Securities code: Hichain Logistics Co.Ltd(300873) securities abbreviation: Hichain Logistics Co.Ltd(300873) Announcement No.: 2022063 Hichain Logistics Co.Ltd(300873)
Announcement on diluting immediate return, taking filling measures and relevant commitments by issuing shares to specific objects
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.
Hichain Logistics Co.Ltd(300873) (hereinafter referred to as “the company”) intends to issue shares to specific objects. According to the 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), In view of the risk that the company’s immediate return will be diluted after the issuance of shares to specific objects, in order to protect the legitimate rights and interests of small and medium-sized investors, the company has formulated measures to fill the diluted immediate return, and the relevant subjects have made a commitment that the company’s measures to fill the return can be effectively implemented. 1、 The impact of diluted immediate return issued to specific objects 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 on the company’s main financial indicators, which does not constitute the company’s profit forecast, nor does it represent the company’s judgment on the operation situation and trend. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation. The following calculation does not consider the impact of other factors on net assets except profit distribution, raised funds and net profit. The relevant assumptions are as follows:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and market conditions;
2. Assuming that the company completes the offering at the end of September 2022, the completion time is only used to calculate the impact of the diluted immediate return of the shares issued to specific objects on the main financial indicators, which does not constitute a commitment to the actual completion time, and the actual completion time shall prevail;
3. Assuming that the number of shares issued to specific objects this time is the upper limit of issuance, i.e. 19884877 shares, only considering the impact of this issuance, the total share capital of the company after this issuance is 233218211 shares. This assumption is only used to calculate the impact of this issuance on the company’s earnings per share, and does not represent the company’s judgment on the actual number of shares issued this time. The final number of shares issued is subject to the number of shares reviewed and approved by Shenzhen Stock Exchange and registered by China Securities Regulatory Commission;
4. The net profit attributable to the shareholders of the parent company in 2021 was 309296100 yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 212262000 yuan. According to the actual situation of the company’s operation and the principle of prudence, it is assumed that the corresponding annual growth rates of 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 in 2022 are 10%, 30% and 50%.
5. When predicting the number of ordinary shares to be issued at the end of the period, based on the total share capital of 2133333334 shares on the announcement date of this plan, only the impact of this issuance of shares to specific objects is considered, and the change of share capital caused by other factors is not considered;
6. It is assumed that the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised from the issuance of shares to specific objects are received will not be considered;
7. When predicting the net assets of the company after the issuance, the impact of other factors on the net assets other than the net profit and the issuance of shares to specific objects is not considered;
8. The impact of other non recurring profits and losses and force majeure factors on the company’s financial situation is not considered;
9. The above assumptions are only used to calculate the impact of the diluted immediate return on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast; The actual operation of the company is affected by national policies, industry development and other factors, and there is uncertainty; Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of this issuance on the company’s main financial indicators as follows:
Project year 2021 / year 2021 / December 31, 2022
Before and after the offering on December 31, 2013
Total share capital (10000 shares) 133333321333332332182
Assumption 1: the net profit in 2022 will increase by 10% compared with that in 20201
Profit attributable to shareholders of the parent company (10000 yuan) 309296134022573402257
Profit attributable to shareholders of the parent company after deduction of Non Profits (10000 yuan) 212262023348822334882
Basic earnings per share (yuan / share) 1.45 1.59 1.56
Diluted earnings per share (yuan / share) 1.45 1.59 1.56
Basic earnings per share after deduction (yuan / share) 1.00 1.09 1.07
Diluted earnings per share after deduction (yuan / share) 1.00 1.09 1.07
Weighted average return on net assets 16.23%, 15.34%, 14.71%
Non weighted average return on net assets after deduction: 11.14%, 10.53%, 10.10%
Assumption 2: the net profit in 2022 will increase by 30% compared with that in 20201
Profit attributable to shareholders of the parent company (10000 yuan) 309296140208504020850
Profit attributable to shareholders of the parent company after deduction of Non Profits (10000 yuan) 212262027594062759406
Basic earnings per share (yuan / share) 1.45 1.88 1.84
Diluted earnings per share (yuan / share) 1.45 1.88 1.84
Basic earnings per share after deduction (yuan / share) 1.00 1.29 1.26
Diluted earnings per share after deduction (yuan / share) 1.00 1.29 1.26
Weighted average return on net assets 16.23%, 17.88%, 17.16%
Weighted average return on net assets after deduction: 11.14%, 12.27%, 11.78%
Assumption 3: the net profit in 2022 will increase by 50% compared with that in 20201
Profit attributable to shareholders of the parent company (10000 yuan) 309296146394424639442
Profit attributable to shareholders of the parent company after deduction of Non Profits (10000 yuan) 212262031839303183930
Basic earnings per share (yuan / share) 1.45 2.17 2.13
Diluted earnings per share (yuan / share) 1.45 2.17 2.13
Basic earnings per share after deduction (yuan / share) 1.00 1.49 1.46
Diluted earnings per share after deduction (yuan / share) 1.00 1.49 1.46
Weighted average return on net assets 16.23%, 20.35%, 19.54%
After deducting non weighted average return on net assets 11.14%, 13.97%, 13.41%
The basic earnings per share and the net earnings per share disclosed in the disclosure rules of the company are calculated in accordance with the provisions of Part 9 of the disclosure rules.
The company held the 2021 annual general meeting of shareholders on March 23, 2022 and decided to increase 6 shares from 10 shares to all shareholders with the capital reserve based on the total share capital of the company on December 31, 2021. The data of the company’s earnings per share in 2021 in the above table has been retroactively adjusted.
After the issuance of shares to specific objects is completed, it is expected that the company’s basic earnings per share and return on net assets may decline to a certain extent in the short term, resulting in the risk that the company’s immediate return will be diluted after the funds raised are in place. 2、 Special risk tips for diluting the immediate return of shares issued to specific objects this time
After the raised funds are in place, as the total share capital and net assets of the company will increase accordingly after the issuance, it will take a certain time for the raised funds to generate operating benefits. When the total share capital and net assets increase, the indicators such as earnings per share and weighted average return on net assets will decline to a certain extent, and there is a risk that the immediate return of shareholders will be diluted.
In particular, investors are reminded to invest rationally and pay attention to the risk that the issuance of shares to specific objects may dilute the immediate return. At the same time, in the process of calculating the dilution impact of this issuance on the immediate return, the specific measures to fill the return formulated to deal with the risk of dilution of the immediate return do not guarantee the company’s future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors. 3、 Necessity and rationality of issuing shares to specific objects
(I) necessity of raising funds
With the expansion of the company’s business scale and the implementation of the company’s development strategy, the company’s capital demand is gradually increasing. The issuance of shares to specific objects to raise funds will effectively enhance the liquidity level in the development process of the company, provide financial support for the business development of the company, and help the company enhance its capital strength, improve its anti risk ability and further enhance its core competitiveness.
(II) rationality of the raised funds
1. The use of the funds raised in this offering complies with the provisions of laws and regulations
The funds raised from the issuance of shares to specific objects to supplement working capital comply with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version), and are feasible.
2. The issuer’s governance is standardized and internal control is perfect
The company has established a modern enterprise system with the corporate governance structure as the core, and formed a more standardized corporate governance system and a perfect internal control environment through continuous improvement and perfection. In terms of the management of raised funds, the company has established the measures for the management of raised funds in accordance with the regulatory requirements, which clearly stipulates the storage, use, investment direction change, inspection and supervision of raised funds. After the funds raised in this offering are in place, the board of directors of the company will continue to supervise the company’s storage and use of the raised funds, so as to ensure the reasonable and standardized use of the raised funds and prevent the risk of illegal use of the raised funds. 4、 The relationship between the project invested by the raised funds and the existing business of the company, as well as the reserves of the company in terms of personnel, technology, market, etc
After deducting the issuance expenses, all the funds raised in this issuance are intended to be used to supplement the working capital. The completion of this issuance is conducive to consolidating the company’s control, providing more liquidity support for the company’s business development and the implementation of the company’s strategic layout.
After issuing shares to specific objects this time, the company will continue to consolidate and develop its existing business, without involving reserves in personnel, technology, market, etc. 5、 Measures taken by the company to dilute the immediate return of this offering
In order to protect the interests of investors, ensure the effective use of the company’s raised funds, prevent the risk of dilution of immediate return and improve the ability to return to the company’s shareholders, the company plans to take the following measures:
(I) strengthen the management of raised funds and ensure the standardized use of raised funds
The company has
