Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-004 Shandong Fengyuan Chemical Co.Ltd(002805) about
Announcement on diluted immediate return of non-public offering of A-Shares and its filling measures
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important:
The following analysis and description of the main financial indicators of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company") after the non-public offering of A-Shares do not constitute the profit forecast of the company. Investors should not make investment decisions only based on such analysis and description. If investors make investment decisions based on this, the company will not bear any responsibility. At the same time, the company's compensation and return measures formulated this time do not guarantee the company's future profits and draw the attention of the majority of investors.
Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company") plans to issue no more than 53379661 shares (including this number) to specific objects in a non-public manner, and the total amount of funds raised is no more than 940 million yuan.
In accordance with the relevant requirements of 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 IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of China Securities Regulatory Commission, The company analyzed the possible impact of this non-public offering on the common shareholders' equity and immediate return, and put forward relevant measures to fill the return in combination with the actual situation. The details are as follows:
1、 Impact of diluted immediate income from this non-public offering on the company's main financial indicators
(I) main assumptions and preconditions for financial index calculation
1. It is assumed that the macroeconomic environment and the market conditions of the company's industry have not changed significantly; 2. It is assumed that the non-public offering will be completed by the end of 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. Assuming that the number of shares in this non-public offering is 53379661 (no more than this non-public offering)
30% of the former total share capital (including this amount) is calculated as the upper limit, and the total amount of raised funds is 940 million yuan
The number of non-public shares and the total amount of funds raised are only assumptions, and the final number of shares issued and the total amount of funds raised are only assumptions
The amount shall be approved by the CSRC and undertaken by the board of directors in accordance with the authorization of the general meeting of shareholders
Determined by the seller through negotiation;
4. Net profit attributable to the owner of the parent company before and after deducting non recurring profit and loss from January to September 2021
It is 38.6937 million yuan and 38.2539 million yuan respectively. It is assumed that the net profit from January to September 2021 accounts for 75% of the whole year,
The net profits attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2021 are
51.5916 million yuan and 51.0052 million yuan, before and after deducting non recurring profits and losses in 2022, belong to the parent company
On the basis of 2021, the net profit of the owner is calculated according to the performance growth of 10%, 20% and 30%.
The above assumptions do not constitute a profit forecast;
5. This calculation does not take into account the impact on the company's production, operation and financial status (e.g
Financial expenses, investment income, etc;
6. It is assumed that the proportion of cash dividend in 2021 is the minimum proportion specified in the articles of association, that is, cash dividend
The total amount of bonus accounts for 15% of the net profit attributable to the common shareholders of the listed company in the consolidated statements of the current year, and the implementation is completed in May of the next year, and the capital reserve is not converted into share capital. This assumption is only used to calculate the non
The impact of diluted immediate return of public offering on main financial indicators does not represent the company's impact on cash in 2021
Judgment of dividends;
7. When calculating the total share capital of the company at the end of the later stage of this issuance and calculating the basic earnings per share, only
The impact of this issuance on the total share capital does not consider other possible equity changes.
(II) impact on the company's main financial indicators
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
The impact comparison is as follows:
The project did not consider this issue in 2021 / 2022 / December 31, 2022 and considered this issue in 2021
Scenario 1: it is assumed that the net profit attributable to the owners of the parent company in 2022 (before and after deduction) will increase by 10% compared with 2021
Total share capital (shares) 177932205 177932205 231311866
Net profit attributable to owners of the parent company (yuan): 51591604.88 56750765.37 56750765.37
Attributable to the owner of the parent company after deducting non recurring profits and losses 51005230.04 56105753.04 56105753.04
The project did not consider this issue in 2021 / 2022 / December 31, 2022 and considered this issue in 2021
Net profit after (yuan)
Basic earnings per share (yuan / share) 0.32 0.32 0.30
Diluted earnings per share (yuan / share) 0.32 0.32 0.30
Basic earnings per share after deducting non recurring profits and losses 0.32 0.32 0.29 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.32 0.32 0.29 (yuan / share)
Weighted average return on net assets (%) 6.48 5.31 4.36
After deducting non recurring profits and losses, the weighted average net asset income is 6.41 5.25 4.31 profit rate (%). Case 2: it is assumed that the net profit attributable to the owner of the parent company in 2022 (before and after deducting non recurring profits and losses) will increase by 20% compared with 2021
Total share capital (shares) 177932205 177932205 231311866
Net profit attributable to owners of parent company (yuan): 51591604.88 61909925.86 61909925.86
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses 51005230.04 61206276.05 61206276.05 (yuan)
Basic earnings per share (yuan / share) 0.32 0.35 0.32
Diluted earnings per share (yuan / share) 0.32 0.35 0.32
Basic earnings per share after deducting non recurring profits and losses 0.32 0.34 0.32 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.32 0.34 0.32 (yuan / share)
Weighted average return on net assets (%) 6.48 5.78 4.74
After deducting non recurring profits and losses, the weighted average net asset income is 6.41 5.72 4.69 profit rate (%). Case III: it is assumed that the net profit attributable to the owner of the parent company in 2022 (before and after deducting non recurring profits and losses) will increase by 30% compared with 2021
Total share capital (shares) 177932205 177932205 231311866
Net profit attributable to owners of the parent company (yuan): 51591604.88 67069086.34 67069086.34
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses 51005230.04 66306799.05 66306799.05 (yuan)
Basic earnings per share (yuan / share) 0.32 0.38 0.35
Diluted earnings per share (yuan / share) 0.32 0.38 0.35
Basic earnings per share after deducting non recurring profits and losses 0.32 0.37 0.35 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.32 0.37 0.35 (yuan / share)
Weighted average return on net assets (%) 6.48 6.25 5.13
After deducting non recurring profits and losses, the weighted average net asset income rate is 6.41 6.18 5.07 (%)
Note 1: the above assumptions are only to test the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, and do not represent the company's view on profitability, nor the company's judgment on operation and trend;
Note 2: basic earnings per share, diluted earnings per share and weighted average return on net assets are calculated in accordance with 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 (revised in 2010), and the impact of non recurring profits and losses is deducted.
2、 Necessity and rationality of this non-public offering of shares
(I) impact of this non-public offering on the company's operation and management
The investment project of the raised funds conforms to the relevant national industrial policies and the direction of the company's overall strategic upgrading in the future, and has good market development prospects and economic benefits. After the completion of the project, it can further improve the company's core competitiveness, increase profit growth points, reduce financial expenses and improve the company's profitability. The purpose of the raised funds is reasonable and feasible, which is in line with the interests of the company and all shareholders.
(II) impact of this non-public offering on the company's financial position
After the completion of this non-public offering, the capital strength of the company will be greatly enhanced, the net assets will be improved, and the asset liability ratio will be reduced, which is conducive to enhancing the stability of the company's asset structure and anti risk ability.
3、 Relationship between the raised investment project and the company's existing business
(I) production base project of lithium iron phosphate cathode material for lithium batteries with an annual output of 50000 tons
The company's original main business was the R & D, production and sales of oxalic acid series products. In 2016, the company began to actively extend the industrial chain, cut into the new energy industry, and layout the lithium-ion battery cathode material industry. At present, the business pattern of oxalic acid and lithium battery cathode material has initially formed. From January to September 2021, the sales revenue of lithium battery cathode materials business segment has accounted for 65% of the company's total revenue. In the future, with the continuous ramp up of cathode material production capacity, the revenue share is expected to further increase.
The investment project of the raised funds is the "production base project of lithium iron phosphate cathode material for lithium battery with an annual output of 50000 tons", and the produced lithium iron phosphate is produced
