Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022059
Bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Announcement on diluting the immediate return of non-public offering of shares, taking filling measures and commitments of relevant subjects
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) According to the 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, according to the non-public offering plan, Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as "the company") has analyzed the impact of this issue on the dilution of immediate return and put forward specific measures to fill in the return. Relevant subjects have made a commitment to the practical implementation of the company's measures to fill in the return. The company hereby announces the diluted immediate return and relevant filling measures of this offering as follows:
1、 Impact of diluted immediate return of this non-public offering on the company's main financial indicators
(I) assumptions of diluted immediate return analysis of this offering
1. Assume that there are no significant adverse changes in the macroeconomic environment and market conditions;
2. Assuming that the non-public offering is completed in November 2022, the completion time is only a hypothetical estimate and does not constitute a commitment to the actual completion time. 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;
3. It is assumed that the amount of funds raised in this offering is 3 billion yuan;
4. When predicting the total share capital of the company, based on the total share capital of 325664142 shares before the non-public offering, only the impact of the non-public offering is considered, and the changes in share capital caused by other factors are not considered;
5. Assuming that the number of shares in this non-public offering is 45289855 shares (no more than 30% of the total share capital before this non-public offering, including this number), the number of shares issued is only an assumption, and the final number of shares approved by the CSRC and actually issued shall prevail;
6. The net profit attributable to the owner of the parent company before and after deducting non recurring profit and loss in 2021 is 55822084005 yuan and 53960282987 yuan respectively. It is assumed that the net profit attributable to the owner of the parent company before and after deducting non recurring profit and loss in 2022 is calculated according to the performance increase of - 30%, 0% and 50% respectively on the basis of 2021. The above assumption does not constitute a profit forecast;
7. It is assumed that the impact on the company's production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the funds raised by this issuance are received will not be considered;
8. The company's profit distribution and share capital conversion plan in 2021 is as follows: the company will distribute cash dividends of RMB 1.00 (including tax) to all shareholders for every 10 shares based on the total share capital of the company on the date of equity distribution registration in 2021. It is assumed that the profit distribution will be completed in June 2022. This assumption is only used to calculate the impact of the diluted immediate return of the non-public offering of shares on the main financial indicators, and does not represent the company's commitment to the time of cash dividend in 2022;
9. It is assumed that the owner's equity attributable to the parent company on December 31, 2022 = the owner's equity attributable to the parent company at the beginning of 2022 + the net profit attributable to the parent company in 2022 - the amount of cash dividends in the current period + the owner's equity increased by the non-public offering of shares.
The above assumptions are only to calculate the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, and do not represent the company's judgment on the profitability of 2022, nor the company's judgment on the operation and trend of 2022. The company shall not be liable for any loss caused by the investor's investment decision.
(II) impact on the company's main financial indicators
Based on the above assumptions, the impact of the diluted immediate return of this non-public offering on the company's main financial indicators is as follows:
Project year 2021 / year 2021 / year 2022 / December 31, 2022
No non-public offering was considered on December 31
Total share capital of 9537097 shares (41325572)
Cash dividend (yuan) 161247549032566414203256641400 twenty
It is assumed that the net profit in 2022 is the same as that in 2021
Project year 2021 / year 2021 / year 2022 / December 31, 2022
No non-public offering was considered on December 31
Non recurring profits and losses attributable to shareholders of listed companies
Net profit (yuan) 539602829875396028298753960282987
Net assets attributable to shareholders of the listed company at the beginning of the period (yuan) 316610569729407046817888407046817888
Net assets attributable to shareholders of the listed company at the end of the period (yuan) 407046817888459612260473759612260473
Basic earnings per share excluding non recurring profit and loss (yuan / share) 1.71 1.66 1.64
Diluted earnings per share excluding non recurring gains and losses (yuan / share) 1.49 1.66 1.64
Weighted average net asset income after deducting non recurring profit and loss
The rate was 14.93%, 12.48% and 11.9% 80%
It is assumed that the net profit in 2022 will decrease by 30% compared with that in 2021
Non recurring profits and losses attributable to shareholders of listed companies
Net profit (yuan) 539602829873777219809137772198091
Net assets attributable to shareholders of the listed company at the beginning of the period (yuan) 316610569729407046817888407046817888
Net assets attributable to shareholders of the listed company at the end of the period (yuan) 407046817888442865635272742865635272
Basic earnings per share excluding non recurring profit and loss (yuan / share) 1.71 1.16 1.15
Diluted earnings per share excluding non recurring gains and losses (yuan / share) 1.49 1.16 1.15
Weighted average net asset income after deducting non recurring profit and loss
Rate 14.93%, 8.90%, 8.41%
It is assumed that the net profit in 2022 will increase by 50% compared with that in 2021
Non recurring profits and losses attributable to shareholders of listed companies
Net profit (yuan) 539602829878094042448180940424481
Net assets attributable to shareholders of the listed company at the beginning of the period (yuan) 316610569729407046817888407046817888
Net assets attributable to shareholders of the listed company at the end of the period (yuan): 407046817888487523302476787523302476
Basic earnings per share excluding non recurring gains and losses (yuan / share) 1.71 2.49 2.46
Diluted earnings per share excluding non recurring gains and losses (yuan / share) 1.49 2.49 2.46
Weighted average net asset income after deducting non recurring profit and loss
Rate 14.93%, 18.15%, 17.19%
Note 1: for the calculation of basic earnings per share and diluted earnings per share, the company shall calculate in accordance with the requirements of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring formulated by China Securities Regulatory Commission and 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.
Note 2: the above assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the company's main financial indicators, and do not represent the company's view on profitability or judgment on operation and trend.
2、 Risk tips on diluted immediate return of this non-public offering
After this non-public offering of shares, with the funds raised in place, the company's share capital and net assets will increase accordingly, which may lead to a certain decline in the company's earnings per share, return on net assets and other indicators in the short term, and there is a risk that the shareholders' immediate return will be diluted. Investors are hereby reminded to pay attention to the risk that this offering may dilute the immediate return.
3、 Necessity and rationality of the funds raised in this offering
The total amount of funds raised from this non-public offering of shares does not exceed 300 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised is planned to be invested in the following projects:
Unit: 10000 yuan
No. project name total investment proposed to use raised funds
1 Chunpeng lithium project with an annual output of 35000 tons of high-purity lithium salt 100 China High-Speed Railway Technology Co.Ltd(000008) 100000
2. 2 million T / a construction project of bikita lithium mine in Zimbabwe 127338009800000
3. 1.2 million T / a reconstruction and expansion project of bikita lithium mine in Zimbabwe 36421003292000
4. Supplementary working capital 8808 Weichai Heavy Machinery Co.Ltd(000880) 8000
Total 351839 Jinzai Food Group Co.Ltd(003000) 0000
See the feasibility analysis report of Sinomine Resource Group Co.Ltd(002738) on the application of funds raised by non-public development banks in 2022 disclosed by the company on the same day for the necessity and rationality of this non-public offering.
4、 Reserves of the company in terms of personnel, technology, market, etc
