Securities code: 002355 securities abbreviation: Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) Announcement No.: 2022-009 Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd
On the diluted spot return of non-public offering of A-Shares in 2022
Announcement on taking filling measures and commitments of relevant subjects
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.
Important:
● after the funds raised from the non-public offering of A-Shares are in place, the total share capital and net assets of the company will increase. If the growth rate of future net profit after the company turns loss into profit is lower than that of net assets and total share capital, the financial indicators such as earnings per share and weighted average return on net assets will decline to a certain extent, and there is a risk that the shareholders' immediate return will be diluted. Please pay attention to investors and invest rationally.
● the hypothetical analysis of the company's operating data in this announcement does not constitute the company's profit forecast. The company's formulation of filling return measures does not guarantee the company's future profits. Please pay attention to it.
● the number of shares and the completion time of this non-public offering in this announcement are estimates and assumptions, and the final number of shares approved by the CSRC and actually issued and the completion time of the offering shall prevail. Please pay attention to the investment risks.
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) Several 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) to protect the interests of small and medium-sized investors, Xingmin Intelligent Transportation Systems (Group) Co.Ltd(002355) (Group) Co., Ltd. (hereinafter referred to as "the company") has analyzed the impact of this non-public offering on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return in combination with the actual situation, as follows:
1、 The impact of diluted immediate return of non-public offering of A-Shares on the company's main financial indicators
(I) main assumptions and preconditions
Assumptions:
1. It is assumed that there are no significant adverse changes in the macroeconomic environment, industrial policies, industrial development trends and the company's operation;
2. If the non-public offering plan is approved by the CSRC at the end of 2022, the actual time of the non-public offering will be used for the calculation of the final return after the implementation of the plan by the CSRC;
3. Assuming that the number of shares issued in this non-public offering is 186171120 shares, the above number of shares issued is only an estimated value, which is only used to calculate the impact of the diluted spot return of this non-public offering on the company's main financial indicators, and does not represent the final number of shares issued. The actual number of shares in this non-public offering is finally determined by the approval of the regulatory authorities, the actual issuance and the issuance expenses;
4. The impact on the company's production and operation and financial status (such as operating income, financial expenses and investment income) after the funds raised from this issuance are in place;
5. When predicting the total share capital of the company, based on the total share capital of 620570400 shares as of the date of announcement of the non-public offering plan, only the impact of the non-public offering is considered, and the changes in share capital caused by other adjustments are not considered;
6. According to the third quarter report of 2021 disclosed by the company, the net profit attributable to the shareholders of the listed company from January to September 2021 was -49321774.82 yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -91097066.43 yuan. It is assumed that the net profit attributable to the shareholders of the listed company in the consolidated statements of the company for the whole year of 2021 is 4 / 3 times of this basis. In addition, it is assumed that the net profit attributable to the shareholders of the listed company before and after deducting the non recurring profit and loss in 2022 may occur in three situations: (1) the net profit attributable to the shareholders of the listed company before and after deducting the non recurring profit and loss in 2022 is the same as that in 2021; (2) Before and after deducting non recurring profits and losses in 2022, the net profit attributable to shareholders of the listed company decreased by 50% compared with the loss in 2021; (3) The net profit attributable to shareholders of listed companies before and after deducting non recurring profits and losses in 2022 is equal to that in 2019. (this data is only used to calculate the impact of this issuance on the company and does not represent the actual operation of the company);
7. The above assumptions are only to test the impact of the diluted immediate return of this offering on the company's main financial indicators, and do not represent the company's judgment on the business situation and trend in 2022, nor do they constitute the company's performance and profit forecast in 2022. 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, The final data of profitability and owner's equity shall be subject to the amount audited by the accounting firm.
(II) impact on the company's main financial indicators
Based on the above assumptions, the impact of this non-public offering on the company's main financial indicators is calculated as follows:
December 31, 2021 / 2022
Project year 2021 (before and after pre issuance)
(measurement)
Total share capital (10000 shares) 62057.04 80674.15
Scenario 1: the net profit attributable to shareholders of the listed company before and after deducting non recurring profits and losses in 2022 is the same as that in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) -6576.24 -6576.24 -6576.24
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses -12146.28 -12146.28 -12146.28
Profit (10000 yuan)
Basic earnings per share (yuan / share) -0.11 -0.11 -0.09
Diluted earnings per share (yuan / share) -0.11 -0.11 -0.09
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.20 -0.20 -0.17
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.20 -0.20 -0.17
Scenario 2: the net profit attributable to shareholders of the listed company before and after deducting non recurring profits and losses in 2022 is 50% lower than the loss in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) -6576.24 -3288.12 -3288.12
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses -12146.28 -6073.14 -6073.14
Profit (10000 yuan)
Basic earnings per share (yuan / share) -0.11 -0.05 -0.05
Diluted earnings per share (yuan / share) -0.11 -0.05 -0.05
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.20 -0.10 -0.09
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.20 -0.10 -0.09
Scenario 3: the net profit attributable to shareholders of the listed company before and after deducting non recurring profits and losses in 2022 is the same as that in 2019
Net profit attributable to shareholders of the listed company (10000 yuan) -6576.24 1199.10 1199.10
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses -12146.28 -3210.93 -3210.93
Profit (10000 yuan)
Basic earnings per share (yuan / share) -0.11 0.02 0.02
Diluted earnings per share (yuan / share) -0.11 0.02 0.02
Basic earnings per share after deducting non recurring profits and losses (yuan / share) -0.20 -0.05 -0.04
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) -0.20 -0.05 -0.04
Note: in the above calculation, (1) earnings per share is calculated according to 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); (2) 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 issuing securities to the public No. 1 - non recurring gains and losses (CSRC announcement [2008] No. 43); (3) Basic earnings per share after this issuance = net profit attributable to shareholders of the listed company in the current period / (total share capital before issuance + number of newly issued shares this time) × Number of months from the next month of issuance to the end of the year / 12).
2、 Risk tips for diluted immediate return of this offering
After the funds raised from this offering are in place, the total share capital and net assets of the company will increase. If the growth rate of future net profit after the company turns loss into profit is lower than that of net assets and total share capital, the financial indicators such as earnings per share and weighted average return on net assets will decline to a certain extent, and there is a risk that the shareholders' immediate return will be diluted.
Meanwhile, the company's hypothetical analysis in the process of diluting the impact of this offering on the immediate return is not the company's profit forecast. The specific measures to fill the return formulated to deal with the risk of diluting the immediate return are not equivalent to guaranteeing the company's future profits. Investors should not make investment decisions accordingly. Investors make investment decisions accordingly, resulting in losses, The company shall not be liable for compensation.
3、 Necessity and rationality of this non-public offering of shares
After the funds raised from this non-public offering are in place, they will be used to supplement the working capital, which will help to improve the company's capital strength and profitability, which is in line with the interests of the company and all shareholders.
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
After deducting the issuance expenses, all the funds raised in this non-public offering will be used to supplement the working capital, further enhance the company's capital strength, optimize the asset structure, and provide reliable working capital guarantee for the company's future business development, so as to expand the business scale and improve the company's profitability. It does not involve specific construction projects, personnel, technology Market reserves.
5、 Main measures taken by the company to dilute the immediate return of this non-public offering
In order to protect the interests of investors, ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of future return, the company plans to take the following measures to fill the immediate return:
(I) strengthen the management of raised funds to ensure the rational and standardized use of raised funds
The company has formulated the management measures for the use of raised funds in accordance with the provisions of the securities law, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock exchange and the articles of association. The board of directors of the company is responsible for establishing and improving the company's fund-raising management system and ensuring the effective implementation of the system.
The company will store the raised funds in a special account in strict accordance with the management measures for the use of raised funds, standardize the use and management, so as to ensure the rational and standardized use of raised funds and reasonably prevent the use risks of raised funds.
(II) continuously improve corporate governance and provide institutional guarantee for the development of the company
The company has established and improved the corporate governance structure, standardized operation, improved the independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, set up an efficient and capable organizational functional organization suitable for the company's production and operation, and formulated corresponding post responsibilities. The responsibilities of various functional departments are clear and mutually restricted. The company's organizational structure is reasonable and operates effectively. The rights and responsibilities of the general meeting of shareholders, the board of directors, the board of supervisors and the management are clear, check and balance each other and operate well, forming a set of reasonable, complete and effective corporate governance and operation management framework. The company will strictly abide by the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws, regulations and normative documents, constantly improve the governance structure, effectively protect the rights and interests of investors, especially small and medium-sized investors, and provide institutional guarantee for the development of the company
