Securities code: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) securities abbreviation: Shandong Hi-Speed Road&Bridge Co.Ltd(000498) Announcement No.: 202256 Shandong Hi-Speed Road&Bridge Co.Ltd(000498)
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 analysis and description of the main financial indicators of Shandong Hi-Speed Road&Bridge Co.Ltd(000498) (hereinafter referred to as “the company”, “the company”, “listed company” or ” Shandong Hi-Speed Road&Bridge Co.Ltd(000498) “) after the public offering of convertible corporate bonds (hereinafter referred to as “the offering”) do not constitute the profit forecast or commitment of the company. The formulation of filling return measures does not guarantee the future profits of the company, and investors should not rely solely on such analysis Describe the investment decision-making. If the investor makes an investment decision based on this and causes any loss, the company will not bear any responsibility and draw the attention of the majority of investors.
The company held the 23rd Meeting of the ninth board of directors and the 12th meeting of the ninth board of supervisors on July 5, 2021, and the sixth extraordinary general meeting of shareholders in 2021 on December 20, 2021, which deliberated and adopted the proposal on the company’s public issuance of convertible corporate bonds and other relevant proposals. At the 36th meeting of the ninth board of directors and the 20th meeting of the ninth board of supervisors held on May 23, 2022, the company deliberated and adopted the proposal on the measures to fill the diluted immediate return of the company’s public issuance of convertible corporate bonds and the commitments of relevant subjects (Revised Draft).
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 (GF [2014] No. 17) 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) of the CSRC According to the relevant requirements of the documents, the company analyzed the impact of the public issuance of convertible corporate bonds (hereinafter referred to as “the issuance”) on the dilution of the immediate return, put forward specific measures to fill the return, and the relevant subjects made a commitment to the practical implementation of the measures to be taken by the company to fill the return. The matters related to the diluted immediate return of the company’s issuance are described as follows:
1、 Impact of diluted immediate return on the company’s main financial indicators
（1） Main assumptions and preconditions
The company’s calculation of the main financial indicators in 2022 and 2023 is based on the following assumptions: 1. It is assumed that there will be no significant changes in the macroeconomic environment, industrial policies, development of the company’s industry and product market;
2. It is assumed that the issuance will be completed by the end of December 2022, and all shares will be converted as of June 30, 2023 As of December 31, 2023, all non convertible shares are calculated separately (the completion time is only used to calculate the impact of the issuance on the immediate return and does not constitute a commitment to the actual completion time. 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. Finally, the actual completion time after the issuance is approved by the CSRC shall prevail);
3. Assuming that the total amount of funds raised this time is 500 million yuan, the relevant issuance expenses will not be considered temporarily. The actual amount of funds raised from the public offering of convertible bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. The company’s net profit attributable to the owner of the parent company in 2021 was 2134918300 yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 1937818000 yuan. According to the actual situation of the company’s operation and the principle of prudence, the net profits before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 and 2023 are calculated according to the following three situations: (1) the same as that in the previous period; (2) An increase of 10% over the previous period; (3) An increase of 20% over the previous period. This assumption is only used to calculate the impact of the diluted immediate return of the convertible bond issuance on the main financial indicators, does not represent the company’s judgment on the business situation and trend in 2022 and 2023, nor does it constitute the company’s profit forecast;
5. The impact of this issuance on other production, operation and financial conditions of the company (such as financial expenses and investment income) is not considered;
6. Assuming that the conversion price of this convertible bond is 10.15 yuan / share, The price is the higher of the average trading price on the twenty trading days before the 36th meeting of the ninth board of directors (May 23, 2022) and the average trading price on the previous trading day (the conversion price is only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators. The final conversion price shall be determined by the board of directors of the company according to the issuance plan and market conditions before the issuance, and may be subject to ex rights, ex dividend adjustment or downward correction according to the authorization of the general meeting of shareholders);
7. When predicting the total share capital of the company after this issuance, the total share capital on December 31, 2021 is taken as the base, and the impact of other factors other than the number of shares issued this time on the total share capital of the company is not considered;
8. It is assumed that except for this issuance and the above matters, the company will not carry out other acts that will have an impact or potential impact on the total share capital of the company;
9. The impact of the bank interest generated before the raised funds are utilized and the impact of the interest expense of this convertible bond are not considered;
10. The above assumptions are only to calculate the impact of the diluted immediate return of the convertible bond issuance on the company’s main financial indicators, and do not represent the company’s commitment to the profitability and cash dividends in 2022 and 2023, nor the company’s judgment on the operation and trend in 2022 and 2023.
（2） Impact of diluted immediate return on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of diluted immediate return on earnings per share, as follows:
2021 / 2022 / 2023 / December 31, 2023
December 31, 2021, December 31, 2022, December 31, 2023, June 30, 2023
Total share capital (shares) 155806850 Guangdong Anjubao Digital Technology Co.Ltd(300155) 806850 Guangdong Anjubao Digital Technology Co.Ltd(300155) 8068503 Zhejiang Sanhua Intelligent Controls Co.Ltd(002050) 67934000
Hypothetical scenario (1): the net profit attributable to the shareholders of the parent company in 2022 and 2023 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the same as the previous year and belong to the parent company respectively
The net profit of shareholders is 213491832134918321349183 (RMB 2134918300), which is attributable to shareholders after deducting non recurring profits and losses
1937818019378180193781801937818019378180 net profit of shareholders of the parent company (10000 yuan) basic earnings per share
(yuan / share) 1.37 1.37 1.37 1.18
Diluted earnings per share
(yuan / share) 1.37 1.37 1.37 1.18
Deduction of non recurring
After profit and loss, non recurring income is basically deducted for every 1.24 1.24 1.24 1.07 share (yuan / share)
Hypothetical scenario (2): the net profit attributable to the shareholders of the parent company in 2022 and 2023 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses increased by 10% respectively compared with the previous year
The net profit of shareholders is 2134918323484101258325112583251100 yuan, which is attributable to shareholders after deducting non recurring profits and losses
19378180213159982344759823447598 net profit of shareholders of the parent company (10000 yuan) basic earnings per share
(yuan / share) 1.37 1.51 1.66 1.43
Diluted earnings per share
(yuan / share) 1.37 1.51 1.66 1.43
Deduction of non recurring
After profit or loss, non recurring income is basically deducted for every 1.24 1.37 1.50 1.30 shares (yuan / share)
Hypothetical scenario (3): the net profit attributable to the shareholders of the parent company in 2022 and 2023 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses increased by 20% respectively compared with the previous year
The net profit of shareholders is 21349183, 25619020, 30742824 and 30742824 (RMB 10000), which is attributable to shareholders after deducting non recurring profits and losses
19378180232538162790457927904579 net profit of shareholders of the parent company (10000 yuan) basic earnings per share
(yuan / share) 1.37 1.64 1.97 1.70
Diluted earnings per share
(yuan / share) 1.37 1.64 1.97 1.70
Deduction of non recurring
After profit and loss, the basic income per 1.24 1.49 1.79 1.55 shares (yuan / share)
Diluted earnings per share after deducting non recurring 1.24 1.49 1.79 1.55 profits and losses (yuan / share)
Note: 1. The above calculation does not take into account the impact on the company’s operation after the funds raised by this issuance are received.
2. Earnings per share is 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、 Special risk tips on diluted immediate return of this offering
After the issuance of convertible bonds, the total asset scale of the company will increase to a certain extent. After the raised funds are in place, the company will make rational and effective use of the raised funds to improve the company’s operation ability, so as to improve the company’s long-term profitability.
However, due to the impact of the national macro-economy and industry development, there is still some uncertainty about the company’s profitability in the short term. At the same time, due to the construction of the project with raised funds, the shareholder return during the construction period is mainly realized through the existing business.
After the issuance of convertible bonds and before the conversion, the company shall pay interest on the convertible bonds that have not been converted into shares according to the pre agreed coupon rate. Since the coupon rate of convertible bonds is generally low, under normal circumstances, the profit growth brought by the company’s use of the raised funds of convertible bonds will exceed the bond interest to be paid, and the basic earnings per share will not be diluted. In extreme cases, If the profit growth brought by the company’s use of the funds raised by convertible bonds cannot cover the bond interest to be paid, the company’s after tax profit will face the risk of decline and the immediate return of the company’s common shareholders will be diluted.
After some or all of the convertible bonds held by investors are converted into shares, the total share capital and net assets of the company will increase accordingly, which may have a certain dilution effect on the shareholding ratio of the original shareholders and the earnings per share of the company. Due to raising
