Securities code: 688133 securities abbreviation: Shanghai Titan Scientific Co.Ltd(688133) Announcement No.: 2022-010 Shanghai Titan Scientific Co.Ltd(688133)
Announcement on diluting the immediate return of issuing A-Shares to specific objects, filling measures taken by the company and commitments of relevant subjects (Revised Draft)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
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) 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) and other laws, regulations and normative documents of the CSRC, In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this issuance on the dilution of immediate return, and put forward relevant measures to fill the return. Relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the return. The details are as follows:
1、 Impact of the issuance of shares to specific objects on the company’s main financial indicators
The number of shares issued this time shall not exceed 10% (including 10%) of the total share capital of 76248960 shares of the listed company before the issuance to specific objects, that is, 7624896 shares, and the total amount of A-Shares issued to specific objects shall not exceed 1023345900 yuan. After the issuance to specific objects, the total share capital of the company will increase and the scale of net assets of the company will also increase. Due to the certain service cycle of some investment projects of raised funds issued to specific objects and the lag of economic benefits, the indicators such as earnings per share and weighted average return on net assets of the company in a short period will be diluted.
(I) main assumptions
The following assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute a profit forecast. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation.
1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industrial development and product market;
2. It is assumed that the number of shares issued to specific objects this time is 10% of the total share capital of the company before issuance, i.e. 7624896 shares (the final number of shares issued shall be subject to the actual number of shares issued after being registered by the CSRC). If the company has ex rights matters such as share distribution, conversion of capital reserve into share capital from the pricing benchmark date of issuing A-Shares to specific objects to the issuance date, or changes in the total share capital of the company due to share repurchase, employee equity incentive plan and other matters, the number of A-Shares issued to specific objects will be adjusted accordingly;
3. It is assumed that the company will complete the offering at the end of June 2022;
4. From January to September 2021, the unaudited net profit attributable to the shareholders of the parent company was 86.2378 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 80.1076 million yuan. It is assumed that the net profit attributable to the shareholders of the parent company in 2021 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the annualized data of the net profit from January to September 2021 (4 / 3 times of the data from January to September 2021) (this assumption does not represent the company’s judgment on the operation situation and trend in 2021 and does not constitute the company’s profit forecast). It is assumed that the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2022 will be calculated by 25%, 35% and 45% respectively on the basis of 2021;
5. The number of shares issued to specific objects, the amount of funds raised and the issuance time are only assumptions based on the calculation purpose, and the actual number of shares issued, the issuance result and the actual date shall prevail;
6. When calculating the number of ordinary shares issued, only the impact of this issuance on the total share capital is considered, and the changes in share capital caused by share repurchase and cancellation, conversion of reserve fund into share capital, etc. are not considered;
7. This calculation does not take into account the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received.
(II) calculation of the impact on the company’s main financial indicators
Based on the above assumptions, the impact of this issuance on the company’s main financial indicators is calculated as follows:
The total amount of funds raised this time (10000 yuan) is 102334.59
The number of shares issued to specific objects this time is 7624896
(shares)
Year 2021 / December 2021 year 2022 / December 31, 2022
Item 31
Before and after issuance
Total share capital at the end of the period (10000 shares) 7624.90 7624.90 8387.39
Hypothesis 1: 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 increased by 25% compared with 2021
Owner’s equity attributable to the parent company at the beginning of the period: 143802.42 15217458 (RMB 10000)
Net profit attributable to common shareholders (11498.37 million 14372.97 yuan)
Net profit attributable to shareholders of ordinary 10681.02 13351.27 shares after deducting non recurring profits and losses (10000 yuan)
Current cash dividend (10000 yuan) 3126.21 1600.00 1600.00
Increase in net assets issued to specific objects (10000-102334.59 yuan)
Owner’s equity attributable to the parent company at the end of the period: 15217458.16494755.26728214 yuan
Basic earnings per share (yuan / share) 1.51 1.89 1.71
After deducting non recurring profits and losses, the basic earnings per share are 1.40 1.75 1.59 yuan / share
Weighted average return on net assets: 7.77%, 9.06%, 6.85%
After deducting non recurring profits and losses, the weighted average net return on assets is 7.22%, 8.42% and 6.37%. Hypothesis 2: 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 are 35% higher than that in 2021
Owner’s equity attributable to the parent company at the beginning of the period: 143802.42 15217458 (RMB 10000)
Net profit attributable to common shareholders (RMB 11498.37 million and RMB 15522.80 million)
Net profit attributable to shareholders of 10681.02 14419.37 14419.37 ordinary shares after deducting non recurring profits and losses (RMB 10000)
Current cash dividend (10000 yuan) 3126.21 1600.00 1600.00
Increased net assets issued to specific objects (RMB 10000 – 102334.59)
Owner’s equity attributable to the parent company at the end of the period: 15217458.166097.39 268431980 yuan
Basic earnings per share (yuan / share) 1.51 2.04 1.85
After deducting non recurring profits and losses, the basic earnings per share are 1.40 1.89 1.72 yuan / share
Weighted average return on net assets 7.77%, 9.75%, 7.38%
After deducting non recurring profits and losses, the weighted average net return on assets is 7.22%, 9.06% and 6.86%. Hypothesis 3: 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 are 45% higher than that in 2021
Owner’s equity attributable to the parent company at the beginning of the period: 143802.42 15217458 (RMB 10000)
Net profit attributable to common shareholders (RMB 11498.37 16672.64)
Net profit attributable to shareholders of 10681.02 15487.47 22456.83 ordinary shares after deducting non recurring profits and losses (10000 yuan)
Current cash dividend (10000 yuan) 3126.21 1600.00 1600.00
Increased net assets issued to specific objects (RMB 10000 – 102334.59)
Owner’s equity attributable to the parent company at the end of the period: 15217458.16724722.26958181 million yuan
Basic earnings per share (yuan / share) 1.51 2.19 1.99
After deducting non recurring profits and losses, the basic earnings per share are 1.40 2.03 2.68 yuan / share
Weighted average return on net assets 7.77%, 10.44%, 7.91%
After deducting non recurring profits and losses, the weighted average return on assets is 7.22%, 9.70% and 7.34%. Note 1: the basic earnings per share and weighted return on net assets are calculated in accordance with the preparation 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.
Note 2: in order to compare the impact of the diluted immediate return of this issuance, the impact of cash dividends distributed to the holders of restricted shares expected to be unlocked in the future on the number of shares unlocked by restricted shares is not considered.
2、 Special risk tips on this issuance of diluted immediate return to specific objects
After the completion of the issuance to specific objects, the total share capital and net assets of the company will increase. In this case, if the company’s profit has not increased by a corresponding margin, the immediate return of the company in the year of the completion of the issuance to specific objects will be diluted. In addition, once the assumptions of the foregoing analysis or the company’s operating conditions change significantly, the possibility that the current issuance will lead to changes in the dilution of the immediate return cannot be ruled out.
Investors are specially reminded to invest rationally and pay attention to the risk that the issuance to specific objects may dilute the immediate return.
Meanwhile, in the process of calculating the dilution impact of the issuance of shares on the immediate return, the company’s hypothetical analysis of the net profit attributable to the owners of the listed company is not the company’s profit forecast. The specific measures to fill in the return to deal with the risk of dilution of the immediate return do not guarantee the company’s future profits, and investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision. Draw investors’ attention to investment risks.
3、 Necessity and rationality of issuing shares to specific objects
(I) meet the capital demand of the project invested by the raised funds and improve the profitability
In order to further enhance the company’s strategic reserve capacity, improve the R & D and manufacturing level of high-end products and maintain the stability of product supply, the company plans to raise funds through this issuance, mainly for “Titan”
