Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2022-005 bond Code: 149134 bond abbreviation: 20 Yunnan Copper 01
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.
In order to further implement 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 According to the relevant provisions of the guidance on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other documents, the company has analyzed the impact of this non-public offering on dilution of immediate return and formulated specific measures to fill in the return, Relevant entities have made commitments to the effective implementation of the company’s compensation and return measures, as follows:
1、 Potential impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) main assumptions and explanations of financial calculation
The following assumptions are only used to calculate the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, do not represent the judgment of the company’s operation and trend in 2022, and do not constitute a profit forecast. The company shall not be liable for any loss caused by the investor’s investment decision.
1. The non-public offering of shares will be completed by the end of September 2022, which is only an estimate, and the final time shall be subject to the actual completion time after the issuance is approved by the CSRC;
2. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, securities industry, product market and the company’s business environment; 3. It is assumed that the total amount of funds raised this time is 2674757800 yuan, regardless of the issuance cost. The actual amount of funds raised in the non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance and subscription, and the issuance expenses;
4. Assuming that 80% of the average stock trading price of Yunnan Copper Co.Ltd(000878) 20 days before the signing date of the plan for this non-public offering (January 14, 2022), i.e. RMB 10.89/share, the number of shares in this non-public offering is 245616000 shares; 5. When predicting the number of ordinary shares issued at the end of the period, it is based on the total share capital of 1699.6786 million shares on the announcement date of the plan. In addition, only the impact of this non-public offering is considered, and the changes in share capital caused by other factors are not considered;
6. From January to September 2021, the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses were 521.4946 million yuan and 273.2099 million yuan respectively. It is assumed that the net profit attributable to the owner of the parent company in 2021 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the corresponding indicators realized by the company from January to September 2021 multiplied by 4 / 3; For the company’s net profit in 2022, it is assumed to be calculated according to the following three situations:
Scenario 1: it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses will decrease by 20% compared with 2021;
Scenario 2: it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses remain unchanged compared with 2021;
Scenario 3: it is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increase by 20% compared with 2021;
7. As the time point of 38.23% equity delivery of Diqing nonferrous metals and its profit included in the consolidated statements of listed companies is uncertain, the impact of 38.23% equity acquisition of Diqing nonferrous metals on the company’s performance is not considered;
8. The impact on the company’s production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the arrival of the funds raised from the non-public offering is not considered, and the issuance expenses are not considered in this calculation;
9. When predicting the company’s net assets, the profit distribution is not considered temporarily, the impact of other factors other than raised funds and net profits on the net assets is not considered, and it is assumed that there are no other matters affecting the number of shares such as the conversion of provident fund to share capital and stock dividend distribution.
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) calculation process
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is calculated as follows:
Project year 2021 / end year 2022 / end
Before and after this offering
Total share capital (10000 shares) 169967.86 169967.86 194529.45
Scenario 1: in 2022, the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses decreased by 20% compared with the previous year
Net profit attributable to shareholders of the parent company (10000 yuan) 69532.61 55626.09 55626.09
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss of 36427.99 29142.39 29142.39 (RMB 10000)
Basic earnings per share (yuan / share) 0.4091 0.3273 0.3159
Basic earnings per share after deducting non recurring profits and losses (RMB 0.2143 0.1715 0.1655 / share)
Diluted earnings per share (yuan) 0.4091 0.3273 0.3159
Diluted earnings per share after deducting non recurring profits and losses (yuan) 0.2143 0.1715 0.1655
Weighted average return on net assets 8.14%, 6.06%, 5.65%
Weighted average net assets after deducting non recurring profits and losses 4.26% 3.18% 2.96% yield situation 2: the net profit attributable to the owner of the parent company in 2021 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the same as that of the previous year
Net profit attributable to shareholders of the parent company (10000 yuan) 69532.61 69532.61 69532.61
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss of 36427.99 36427.99 36427.99 (RMB 10000)
Basic earnings per share (yuan / share) 0.4091 0.4091 0.3948
Basic earnings per share after deducting non recurring profits and losses (RMB 0.2143 0.2143 0.2068 / share)
Diluted earnings per share (yuan) 0.4091 0.3948
Diluted earnings per share after deducting non recurring profits and losses (yuan) 0.2143 0.2143 0.2068
Weighted average return on net assets 8.14%, 7.52%, 7.02%
Weighted average net assets after deducting non recurring profits and losses 4.26%, 3.94% and 3.68% yield scenario 3: the net profit attributable to the owner of the parent company in 2021 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increased by 20% over the previous year
Net profit attributable to shareholders of the parent company (10000 yuan) 69532.61 83439.13 83439.13
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss of 36427.99 43713.58 43713.58 (RMB 10000)
Basic earnings per share (yuan / share) 0.4091 0.4909 0.4738
Basic earnings per share after deducting non recurring profits and losses (RMB 0.2143, 0.2572, 0.2482 / share)
Diluted earnings per share (yuan) 0.4091 0.4909 0.4738
Diluted earnings per share after deducting non recurring profits and losses (yuan) 0.2143 0.2572 0.2482
Weighted average return on net assets 8.14%, 8.96%, 8.36%
Weighted average net assets after deducting non recurring profit and loss 4.26% 4.69% 4.38% yield note: basic earnings per share, diluted earnings per share, basic earnings per share after deducting non recurring profit and loss, diluted earnings per share after deducting non recurring profit and loss The weighted average return on net assets and the weighted average return on net assets after deducting non recurring profits and losses 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).
According to the above calculation, after the completion of this non-public offering, the company’s current basic earnings per share and weighted average return on net assets will be diluted to a certain extent.
2、 Special risk tips for diluted immediate return of this offering
After the completion of this non-public offering, the company’s share capital and net assets will increase. As the delivery of 38.23% equity of Diqing nonferrous metals and the time point when the profit is included in the consolidated statements of the listed company may be later than the time point of this issuance, the company’s net profit may not grow synchronously with the share capital and net assets in the short term. It is expected that the company’s current earnings per share and return on net assets in the year when the funds raised from this non-public offering are in place will be diluted. Please invest rationally and pay attention to investment risks. In the process of calculating the diluted impact of this offering on the immediate return, the hypothetical analysis of 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 is not the company’s profit forecast, The specific measures to cover the risk that the immediate return is diluted do not guarantee the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation. Draw the attention of investors. 3、 Necessity and rationality for the board of directors to choose this non-public offering (I) use plan of the funds raised by this non-public offering
The total amount of funds (including issuance expenses) to be raised from this non-public offering of shares shall not exceed 2674.7578 million yuan. The net amount of funds raised after deducting issuance expenses is to be fully invested in the following projects:
No. total investment of the project invested by the raised funds (10000 yuan)
Amount (10000 yuan)
1. Acquisition of 38.23% of Diqing nonferrous metals held by Yunnan Copper Group 187475.78
stock right
2. Supplement working capital and repay bank loans 80000.00 80000.00
Total 267475.78
Among them, the transaction price for the acquisition of 38.23% equity of Diqing nonferrous metals held by Yunnan Copper Group is determined by the appraisal results of the asset appraisal report issued by the appraisal institution meeting the requirements of the securities law and filed by Chinalco group (filing No.: 8572zgly2021146).
Before the funds raised from the non-public offering are in place, the acquisition of 38.23% equity of Diqing nonferrous metals is subject to the approval of the CSRC.
If the actual amount of funds raised（
