Securities code: 688133 securities abbreviation: Shanghai Titan Scientific Co.Ltd(688133) Announcement No.: 2022-005 Shanghai Titan Scientific Co.Ltd(688133)
Announcement of resolutions of the 20th meeting of the third board of directors
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.
1、 Convening of board meeting
Shanghai Titan Scientific Co.Ltd(688133) (hereinafter referred to as "the company" or " Shanghai Titan Scientific Co.Ltd(688133) ") convened the 20th meeting of the third board of directors of the company (hereinafter referred to as "the meeting") by means of on-site meeting and communication on January 20, 2022. The notice of this meeting will be notified to all directors by telephone on the evening of January 19, 2022. Due to the emergency, the convener explained, and all directors unanimously agreed to waive the notice time limit of this meeting. There are 9 directors who should attend the meeting and 9 directors who actually attend the meeting. The meeting is presided over by Mr. Xie Yingbo, chairman of the company, and other relevant personnel of the company attend the meeting as nonvoting delegates. The convening and convening of the meeting comply with the company law of the people's Republic of China and the Shanghai Titan Scientific Co.Ltd(688133) articles of Association (hereinafter referred to as the "articles of association") and other relevant provisions, and the resolutions formed by voting are legal and effective.
2、 Deliberations of the board meeting
The meeting was presided over by Mr. Xie Yingbo, chairman of the board. After voting by all directors, the following resolutions were formed:
(I) deliberated and passed the proposal on adjusting the company's plan to issue A-Shares to specific objects in 2021
The company's proposal on issuing A-Shares to specific objects in 2021 (hereinafter referred to as the "issuance plan") has been deliberated and adopted at the 12th meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2021 on July 5, 2021 and July 22, 2021 respectively. On December 30, 2021, the company held the 19th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the company's plan for issuing A-Shares to specific objects in 2021 and the proposal on the company's plan for issuing A-Shares to specific objects in 2021 (Revised Draft). In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the detailed rules for the implementation of securities issuance and underwriting of companies listed on the science and innovation board, and the authorization of the second extraordinary general meeting of shareholders in 2021, the board of directors of the company adjusted the issuance plan again in combination with the actual situation, The details are as follows:
Section V analysis of diluted immediate return of shares issued to specific objects
1、 Impact of diluted immediate return issued to specific objects on the company's main financial indicators
Before this revision:
……
(I) main assumptions
……
3. It is assumed that the company will complete the offering at the end of December 2021;
4. According to the 2020 annual report disclosed by the company, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2020 is 91.4786 million yuan. Based on the principle of prudence, it is assumed that the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2021 will be calculated by 25%, 35% and 45% respectively on the basis of 2020;
……
(II) impact on main indicators of the company
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 10233459
The number of shares issued to specific objects this time is 7624896
(shares)
Project 2020 / 2020 / 2021 / before and after issuance on December 31, 2021
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 2021 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 2020
Owner's rights attributable to the parent company at the beginning of the period: 56362.77 143802.42 143802.42 (10000 yuan)
Net profit attributable to common shareholders 10276.10 12845.13 (RMB 1284513)
Net profit attributable to common shareholders of pu9147.86 11434.83 after deducting non recurring profits and losses (10000 yuan)
Cash dividend of the current period (10000 yuan) - 3126.21
Net assets increased by issuing to specific objects -- 1023345900 yuan
At the end of the period, the owner's right attributable to the parent company was 143802.42 153521.34 255855.93 yuan (10000 yuan)
Basic earnings per share (yuan / share) 1.70 1.68 1.53
After deducting non recurring profits and losses, the basic earnings per share is 1.52 1.50 1.36 yuan / share
Weighted average return on net assets 13.82% 8.64% 8.64%
The weighted average return on net assets after deducting non recurring profits and losses is 12.30%, 7.69% and 7.69%. Hypothesis 2: the net profit attributable to the common shareholders of the listed company in 2021 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 2020
Owner's rights attributable to the parent company at the beginning of the period: 56362.77 143802.42 143802.42 (10000 yuan)
Net profit attributable to common shareholders: 10276.10 13872.74 yuan
Net profit attributable to shareholders of pu9147.86 12349.61 12349.61 after deducting non recurring profits and losses (10000 yuan)
Cash dividend of the current period (10000 yuan) - 3126.21
Net assets increased by issuing to specific objects -- 1023345900 yuan
At the end of the period, the owner's right attributable to the parent company was 143802.42, 154548.95 and 256883.54 yuan (10000 yuan)
Basic earnings per share (yuan / share) 1.70 1.82 1.65
After deducting non recurring profit and loss, the basic earnings per share is 1.52 1.62 1.47 yuan / share
Weighted average return on net assets 13.82% 9.30% 9.30%
The weighted average return on net assets after deducting non recurring profits and losses is 12.30%, 8.28% and 8.28%. Hypothesis 3: the net profit attributable to ordinary shareholders of listed companies realized by the company in 2021 and the net profit attributable to ordinary shareholders of listed companies after deducting non recurring profits and losses are 45% higher than that in 2020
Owner's rights attributable to the parent company at the beginning of the period: 56362.77 143802.42 143802.42 (10000 yuan)
Net profit attributable to common shareholders 10276.10 14900.35 (RMB 14903500)
Net profit attributable to common shareholders of pu9147.86 13264.40 19233.38 after deducting non recurring profits and losses (10000 yuan)
Cash dividend of the current period (10000 yuan) - 3126.21
Net assets increased by issuing to specific objects -- 1023345900 yuan
At the end of the period, the owner's right attributable to the parent company was 143802.42, 155576.56 and 25791115.15 yuan (10000 yuan)
Basic earnings per share (yuan / share) 1.70 1.95 1.78
After deducting non recurring profits and losses, the basic earnings per share is 1.52 1.74 2.29 yuan / share
Weighted average return on net assets 13.82%, 9.95%, 9.95%
After deducting non recurring profits and losses, the weighted average return on net assets is 12.30%, 8.86% and 8.86%. 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.
After this revision:
……
(I) main assumptions
……
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;
……
(II) impact on main indicators of the company
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 10233459
The number of shares issued to specific objects this time is 7624896
(shares)
Project 2021 / 2021 / 2022 / before and after issuance on December 31, 2022
Total share capital at the end of the period (10000 shares) 7624.90 7624.90 8387.39 hypothesis 1: the net profit attributable to ordinary shareholders of listed companies and net profit attributable to ordinary shareholders of listed companies after deducting non recurring profits and losses realized by the company in 2022 increased by 25% compared with 2021
Owner's rights attributable to the parent company at the beginning of the period 143802.42 152174.58 152174.58 (RMB 10000)
Net profit attributable to common shareholders: 11498.37 14372.97 yuan
Net profit attributable to general shareholders of Pu 10681.02 13351.27 after deducting non recurring profits and losses (10000 yuan)
Current cash dividend (10000 yuan) 3126.21 1600.00 1600.00
Net assets increased by issuing to specific objects -- 1023345900 yuan
Ending attribution
