity
Note: earnings per share and weighted average return on net assets 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); Non recurring gains and losses are defined according to the non recurring gains and losses listed in the explanatory announcement on information disclosure of companies offering securities to the public No. 1 – non recurring gains and losses.
The same below.
Hypothetical scenario (II): 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 20% year-on-year compared with 2021.
Project year 2021 / end of 2021 year 2022 / end of 2022
Before and after issuance
Total share capital (10000 shares) 488423048844485884448
Total equity attributable to shareholders of the parent company at the beginning of the period: 2943778335593 Inner Mongolia M-Grass Ecology And Environment (Group) Co.Ltd(300355) 93300 (RMB 10000)
Net profit attributable to shareholders of the parent company for the year 367764644131754413175 (10000 yuan) attributable to shareholders of the listed company
Unless the net profit of recurring profit and loss is 3434680 (4121616 yuan)
Attributable to the owner of the parent company at the end of the period 35593 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) 2958674322482
Project year 2021 / end of 2021 year 2022 / end of 2022
Before and after issuance
Equity (10000 yuan)
Basic earnings per share 0.7530 0.9035 0.8884
Diluted earnings per share 0.7530 0.9035 0.8884
After deducting non recurring profit and loss, the base is 0.7032 0.8438 0.8297 earnings per share
Earnings per share after deducting non recurring profit and loss: 0.7032 0.8438 0.8297
Weighted average return on net assets 11.48%, 11.85%, 10.99%
Average return on net assets after deducting non recurring profits and losses plus 10.73%, 11.07% and 10.26% equity
Hypothetical scenario (III): 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 decreased by 20% year-on-year compared with 2021.
Project year 2021 / end of 2021 year 2022 / end of 2022
Before and after issuance
Total share capital (10000 shares) 488423048844485884448
Total equity attributable to shareholders of the parent company at the beginning of the period: 2943778335593 Inner Mongolia M-Grass Ecology And Environment (Group) Co.Ltd(300355) 93300 (RMB 10000)
Net profit attributable to shareholders of parent company in the current year: 367764629421172942117 (RMB 10000) deduction attributable to shareholders of listed company
Unless the net profit of recurring profit and loss is 34346802747744 (RMB 274774400)
Equity attributable to the owner of the parent company at the end of the period: 35593 Tianjin Pengling Group Co.Ltd(300375) 5852772851423 yuan
Basic earnings per share 0.7530 0.6023 0.5922
Diluted earnings per share 0.7530 0.6023 0.5922
After deducting non recurring profit and loss, the base is 0.7032 0.5625 0.5531 earnings per share
Earnings per share after deducting non recurring profit and loss: 0.7032 0.5625 0.5531
Weighted average return on net assets 11.48%, 8.06%, 7.46%
After deducting non recurring profit and loss, add 10.73%, 7.53% and 6.5%
