Securities code: 002642 securities abbreviation: Ronglian Group Ltd(002642) Announcement No.: 2022-009 Ronglian Group Ltd(002642)
Diluted immediate return on non-public offering of A-Shares and
Announcement of filling measures (Second Revision)
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.
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) The relevant requirements of 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 IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) are to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, Ronglian Group Ltd(002642) (hereinafter referred to as the “company” or “listed company”) has carefully analyzed the impact of this non-public offering of shares on the dilution of immediate return, put forward specific measures to fill the return, and the relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the return.
The impact of the diluted immediate return of the non-public offering on the company’s main financial indicators and the proposed filling measures and commitments are described as follows:
1、 Impact of this issuance on the company’s earnings per share
(I) main assumptions and premises of the analysis
In order to analyze the impact of this non-public offering on the company’s earnings per share, combined with the actual situation of the company, the following assumptions are made:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, product market conditions and the company’s operation.
2. Assuming that the issuance plan is completed by the end of September 2022, the completion time is only used to calculate the impact of the non-public offering on the diluted immediate return, and the final time shall be subject to the actual completion time approved by the CSRC.
3. The total amount of funds to be raised from the non-public offering of shares is 379 million yuan. Regardless of the impact of issuance expenses, the number of non-public offering shares is 102710027 shares. The total funds raised and the number of shares issued are only the estimates used by the company for this calculation. The actual funds raised and the number of shares issued shall be subject to the actual total funds raised and the number of shares issued after the final approval of the CSRC.
4. In 2020, the net profit attributable to the owner of the parent company in the consolidated statements of the company was -1082969400 yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was -1082121000 yuan. It is assumed that the net profit attributable to the shareholders of the listed company in 2022 is the following three situations: (1) the net profit attributable to the shareholders of the listed company in 2022 (before and after deducting non recurring profits and losses) is 40 million yuan; (2) The net profit attributable to the shareholders of the listed company in 2022 (before and after deducting non recurring profits and losses) is 50 million yuan; (3) The net profit attributable to the shareholders of the listed company in 2022 (before and after deducting non recurring profits and losses) is 60 million yuan. The above profit level assumption is only to calculate the impact of the diluted spot return of the non-public offering of A-Shares on the company’s main financial indicators, does not represent the company’s judgment on the operation and trend in 2022, nor does it constitute the company’s profit forecast. Investors should not make investment decisions accordingly.
5. The impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds from this issuance is not considered.
6. As of the date of this announcement, the total share capital of the company is 667250313 shares, including 5670000 shares of equity incentive restricted shares that have not been lifted. When calculating earnings per share, the number of share capital does not include the number of restricted shares that have not been lifted. The total share capital is based on 661580313 shares. Only the impact of this non-public offering of shares is considered, and the changes in share capital caused by other factors are not considered.
7. It is assumed that the company’s cash dividend in 2022 is the same as that in 2020, that is, no cash dividend will be carried out. It should be noted that the above assumptions are only to calculate the impact of the diluted immediate return of the non-public offering on the company’s main financial indicators, do not represent the company’s judgment on the operation and trend in 2022, and do not constitute a profit forecast. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation.
(II) impact of this issuance on the company’s earnings per share
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 2020 / December 31, 2020, before the issuance in 2022 / December 31, 2022, after the issuance
Number of ordinary shares (excluding 661580313 764290340 restricted shares that have not been lifted) (shares)
Scenario 1: the company’s net profit attributable to shareholders of Listed Companies in 2022 (before and after deducting non recurring profits and losses) is 40 million yuan
– 108296.94 4000.00 4000.00 net profit (RMB 10000) attributable to ordinary shareholders of the listed company after deducting non recurring profits and losses
The net profit of the common shareholders of the municipal company is -108212.10 (RMB 4000.00)
Basic earnings per share (yuan / share) -1.6369 0.0605 0.0582
Diluted earnings per share (yuan / share) -1.6369 0.0605 0.0582
Basic earnings per share after deducting non recurring profits and losses -1.6357 0.0605 0.0582 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses -1.6357 0.0605 0.0582 (yuan / share)
Scenario 2: the company’s net profit attributable to the shareholders of the listed company in 2022 (before and after deducting non recurring profits and losses) is 50 million yuan
– 108296.94 5000.00 5000.00 net profit (RMB 10000) attributable to common shareholders of the listed company after deducting non recurring profits and losses
The net profit of the common shareholders of the municipal company is -108212.10 5000.00 (RMB 10000)
Basic earnings per share (yuan / share) -1.6369 0.0756 0.0728
Diluted earnings per share (yuan / share) -1.6369 0.0756 0.0728
Basic earnings per share after deducting non recurring profits and losses -1.6357 0.0756 0.0728 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses -1.6357 0.0756 0.0728 (yuan / share)
Scenario 3: the company’s net profit attributable to the shareholders of the listed company in 2022 (before and after deducting non recurring profits and losses) is 60 million yuan
– 108296.94 6000.00 6000.00 net profit (RMB 10000) attributable to ordinary shareholders of the listed company after deducting non recurring profits and losses
The net profit of the common shareholders of the municipal company is -108212.10 (RMB 6000.00)
Basic earnings per share (yuan / share) -1.6369 0.0907 0.0873
Diluted earnings per share (yuan / share) -1.6369 0.0907 0.0873
Basic earnings per share after deducting non recurring profits and losses -1.6357 0.0907 0.0873 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses -1.6357 0.0907 0.0873 (yuan / share)
Note: basic earnings per share, diluted earnings per share and other indicators are calculated according to the formula specified in 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.
It can be seen from the above table that after the completion of this non-public offering, the company’s basic earnings per share and diluted earnings per share are expected to decline to a certain extent before the project reaches smooth operation. Therefore, the company’s immediate return will be diluted to a certain extent.
2、 The risk of diluting the immediate return of this non-public offering
After the completion of this non-public offering, the company’s total share capital and net assets will increase to a certain extent, and the company’s earnings per share and return on net assets will be diluted for a period of time. With the supplement of working capital and the implementation of raised investment projects, the scale of the company’s operating income will gradually increase and the scale of profit will gradually increase. However, it takes a certain period for the use of raised funds to generate benefits. When the share capital and net assets are increased, if the net profit finally realized by the company fails to increase in the same proportion with the scale of share capital and net assets, the indicators such as earnings per share and return on net assets will decline to a certain extent.
3、 Necessity and rationality of this non-public offering
For the necessity and rationality of this non-public offering, see “II. Background and purpose of this non-public offering” in Chapter I of the plan for non-public development of A-Shares (Second Revision) and “II. Feasibility analysis of the investment project of this raised capital” in Chapter IV.
4、 The connection 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) connection between the investment project of the raised funds and the existing business of the company
The investment project of the company’s raised funds will be used to supplement the company’s working capital and invest in the company’s main business, with good market prospects and economic benefits. The construction and implementation of fund-raising investment projects can expand the company’s business scale, improve the company’s profitability, consolidate the company’s competitive advantage in the core business field, improve the company’s core competitiveness and create value for shareholders.
(II) the company’s reserves in personnel, technology, market, etc. for projects invested with raised funds
1. Personnel reserve
The company has a group of highly educated professional and technical talents such as professors, senior engineers and masters, which is the core personnel reserve necessary for the implementation of the company’s business. In addition, in addition to the allocation and training of the company’s existing personnel, the company will continue to promote the personnel recruitment and training plan according to the needs of business development, and continuously enhance the personnel reserve to ensure the smooth implementation of the raised investment project.
2. Technical reserve
As of the announcement date of the non-public offering plan, the company has dozens of invention patents and more than 200 computer software copyrights. The technical level and service capacity of the company’s businesses have been continuously improved, which has been recognized and supported by industry associations, customers and upstream and downstream partners. The company has passed the review of China Network Security Review and technology certification center and obtained the three-level service qualification certificate of information system security operation and maintenance; The company’s “rongzhilian cloud platform” has obtained the three-level Filing Certificate of information system security protection; The company joined the China intelligent manufacturing system solution supplier alliance and served as the governing unit. In addition, the company has also won many awards and honorary titles issued by customers and industry technology associations, including “top 100 intelligent operation and maintenance services in China in 2019”, “excellent member of Beijing Centergate Technologies (Holding) Co.Ltd(000931) private science and Technology Entrepreneurs Association”, etc.
After the implementation of fund-raising projects in the future, the company will rely on the above technical advantages to provide strong support for business development and development.
3. Market reserve
In the long-term business development process, the company’s product technical strength and service ability have been highly recognized by the market and customers, and has established a good company brand and reputation. The company has deeply cultivated the markets of finance, telecom operators, government utilities, biomedicine, energy and intelligent manufacturing industries, and accumulated a large number of high-quality customer resources. With the continuous improvement of R & D capability of technical products, the scope of the company’s continuous provision of services and products for customers is also expanding, and gradually extends to every link of customers’ it planning. The market and customer resources owned by the company will provide strong support for the implementation of raised investment projects.
To sum up, the project raised and invested by the company in this non-public offering has a good foundation in terms of personnel, technology and market. With the promotion of raised investment projects and the expansion of business scale
