Securities code: Shuyu Civilian Pharmacy Corp.Ltd(301017) securities abbreviation: Shuyu Civilian Pharmacy Corp.Ltd(301017) Announcement No.: 2022022 Shuyu Civilian Pharmacy Corp.Ltd(301017)
Announcement on the issuance of convertible corporate bonds to unspecified objects, diluting the immediate return, measures to fill the return and relevant commitments
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:
The following hypothetical analysis and description of the main financial indicators of Shuyu Civilian Pharmacy Corp.Ltd(301017) (hereinafter referred to as “the company”) after issuing convertible corporate bonds to unspecified objects do not constitute the company’s profit forecast or performance commitment. 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.
The measures to fill in the return formulated by the company do not guarantee the company’s future profits. Please pay attention to the investment risks.
In order to implement the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and 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), protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, According to the relevant requirements of the guiding opinions on matters related to the dilution of immediate return for initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the company has carefully analyzed the impact of the dilution of immediate return on the company’s main financial indicators by issuing convertible corporate bonds to unspecified objects, and put forward specific measures to fill in the return, The relevant entities have made commitments to the effective implementation of the company’s compensation and return measures, as follows:
1、 Impact of diluted immediate return on the company’s main financial indicators
(I) assumptions of diluted immediate return analysis of this offering
1. It is assumed that there are no major adverse changes in the macroeconomic environment, the market conditions of the company’s relevant industries and the company’s operation;
There are two situations: all shares are converted on December 31, 2023 and all shares are not converted on December 31, 2023 (the completion time is only used to calculate the impact of this issuance on the immediate return, and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Finally, the actual completion time of the issuance after the issuance and listing of Shenzhen stock exchange is approved and reported to the CSRC for approval and registration and the actual completion time of the conversion of shares by the holders of convertible bonds (whichever is between);
3. The total amount of the final raised funds issued to unspecified objects is 800 million yuan, and the relevant issuance expenses are not considered. The actual amount of funds raised from the issuance of convertible corporate bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. The net profit attributable to the shareholders of the parent company in 2021 was 1149243 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 1022546 million yuan. It is assumed that the net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 and 2023 decreased by 10% respectively compared with the previous year Flat and up by 10% (this assumption does not represent the company’s profit forecast for future profits, but is only used to calculate the impact of the diluted immediate return of this issuance on the main indicators. Investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation);
5. Assuming that the conversion price of this convertible bond is 20.00 yuan / share (the conversion price is only a simulated calculation price and does not constitute a numerical prediction of the actual conversion price), the final initial conversion price shall be determined by the board of directors (or the person authorized by the board of directors) through consultation with the sponsor (lead underwriter) according to the specific market and company conditions before issuance, and may be ex rights Ex dividend adjustment or downward correction;
6. It is assumed that except for this issuance, the company will not carry out other behaviors that will affect or potentially affect the total share capital of the company;
7. Other impacts on the company’s production and operation, financial status, etc. after the funds raised by this issuance are received are not considered;
8. The impact of bank interest and interest expense of convertible bonds before the raised funds are utilized is not considered; 9. The above-mentioned assumptions of 2023 and 2022 issuance do not represent the company’s current operating trend and diluted return in 2023, and do not represent the company’s current operating trend in 2023.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of the diluted immediate return on the company’s main financial indicators, as follows:
Year 2023 / December 31, 2023 project year 2021 / year 2021 / year 2022 / December 2022 December 2023 December 31, 2023 December 31, 2023 all shares not converted
Total share capital (10000 shares) 4053400405340040534004453400
Hypothesis 1: the net profit attributable to the shareholders of the parent company before and after deduction in 2022 is 10% lower than that in 2021, and the net profit attributable to the shareholders of the parent company before and after deduction in 2023 is 10% lower than that in 2022
The net profit attributable to the shareholders of the parent company is 11492431034319930887930887 profit (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of the parent company 10225469202.91828262 (RMB 10000)
Basic earnings per share (yuan / share) 0.30 0.26 0.23 0.21
After deducting non recurring profits and losses, the basic 0.27 0.23 0.20 0.19 earnings per share (yuan / share) assumption 2: the net profit attributable to shareholders of the parent company before and after non deduction in 2022 is the same as that in 2021, and the net profit attributable to shareholders of the parent company before and after non deduction in 2023 is the same as that in 2022
Net profit attributable to shareholders of the parent company 1149243114924311492431149243 profit (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of the parent company 1022546102254610225461022546 (RMB 10000)
Basic earnings per share (yuan / share) 0.30 0.28 0.28 0.26
After deducting non recurring profit and loss, the base is 0.27 0.25 0.25 0.23 earnings per share (yuan / share)
Assumption 3: the net profit attributable to the shareholders of the parent company before and after deduction in 2022 increased by 10% compared with that in 2021, and the net profit attributable to the shareholders of the parent company before and after deduction in 2023 increased by 10% compared with that in 2022
The net profit attributable to the shareholders of the parent company is 1149243126416813905841390584 profit (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of the parent company 102254611248011237281 (RMB 10000)
Basic earnings per share (yuan / share) 0.30 0.31 0.34 0.31
After deducting non recurring profit and loss, the base is 0.27 0.28 0.31 0.28 earnings per share (yuan / share)
2、 Risk tips on diluted immediate return of this offering
The project to be invested by the raised funds will gradually bring economic benefits to the company within the duration of convertible corporate bonds.
After this issuance, after some or all of the convertible corporate bonds held by investors are converted into shares, the total share capital of the company will increase to a certain extent, which will dilute the shareholding ratio and earnings per share of the original shareholders of the company. In addition, this issue has a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in an increase in the total amount of capital stock added due to the conversion of convertible corporate bonds, so as to expand the potential dilution effect of the convertible corporate bonds on the original ordinary shareholders of the company. Therefore, there is a risk that the immediate return of the company will be diluted in this issuance. Please pay attention to the majority of investors and pay attention to the investment risk.
3、 Necessity and feasibility of this issuance
The investment project raised by the issuance of convertible corporate bonds has been strictly demonstrated. The implementation of the project is conducive to further improve the company’s core competitiveness and enhance the company’s sustainable development ability, which is fully necessary and feasible. For detailed analysis, see the relevant contents of the feasibility analysis report of Shuyu Civilian Pharmacy Corp.Ltd(301017) issuing convertible corporate bonds to unspecified objects to raise funds.
4、 The relationship between the investment project of the raised funds and the existing business of the company
The total amount of funds raised from the issuance of convertible corporate bonds to unspecified objects is expected to be no more than 800 million yuan (including 800 million yuan). After deducting the issuance expenses, the net amount of funds raised is planned to be invested in the following projects:
Unit: 10000 yuan
No. project name project investment amount raised fund proposed investment amount
1 Shuyu Civilian Pharmacy Corp.Ltd(301017) modern logistics project (phase II) 29466692800000
2 Shuyu (Zaozhuang) modern pharmaceutical logistics project 21544002000000
3 digital construction project 979 Lihe Technology (Hunan) Co.Ltd(300800) 000
4. Supplementary working capital 24 China Vanke Co.Ltd(000002) 400000
Total 84803708000000
Based on the field of pharmaceutical circulation, the company’s main business is pharmaceutical retail chain business. The company is committed to providing customers with one-stop consumption of health products and services. The fund-raising investment projects Shuyu Civilian Pharmacy Corp.Ltd(301017) modern logistics project (phase II) and Shuyu (Zaozhuang) modern pharmaceutical logistics project are the logistics control and distribution center of the company in Shandong Province. After completion, it will improve the company’s logistics distribution system, improve the company’s drug supply guarantee ability in Shandong and surrounding provinces and cities, and effectively support the development of the company’s main business and the smooth progress of future planning; The digital construction project will enhance the company’s digital competitive advantage, provide growth power for its main business and support the rapid development of the company’s drug retail business.
The investment projects raised by the company conform to the industrial development direction and the company’s strategic layout, which can further improve the company’s business scale and profitability, and enhance the company’s core competitiveness and sustainable operation ability.
In addition, the company will appropriately supplement the working capital required for future development and provide financial support for its main business. 5、 The company’s reserves in terms of personnel, technology, market, etc. engaged in fund-raising projects
(I) personnel reserve
The company implements the group management mode and professional division of labor management, defines the responsibilities, powers, interests and other factors between the parent company and its subsidiaries, optimizes the resource allocation of Shuyu Civilian Pharmacy Corp.Ltd(301017) pharmacy and improves the management efficiency. Under the unified leadership and command of the group company, the management functions of subsidiaries in various regions have been brought into full play to ensure the overall operation of the enterprise.
The company pays attention to the cultivation of talents and has built an open and fair “internal talent selection platform”. The company’s existing logistics system has been operated for many years
