Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Announcement No.: 2022-004 Guangdong Delian Group Co.Ltd(002666)
Announcement on risk tips, filling measures and commitments of relevant subjects of the company's non-public offering of A-Shares to dilute the immediate return
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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) and other regulations require that in order to protect the interests of small and medium-sized investors, Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as "the company") has analyzed the impact of this issuance on the dilution of immediate return and put forward specific measures to fill the return, and the 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 diluted immediate return on the company's main financial indicators
(I) main assumptions and explanations of financial calculation
1. It is assumed that there are no major adverse changes in the macroeconomic environment and securities market, and there are no major adverse changes in the company's industrial policies and business environment;
2. It is assumed that the non-public offering will be completed in September 2022. The completion time is only used to calculate the impact of the spot return of the non-public offering of shares on the main financial indicators, and does not constitute a judgment on the actual completion time of the offering. Finally, the actual completion time of the offering after the approval of the CSRC shall prevail;
3. The maximum amount of funds raised by this non-public offering of shares is 1 billion yuan (including this number), and the maximum number of shares issued is 226298780 shares (including this number). Assuming that the actual number of shares issued reaches the upper limit of the issuance, this assumption is only used to calculate the impact of this issuance on the company's earnings per share, and does not represent the company's judgment on the actual number of shares issued this time. In the end, the actual number of shares issued shall prevail;
4. It is assumed that the net profit attributable to the owners of the parent company before and after deduction in 2021 will maintain the same growth rate as that of the third quarter of 2021, i.e. a year-on-year increase of 37.21% and 37.46% respectively; In 2021, the net profit attributable to the shareholders of the listed company was 319.2978 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 289.5802 million yuan. The net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are assumed to be the following two cases: (1) the same in 2022 and 2021; (2) 2022 is 20% higher than that in 2021.
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. It is assumed that except for this issuance, the company will not carry out other behaviors that will affect or potentially affect the total share capital of the company;
The above assumptions are only to calculate the impact of this issuance on the company's immediate return, do not represent the judgment of the company's operation and trend, and do not constitute a profit forecast. 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.
(II) impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of this issuance on the earnings per share index in 2022, as follows:
Project year 2021 / year 2022 / December 31, 2022
Before and after the issuance on December 31, 2021
Total share capital (shares) 754329268 754329268 980628048
Scenario 1: the net profit attributable to the owners of the parent company before and after deducting non profits in 2022 is the same as that in 2021
Net profit attributable to shareholders of the parent company 319297791.34 319297791.34 profit (yuan) after deducting non recurring profits and losses
Net profit to shareholders of the parent company 289580176.11 289580176.11 289580176.11 (yuan)
Basic earnings per share (yuan / share) 0.42 0.42 0.39
Diluted earnings per share (yuan / share) 0.42 0.42 0.39
After deducting non recurring profit and loss, the basic earnings per share is 0.38 0.38 0.36 (yuan / share)
Diluted 0.38 0.38 0.36 earnings per share (yuan / share) after deducting non recurring profits and losses scenario 2: the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 increased by 20% compared with that in 2021, and the net profit attributable to the shareholders of the parent company
Run (yuan) 319297791.34 383157349.60 383157349.60
Project year 2021 / year 2022 / December 31, 2022
Before and after the issuance on December 31, 2021
Attributable after deducting non recurring profits and losses
Net profit to shareholders of the parent company 289580176.11 347496211.33 347496211.33 (yuan)
Basic earnings per share (yuan / share) 0.42 0.51 0.47
Diluted earnings per share (yuan / share) 0.42 0.51 0.47
After deducting non recurring profit and loss, the basic earnings per share is 0.38 0.46 0.43 (yuan / share)
Diluted earnings per share of 0.38 0.46 0.43 after deducting non recurring profits and losses (yuan / share)
Note: (1) earnings per share shall be 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;
(2) Non recurring gains and losses are defined according to the non recurring gains and losses listed in the explanatory announcement on information disclosure of companies offering securities to the public No. 1 - non recurring gains and losses (CSRC announcement [2008] No. 43).
After the non-public offering of shares is completed and the raised funds are in place, the total share capital and net assets of the company will increase. Since it takes a certain time for this raised investment project to realize benefits from project implementation to operation, the company's earnings per share and earnings per share after deduction will decline to a certain extent in the short term, and there is a risk of diluting the immediate return in the short term.
2、 Special risk tips on diluted immediate return of this offering
After the completion of this non-public offering of shares and the funds raised are in place, the total share capital and net assets of the company will increase. Since it takes a certain time for this raised investment project to realize benefits from project implementation to operation, the company's earnings per share and earnings per share after deduction will decline to a certain extent in the short term, and there is a risk of diluting the immediate return in the short term. Please invest rationally and pay attention to investment risks.
In the process of calculating the dilution impact of this non-public offering on the immediate return, the hypothetical analysis of the net profit in 2022 is not the company's profit forecast. The specific measures to fill the return formulated to deal with the risk of dilution of the immediate return are not equal to guaranteeing 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 the attention of investors.
3、 Necessity and rationality of this issuance
The use of the funds raised by the company's non-public offering of shares has been strictly demonstrated by the company and is necessary and reasonable. For the specific analysis, see "section II feasibility analysis of the use of the raised funds" in the issuance plan. 4、 The relationship between the project invested by the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company's main business is the production and sales of automotive fine chemicals. Its products include antifreeze, brake fluid, adhesive, power steering oil, transmission oil, engine oil, fuel cleaning agent, film and other categories of automotive fine chemicals. The investment project of the raised funds focuses on the company's main business, aiming to expand the production capacity of new vehicle materials and adhesives, and accelerate the digital and intelligent transformation of production and manufacturing; Build a multi-level and multi regional R & D Center for new materials to improve the R & D and technological innovation capacity of adhesives, so as to better meet the market demand and provide supporting services for downstream main engine plants, so as to expand their own business scale and promote the company to continue to expand, strengthen and innovate the automotive fine chemicals business.
(II) the company's reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Talent reserve
The company strengthens the construction of team talents, establishes and improves an effective employee incentive system, improves the internal training and talent selection system, improves the professional level and working ability of enterprise managers, and creates a competitive talent echelon. In 2021, the human resources department of the company formulated the annual training plan according to the specific rules of the training management system of the group company, the needs of all departments of the company and the quality of employees, and implemented various specific training work according to the annual training plan, including pre job training for new employees, training on the company's corporate culture and rules and regulations, production safety training Quality assurance professional skill training, product basic knowledge training, production equipment use and maintenance, management economic and legal knowledge training, etc. At the same time, the company establishes an income distribution system suitable for the modern enterprise system, attracts excellent management talents, establishes and improves the incentive and restraint mechanism for managers, maintains the stability of the core management team, effectively mobilizes the enthusiasm and creativity of directors, supervisors and senior managers, and improves the operation and management level of the enterprise, Combine the interests of operators with the long-term interests of enterprises to promote the healthy, sustainable and stable development of enterprises.
2. Technical reserve
In the rapid development of more than 20 years, the company attaches great importance to the recruitment and training of professionals in chemical industry, materials and automation, and has gradually established a perfect R & D team in the research and development of automotive fine chemicals technology and the improvement of compounding process. Based on the introduction, digestion and absorption of foreign technology, the company continues to expand the localization scope and depth of foreign high-end products, and promote the localization preparation production and technology buyout production of more and more products on the basis of ensuring quality. At present, the company has more than 100 patents (including 29 invention patents). Its subsidiaries Changchun Delian Chemical Co., Ltd., Shanghai Delian Chemical Co., Ltd., Foshan Delian automotive products Co., Ltd. and Chengdu Delian automotive products Co., Ltd. have been recognized by high-tech enterprises, In addition, laboratories in Changchun and Foshan have obtained ISO / IEC17025 certification (national laboratory certification certificate), and Shanghai laboratory has obtained the certification of Shanghai Municipal Technology Center. In 2020, the company continued to promote the adhesive localization project in cooperation with DuPont and Dow, successfully completed the localization switching of several models, including glass adhesive and structural adhesive, reduced the production cost and import risk of adhesive products, and ensured the timely supply to automobile factories. To sum up, the company's R & D innovation mode combined with R & D and rich technical reserves have laid a good technical foundation for this raised investment project.
3. Market reserve
As a professional comprehensive supply and service platform in the field of automotive fine chemicals in China, the company has rich industry resources and service resources. It has obtained the technology and product authorization of many international chemical giants in the upstream and the first-class supplier qualification of many European and American departments, domestic independent brands and new energy vehicle factories in China in the downstream, This "bridge" of supporting upstream and downstream products and comprehensive services has become an important link in China's automotive fine chemicals industry chain. The company has established long-term strategic cooperative relations with BASF, DuPont, Dow, yafuton, Kemu chemical, SK lubricating oil of South Korea and other international chemical enterprises, and is the long-term and only partner of specific products in China. The fields of cooperation include authorization of preparation technology or distribution, procurement and production of raw materials, joint development of new products with automobile factories Jointly reduce costs and improve localization. The company cooperates with many international chemical enterprises to ensure rich supply of basic raw materials, meet different standards, prices and quality requirements of different automobile manufacturers, continuously improve market share and enhance profitability and anti risk ability. To sum up, the good development prospect of the automobile industry and the company's rich customer resources have laid a good market foundation for this raised investment project.
