Securities code: 003009 securities abbreviation: Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) Announcement No.: 2022-004 Shaanxi Zhongtian Rocket Technology Co.Ltd(003009)
Announcement on risk tips of diluting immediate return by publicly issuing convertible corporate bonds, filling measures taken by the company 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.
Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) (hereinafter referred to as "the company" or " Shaanxi Zhongtian Rocket Technology Co.Ltd(003009) ") convened the 12th meeting of the third board of directors and the 10th meeting of the third board of supervisors on January 19, 2022, deliberated and adopted the proposal on the company's public issuance of convertible corporate bonds and related proposals, and submitted them to the general meeting of shareholders for deliberation.
According to the measures for the administration of securities issuance by listed companies and 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 relevant provisions of 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) issued by the CSRC, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has analyzed the impact of the public issuance of convertible corporate bonds on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects have made commitments to the practical implementation of the company's measures to fill the return. The details are as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(I) assumptions of diluted immediate return analysis of this offering
Based on the following assumptions, the company analyzes the impact of the diluted spot return of convertible bonds on the company's main financial indicators. Investors are reminded that the following assumptions do not constitute any prediction and commitment. If investors make investment decisions based on them and cause losses, the company will not be liable for compensation. The issuance plan and actual completion time of this public offering of convertible bonds shall be subject to the approval of the CSRC.
Specific assumptions are as follows:
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, product market conditions and the company's business environment;
2. It is assumed that the public offering of convertible corporate bonds will be completed by the end of December 2022, and it is assumed that all shares have been converted as of June 30, 2023 and all shares have not been converted as of December 31, 2023. The completion time of the above issuance plan and the completion time of share conversion are only estimates, and the final amount of issuance approved by the CSRC, the actual completion time of this issuance plan and the actual time of the convertible bond holder to complete the share conversion shall prevail;
3. The total amount of funds raised in this issuance is expected to be no more than RMB 495 million (in words: RMB 495 million only), regardless of the impact of issuance expenses and the impact on the company's production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds. The actual amount of funds raised from the issuance of convertible corporate bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. When predicting the total share capital of the company, based on the total share capital of 155392313 shares before the issuance, only the impact of the number of shares after the issuance and all share conversion on the share capital is considered, and the changes in the share capital caused by equity incentive and other factors are not considered;
5. Assuming that the conversion price of this convertible bond is 64.03 yuan / share, 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 through consultation with the sponsor (lead underwriter) according to the market conditions and the specific situation of the company before the issuance, and may be ex rights Ex dividend adjustment or downward correction;
6. It is assumed that the company's net profit attributable to the owner of the parent company in 2021 and after deducting non recurring profits and losses
The net profit attributable to the owner of the parent company is calculated annualized according to the performance data from January to September 2021; Assume company 2022
Net profit attributable to the owner of the parent company in and 2023 and net profit attributable to the parent company after deducting non recurring profits and losses
The annual growth rate corresponding to the net profit of the company's owners has three situations: (1) it is the same as that of the previous period; （2）
An increase of 5% over the previous period; (3) An increase of 10% over the previous period;
7. This calculation does not take into account the impact on the company's production, operation and financial status (e.g
Financial expenses, investment income, etc;
8. It is assumed that except for this issuance, the company will not implement other measures that will have an impact or potential impact on the total share capital of the company
The act of sounding;
9. The above assumptions are only used to calculate the impact of the diluted immediate return on the company's main financial indicators
The impact does not represent the company's judgment on the business situation and trend in 2021, 2022 and 2023,
Nor does it constitute a profit forecast. Investors should not make investment decisions based on this. Investors should make investment decisions based on this
In case of any loss, the company shall not be liable for compensation.
(II) impact on main financial indicators
Based on the above assumptions, the company calculated the impact of the diluted immediate return of convertible corporate bonds on the company
The impact of main financial indicators is as follows:
2021 2022 2023 / December 31, 2023
Project / December 31, 2021 / December 31, 2022 / December 31, 2023 / June 30, 2023
Total share capital (shares) 155392313 155392313 155392313 163123064
Hypothesis 1: the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 and 2023 remains unchanged on the basis of the corresponding financial data of the previous year
Net profit (yuan) attributable to the owner of the parent company 159436611.04 159436611.04 159436611.04 after deducting non recurring profits and losses
Net profit attributable to owner of parent company 141092199.45 141092199.45 141092199.45 141092199.45 (yuan)
Basic earnings per share (yuan / share) 1.03 1.03 1.03 1.00
Diluted earnings per share (yuan / share) 1.03 1.03 0.98 0.98
0.91 0.91 0.91 0.89 basic earnings per share after deducting non recurring profits and losses (yuan / share)
2021 2022 2023 / December 31, 2023
Project / December 31, 2021 / December 31, 2022 / December 31, 2023 / June 30, 2023
0.91 0.91 0.86 0.86 diluted earnings per share (yuan / share) after deducting non recurring profits and losses hypothesis 2: the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 and 2023 increased by 5% on the basis of the corresponding financial data of the previous year
Net profit attributable to the owner of the parent company 159436611.04 167408441.59 175778863.67 175778863.67 after deducting non recurring profits and losses
Net profit attributable to owner of parent company 141092199.45 148146809.43 155554149.90 155554149.90 (yuan)
Basic earnings per share (yuan / share) 1.03 1.08 1.13 1.10
Diluted earnings per share (yuan / share) 1.03 1.08 1.08 1.08
After deducting non recurring profit and loss, 0.91 0.95 1.00 0.98 basic earnings per share (yuan / share)
0.91 0.95 0.95 0.95 diluted earnings per share (yuan / share) after deducting non recurring profits and losses assumption 3: the net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 and 2023 increased by 10% based on the corresponding financial data of the previous year
Net profit attributable to the owner of the parent company 159436611.04 175380272.14 192918299.36 192918299.36 after deducting non recurring profits and losses
Net profit attributable to owner of parent company 141092199.45 155201419.40 170721561.34 170721561.34 (yuan)
Basic earnings per share (yuan / share) 1.03 1.13 1.24 1.21
Diluted earnings per share (yuan / share) 1.03 1.13 1.18 1.18
After deducting non recurring profit and loss, 0.91 1.00 1.10 1.07 basic earnings per share (yuan / share)
After deducting non recurring profit and loss, 0.91 1.00 1.05 1.05 diluted earnings per share (yuan / share)
Note 1: the above basic earnings per share and diluted earnings per share shall be prepared in accordance with the rules for 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).
Note 2: it is assumed that the company's 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
The net profit of the owners of the company is calculated based on the financial data of the first three quarters of 2021
