Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-009 Hongbo Co.Ltd(002229)
Regarding the non-public offering of a shares, the dilutive immediate return shall be filled
Announcement of commitments of relevant entities
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.
Important:
● after the funds raised from the non-public offering of A-Shares are in place, the total share capital and net assets of the company will increase to a certain extent, and it will take a certain period of time for the use of the raised funds to generate benefits. Therefore, in the short term, it may lead to a certain decline in the company's earnings per share and other indicators, that is, there is a risk that the immediate return of the company after the non-public offering of A-Shares will be diluted. Please pay attention to investors and invest rationally.
● the hypothetical analysis of the company's operating data in this announcement does not constitute the company's profit forecast. The company's formulation of filling return measures does not guarantee the company's future profits. Please pay attention to it.
● the number of shares and the completion time of this non-public offering in this announcement are estimates and assumptions. The final number of shares approved by the CSRC and actually issued and the completion time of the offering shall prevail. Please pay attention to it.
The 30th meeting of the 5th board of directors of Hongbo Co.Ltd(002229) (hereinafter referred to as "the company") deliberated and adopted relevant proposals on the company's non-public offering of a shares, which need to be deliberated by the general meeting of shareholders and approved by the CSRC. 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), several opinions of the State Council on further promoting the healthy development of the capital market (GBF [2014] No. 17) According to the guidance 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 interests of small and medium-sized investors, the company has carefully analyzed the impact of the diluted immediate return of non-public offering of A shares on the company's main financial indicators.
1、 The impact of diluted immediate return of non-public offering of A-Shares on the company's main financial indicators
(I) assumptions for the calculation of financial indicators
1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industrial development and product market;
2. Assuming that the non-public offering plan will be implemented by the end of June 2022, the final completion time shall be subject to the actual completion time after being approved by the CSRC;
3. It is assumed that the number of shares in this non-public offering is 568181. The above number of shares issued is only an estimated value, which is only used to calculate the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, and does not represent the final number of shares issued. The actual number of shares in this non-public offering is finally determined by the approval of the regulatory authorities, the actual issuance and the issuance expenses;
4. The impact on the company's production and operation and financial status (such as operating income, financial expenses and investment income) after the funds raised from this issuance are in place;
5. When predicting the total share capital of the company, based on the total share capital of 498344263 shares as of the date of announcement of this plan, only the impact of this non-public offering of A-Shares is considered, and the changes in share capital caused by other adjustments are not considered; As of the date of announcement of this plan, the number of treasury shares repurchased by the company is 5155550 shares. The board of directors of the company has considered to be used for equity incentive, without considering the impact of this part of treasury shares;
6. According to the third quarter report of 2021 disclosed by the company, the net profit attributable to the shareholders of the parent company from January to September 2021 was 10.066 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was -4879200 yuan. It is assumed that the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2021 is 4 / 3 times of the data disclosed in the third quarter report of 2021. It is assumed that the net profit attributable to the owners of the parent company before and after deducting non recurring profits and losses in 2022 will be reduced by 10%, flat and increased by 10% on the basis of 2021. (this data is only used to calculate the impact of this issuance on the company and does not represent the actual operation of the company).
7. When predicting the net assets of the company in 2022, the impact of other factors on the net assets other than net profit, capital reserve converted into share capital and cash dividends is not considered; When predicting the net assets of the company after this non-public offering, the impact of other factors other than the raised funds and net profits on the net assets was not considered.
The above assumptions are only to test the impact of the diluted immediate return of this offering on the company's main financial indicators, and do not represent the company's judgment on the operation and trend in 2022, nor do they constitute the company's performance and profit forecast in 2022. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation, The final data of profitability and owner's equity shall be subject to the amount audited by the accounting firm.
(II) analysis on the impact of diluted immediate return on main financial indicators
Based on the above conditions and assumptions, the company calculated the impact of the diluted immediate return of this non-public offering on the company's main financial indicators, and the specific analysis is as follows:
Project 2021.12.31 2022.12.31/2022
/Before and after issuance in 2021
Total share capital (10000 shares) 49834.43 49834.43 55516.24
The number of shares issued this time (10000 shares) is 5681.82
It is estimated that the issuance will be completed by the end of June 2022
Assumption (1): the net profit before and after deducting non recurring profits and losses attributable to the shareholders of the parent company in 2022 decreased by 10% compared with 2021
The net profit attributable to the shareholders of the listed company in the current period is 141413.1272.72 (RMB 12727200)
Net profit attributable to shareholders of the company in Shanghai after deducting non recurring profits and losses in the current period (10000 yuan)
Basic earnings per share (yuan) 0.0284 0.0255 0.0229
Diluted earnings per share (yuan) 0.0284 0.0255 0.0229
Basic earnings per share after deducting non recurring profits and losses -0.0131 -0.0117 -0.0105 (yuan)
Diluted earnings per share after deducting non recurring profits and losses -0.0131 -0.0117 -0.0105 (yuan) (2): the net profit before and after deducting non recurring profits and losses attributable to the shareholders of the parent company in 2022 is the same as that in 2021
Net profit attributable to shareholders of the listed company in the current period is 1414141413 (RMB 14141413)
Net profit attributable to shareholders of the company in Shanghai after deducting non recurring profits and losses in the current period (10000 yuan)
Basic earnings per share (yuan) 0.0284 0.0284 0.0255
Diluted earnings per share (yuan) 0.0284 0.0284 0.0255
Basic earnings per share after deducting non recurring profits and losses -0.0131 -0.0131 -0.0117 (yuan)
Assumption of diluted earnings per share after deducting non recurring profits and losses -0.0131 -0.0131 -0.0117 (yuan) (3): the net profit before and after deducting non recurring profits and losses attributable to shareholders of the parent company in 2022 increased by 10% compared with 2021
Net profit attributable to shareholders of the listed company in the current period is 141413.155555 million yuan
Net profit attributable to shareholders of the company in Shanghai after deducting non recurring profits and losses in the current period (10000 yuan)
Basic earnings per share (yuan) 0.0284 0.0312 0.0280
Diluted earnings per share (yuan) 0.0284 0.0312 0.0280
Basic earnings per share after deducting non recurring profits and losses -0.0131 -0.0144 -0.0129 (yuan)
Diluted earnings per share after deducting non recurring profits and losses -0.0131 -0.0144 -0.0129 (yuan)
Note: earnings per share is calculated in accordance with the provisions of 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 (revised in 2010).
According to the above calculation, this non-public offering of A-Shares may lead to a decline in the company's earnings per share, that is, there is a risk of diluting the immediate return.
2、 Risk tips for diluted immediate return of this offering
The funds raised from this non-public offering will be used to supplement working capital and promote the development of the company's business. The use plan of the raised funds has been demonstrated in detail and is in line with the company's development plan. After the completion of this issuance, the total share capital of the company will increase, and it will take a certain time and process for the expansion of business scale to produce benefits. Therefore, the company is facing the risk of decline in earnings per share in the short term.
In particular, investors are reminded to invest rationally and pay attention to the risk that this non-public offering of shares may dilute the immediate return. At the same time, in the process of calculating the dilution impact of this issuance on the immediate return, the hypothetical analysis of the company's net profit attributable to the owner of the parent company in 2022 is not the company's profit forecast. The specific measures to fill in the return in response to the risk of dilution of the immediate return are not equal to ensuring 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 non-public offering of a shares
After the funds raised from the non-public offering of A-Shares are in place, they will be used to supplement the working capital, which will help to improve the company's financial strength and profitability, which is in line with the interests of the company and all shareholders. For the analysis of the necessity and rationality of this issuance, please refer to the company's announcement plan for non-public development of a shares.
4、 The relationship between the use of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market and so on
After deducting the issuance expenses, all the funds raised in this non-public offering will be used to supplement the working capital, further enhance the company's capital strength, optimize the asset structure, and provide reliable working capital guarantee for the company's future business development. So as to expand the business scale and improve the profitability of the company, without involving specific construction projects and reserves in personnel, technology, market, etc.
5、 Main measures taken by the company to dilute the immediate return of this non-public offering
In order to protect the interests of investors, ensure the effective use of the raised funds and effectively prevent the dilution of immediate return
The company has formulated the management measures for the use of raised funds in accordance with the provisions of the securities law, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock exchange and the articles of association. The board of directors of the company is responsible for establishing and improving the management system of the company's raised funds and ensuring the effective implementation of the system.
The company will store the raised funds in a special account in strict accordance with the provisions of the administrative measures for the use of raised funds, standardize the use and management, so as to ensure the rational and standardized use of the raised funds and reasonably prevent the use risks of the raised funds.
2. Continuously improve corporate governance and provide institutional guarantee for the development of the company
The company has established and improved the corporate governance structure, standardized operation, improved the independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and set up an efficient and capable organization and functional organization suitable for the production and operation of the company
