Stock Code: Shenzhen Huakong Seg Co.Ltd(000068) stock abbreviation: Shenzhen Huakong Seg Co.Ltd(000068) Announcement No.: 202231 Shenzhen Huakong Seg Co.Ltd(000068)
Announcement on the measures to fill the diluted immediate return after non-public offering of shares and the commitments of relevant entities (Revised Version)
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), several opinions of the State Council on further promoting the healthy development of the capital market (GBF [2014] No. 17) In accordance with the relevant provisions of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other documents issued by the CSRC, in order to protect the interests of small and medium-sized investors, Shenzhen Huakong Seg Co.Ltd(000068) (hereinafter referred to as “the company”) carefully analyzed the impact of this non-public offering on the dilution of immediate return, and put forward specific measures to fill in the return, Relevant entities have made commitments to the effective implementation of the company’s compensation and return measures. 1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) main assumptions and premises
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;
2. The non-public offering was completed in December 2022. The completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the company’s earnings per share. Finally, the actual completion time after the issuance is approved by the CSRC shall prevail;
3. It is assumed that the impact on the company’s production and operation and financial status after the funds raised by this issuance are received will not be considered;
4. Assuming that according to the upper limit of the number of non-public shares issued this time, the issued number is 302001439 shares, and the final issued number is subject to the result approved by the CSRC;
5. In 2021, the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are -977409 million yuan and -1031675 million yuan. Assuming that the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the listed company after deducting recurring profits and losses in 2022 are the following three cases:
(1) It is the same as that in 2021, which is -977409 million yuan and -1031675 million yuan respectively;
(2) All are 0 yuan;
(3) Both are 30 million yuan.
The profit assumption analysis of 2022 is only to calculate the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, does not represent the company’s judgment on the business situation and trend in 2022, does not constitute the company’s profit forecast, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor’s investment decision.
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.
(II) impact on the company’s main financial indicators
The main impact of the non-public offering on the company’s current financial return is based on the following assumptions:
Scenario 1: the net profit attributable to the shareholders of the listed company in 2022 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are the same as those in 2021
Project year 202112.31202212.312022
Not issued in 2021
Total share capital at the end of the period (10000 shares) 100667151006671513086729
Net profit attributable to the owner of the parent company (10000 yuan) -977409 -977409 -977409
Net profit of -1031675 -1031675 -1031675 attributable to the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) -0.0971 -0.0971 -0.0747
Diluted earnings per share (yuan / share) -0.0971 -0.0971 -0.0747
Basic earnings per share after deduction (yuan / share) -0.1025 -0.1025 -0.0788
Diluted earnings per share after deduction (yuan / share) -0.1025 -0.1025 -0.0788
Scenario 2: the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 are 0 yuan
Project year 202112.31202212.312022
Not issued in 2021
Total share capital at the end of the period (10000 shares) 100667151006671513086729
Net profit attributable to the owner of the parent company (10000 yuan) -977409 —
Net profit attributable to the parent company after deducting non recurring profit and loss of -1031675 – (10000 yuan)
Basic earnings per share (yuan / share) -0.0971 —
Diluted earnings per share (yuan / share) -0.0971 —
Basic earnings per share after deduction (yuan / share) -0.1025 —
Diluted earnings per share after deduction (yuan / share) -0.1025 —
Scenario 3: the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses in 2022 are 30 million yuan
Project year 202112.31202212.312022
Not issued in 2021
Total share capital at the end of the period (10000 shares) 100667151006671513086729
Net profit attributable to the owner of the parent company (10000 yuan) -97740930 Fawer Automotive Parts Limited Company(000030) 0000
Net profit attributable to -103167530 Fawer Automotive Parts Limited Company(000030) 0000 of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) -0.0971 0.0298 0.0284
Diluted earnings per share (yuan / share) -0.0971 0.0298 0.0284
Basic earnings per share after deduction (yuan / share) -0.1025 0.0298 0.0284
Diluted earnings per share after deduction (yuan / share) -0.1025 0.0298 0.0284
Note: in the above calculation, the basic earnings per share and diluted earnings per share are 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 (revised in 2010).
2、 Risk tips for diluting the immediate return of this non-public offering
After the completion of this offering, with the funds raised in place, the company’s net assets and total share capital will increase. With the funds raised in place, it will significantly improve the company’s working capital, expand business scale, promote business development and have a positive impact on the company’s future performance. However, if the company’s business scale and net profit fail to increase correspondingly, the earnings per share and return on net assets after deducting non recurring profits and losses may decline in the short term, so as to dilute the company’s immediate return. Please invest rationally and pay attention to investment risks.
At the same time, in the process of analyzing the dilution impact of this issuance on the immediate return, the hypothetical analysis of the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses in 2021 and 2022 is not the company’s profit forecast. The specific measures to fill the return formulated to deal with the risk of dilution of the immediate return are not equal to ensuring the company’s future profits, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors. 3、 Measures taken by the company to dilute the immediate return of this non-public offering
(I) strengthen the management of raised funds and prevent the use risks of raised funds
The company has formulated the measures for the administration of raised funds in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, normative documents and the articles of association to strictly manage the raised funds, ensure the reasonable and standardized use of the raised funds according to the agreed purposes and prevent the use risks of the raised funds. According to the measures for the administration of raised funds and the resolution of the board of directors of the company, the raised funds will be deposited in the special account for raised funds designated by the board of directors; The company has established a tripartite supervision system for the raised funds, which is jointly supervised by the recommendation institution, the depository bank and the company. The raised funds are used according to the promised purpose and amount, and the recommendation institution regularly conducts on-site inspection on the use of the raised funds; At the same time, the company regularly conducts internal audit on the raised funds and cooperates with the depository bank and the recommendation institution to inspect and supervise the use of the raised funds.
(II) optimize the structure of main business and improve the company’s market competitiveness and sustainable profitability
In the future, the company will continue to optimize the structure of its main business, seize the first opportunity in the industry, give full play to the company’s talent advantages, technical advantages, brand and reputation advantages, sponge city experience advantages, and continue to improve its market competitiveness and profitability.
1. Strengthen target management and improve operation level
The company will continue to follow the principles of clear rights and responsibilities, strong control and efficient operation, take strategy as the guidance, system as the basis and strengthen implementation as the basis, further strengthen target management, continuously improve the operation level of the company, and strive to achieve the steady growth of economic benefit indicators such as main business income and net profit.
2. Continue to build internal control and improve management ability
In the future, the company will continue to strengthen the construction of risk management system and the revision of rules and regulations, strengthen the ability of risk management, and build a company’s rules and regulations system with clear level, complete structure, scientific and reasonable and strong applicability. With the management system of “systematization, institutionalization, specialization and refinement”, we continue to meet the needs of the company’s stable operation and control of business risks, and further ensure the efficient operation of the company’s businesses and the effective control of the company’s business risks.
3. Increase talent training and strengthen team building
In the future, the company will continue to strengthen innovation and talent investment, and establish a business system and management system with technology and talents as the core. In terms of talent training, the company will further improve the training course system and management mechanism to provide sufficient talent reserves for the rapid development of the company in the future. In addition, the company will continue to strengthen human capital investment and establish and improve the talent use, flow, evaluation and incentive system in line with the characteristics of the industry and the company.
(III) continuously improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, ensure that the board of directors can exercise its powers and make scientific, rapid and prudent decisions in accordance with the provisions of laws, regulations and the company’s charter, ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company, In particular, the legitimate rights and interests of minority shareholders ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, managers and other senior managers and the company’s finance, so as to provide institutional guarantee for the development of the company.
(IV)
