Securities code: 688033 securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Announcement No.: 2022-007 Beijing Tianyishangjia New Material Corp.Ltd(688033)
Diluted immediate return on issuing A-Shares to specific objects
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 legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the law.
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 CSRC In order to protect the interests of small and medium-sized investors, the company analyzed the impact of the issue of shares to specific objects on the dilution of immediate return and put forward specific measures to fill the return, The relevant entities have made commitments to the effective implementation of the company's compensation and return measures, as follows:
1、 Calculation of the impact of this issuance to specific objects on the company's earnings per share
(I) main assumptions
1. It is assumed that the issuance of shares to specific objects is expected to be completed in June 2022.
2. It is assumed that the number of shares issued to specific objects this time is no more than 30% of the total share capital of the company before issuance, that is, no more than 134621156 shares (including this number) (the final number of shares issued shall be subject to the actual number of shares issued after registration with the CSRC). If the company changes its share capital from the pricing base date of issuing A-Shares to specific objects to the issuance date, such as share distribution, conversion of capital reserve into share capital, etc., the number of A-Shares issued to specific objects will be adjusted accordingly.
3. The number of shares issued to specific objects, the amount of funds raised and the issuance time are only assumptions based on the calculation purpose, and the actual number of shares issued, the issuance result and the actual date shall prevail.
4. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development and product market.
5. 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.
6. The net profits attributable to the owners of the parent company before and after deducting non recurring profits and losses in the first three quarters of 2021 were 100.2297 million yuan and 96.9205 million yuan respectively. Based on the annualized calculation of the net profit in the first three quarters of 2021, the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2021 was 133.6396 million yuan and 129.2273 million yuan respectively. It is assumed that the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 will be calculated respectively according to the three scenarios of flat, growth of 10% and growth of 20% on the basis of 2021.
7. When calculating the number of ordinary shares issued, only the impact of this issuance on the total share capital is considered, and the changes in share capital caused by share repurchase and cancellation, conversion of reserve fund to share capital, etc. are not considered.
8. The assumption of the company's profit level is only to calculate the impact of the diluted immediate return issued to specific objects on the company's main financial indicators, does not represent the company's judgment on the business situation and trend in 2021 and 2022, nor does it constitute the company's profit forecast.
The above assumptions are only based on the calculation purpose 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 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 issuance on earnings per share, and the calculation results are shown in the table below:
Project amount
The total amount of funds raised this time (10000 yuan) is 236904.16
The number of shares issued to specific objects this time is 134621200 (10000 shares)
Project year 2021 / year 2022 / December 31, 2022 / before and after issuance on December 31, 2021
Total share capital at the end of the period (10000 shares) 44873.72 44873.72 51604.78
Hypothesis 1: the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses are the same as those in 2021.
Net profit attributable to shareholders of the parent company (RMB 13363.96 million)
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.30 0.30 0.26
Diluted earnings per share (yuan / share) 0.30 0.30 0.26
Basic earnings per share of 0.29 0.29 0.25 after deducting non recurring profits and losses (yuan / share)
Diluted earnings per share of 0.29 0.29 0.25 (yuan / share) after deducting non recurring profits and losses hypothesis 2: the net profit attributable to ordinary shareholders of listed companies realized by the company in 2022 and the net profit attributable to ordinary shareholders of listed companies after deducting non recurring profits and losses increased by 10% compared with 2021.
Net profit attributable to shareholders of the parent company (rmb133639614700.36 million)
Net profit attributable to shareholders of parent company 12922.73 14215.00 after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.30 0.33 0.28
Diluted earnings per share (yuan / share) 0.30 0.33 0.28
After deducting non recurring profit and loss, the basic earnings per share is 0.29 0.32 0.28 (yuan / share)
Diluted earnings per share of 0.29 0.32 0.28 (yuan / share) after deducting non recurring profits and losses assumption 3: the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses increased by 20% compared with 2021.
Net profit attributable to shareholders of the parent company (rmb133639616036.75 million)
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.30 0.36 0.31
Diluted earnings per share (yuan / share) 0.30 0.36 0.31
After deducting non recurring profits and losses, the basic earnings per share is 0.29 0.35 0.30 (yuan / share)
Diluted earnings per share of 0.29 0.35 0.30 (yuan / share) after deducting non recurring profits and losses note 1: the calculation formula of basic earnings per share and diluted earnings per share shall be in accordance with the requirements and requirements in the guiding opinions on matters related to initial public offering, refinancing and dilution of 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 relevant data of 2021 are calculated based on the annualized data of the first three quarters of 2021.
After the funds raised from this issuance are in place, the total share capital and net assets of the company will increase accordingly. Due to the certain construction period of the investment project with raised funds, the expected benefits cannot be realized in the short term, so the growth rate of the company's net profit may be lower than that of net assets and total share capital in the short term, It is expected that the company's financial indicators such as earnings per share and weighted average return on net assets will decline to a certain extent after the issuance, and there is a risk that the shareholders' immediate return will be diluted. In addition, once the assumptions of the foregoing analysis or the company's operating conditions change significantly, the possibility that the current issuance will lead to changes in the dilution of the immediate return cannot be ruled out.
Investors are hereby reminded to pay attention to the risk that this offering may dilute the immediate shareholder return.
3、 The necessity and rationality for the board of directors to choose this issuance to specific objects
The investment projects of the raised funds issued this time comply with relevant national industrial policies, the development trend of the company's industry and the company's future development plan, have good market prospects and economic benefits, help to improve the company's profitability and capital strength, enhance the company's ability to resist business risks, and consolidate and strengthen the company's industry position, In line with the interests of the company and all shareholders of the company.
On the specific contents of the discussion on the necessity and rationality of this issuance to specific objects, See "II. Background and purpose of this issuance of shares to specific objects" in "chapter I overview of this issuance of A-Shares to specific objects" and "II. Necessity and feasibility analysis of the use of this raised funds" in "Chapter II feasibility analysis of the board of directors on the use of this raised funds".
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) relationship between the investment project of the raised funds and the existing business of the company
The funds raised in this issuance will be used for the industrialization construction project of high-performance carbon ceramic actuator, the construction project of automatic intelligent weaving production line of carbon and carbon material products, and supplement working capital.
The company is a leading supplier of powder metallurgy brake pads for high-speed railway EMUs in China. At the same time, the founder and R & D team take powder metallurgy technology as the fulcrum, actively expand the project experience in the field of carbon based new materials with the help of the universality of new material technology, and vigorously cultivate high-end R & D talents in the field of new materials. After years of technical accumulation and precipitation, the team, At present, relevant products have been put into production in the field of carbon ceramic new materials, and have mass production technical reserves and production capacity in the field of carbon ceramic new materials. The company has the strength to extend from powder metallurgy materials to new materials.
The implementation of the investment project raised by this issuance is an important measure for the company to actively capture the industry development trend and market development demand, and an expansion and extension of the company's current main business. Through the implementation of the investment project raised by this issuance, the company will take carbon matrix composites as the starting point, actively explore the development pattern in the field of new materials, create the company's second growth curve, improve the company's core competitiveness, realize the company's strategic goal of becoming a platform company of new materials for industrial consumer goods, and realize the company's long-term sustainable development.
(II) the company's reserves in personnel, technology, market, etc. for projects invested with raised funds
1. Personnel reserves of the company engaged in investment projects with raised funds
The company has 22 professional technical R & D teams in the field of carbon ceramic composites, including 11 with master's degree or above, including 1 with doctor's degree. The team members are from well-known universities at home and abroad, such as Northwest University of technology, Beijing University of science and technology, Harbin Engineering University and Beijing University of technology. The technical team members have been engaged in the research and development of carbon matrix composites for many years. The excellent technical R & D team provides technical support for the implementation of the project and guarantees the smooth implementation of the project.
In the new business of carbon fiber composites, the company has a professional technical R & D team of 27 people, including 17 with master's degree or above and 1 with doctor's degree. The team members are from Northwest University of technology, Beijing University of Aeronautics and Astronautics and Harbin
