Securities code: 688560 securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022-014 Crown Advanced Material Co.Ltd(688560)
Announcement on diluting immediate return and filling measures for issuing A-Shares to specific objects and commitments of relevant subjects
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company” or ” Crown Advanced Material Co.Ltd(688560) “) held the 22nd Meeting of the third board of directors on January 25, 2022, deliberated and adopted relevant proposals on the company’s issuance of A-Shares to specific objects. 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) 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 issue of A-Shares to specific objects on the dilution of immediate return, and put forward specific measures to fill the diluted immediate return. The relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the diluted immediate return. The details are as follows:
1、 The impact of diluting the immediate return on the company’s main financial indicators by issuing shares to specific objects
(I) main assumptions and premises
The following assumptions are only used to calculate the impact of the diluted immediate return on the company’s main financial indicators, do not represent the judgment of the company’s future operation and trend, and do not constitute a profit forecast. The company shall not be liable for any loss caused by the investor’s investment decision.
1. Assuming that the issuance is completed in October 2022, the forecast time is only used to calculate the impact of the diluted immediate return of the issuance, and does not constitute a commitment to the actual completion time of the issuance. The final time is determined by the CSRC
2. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, securities industry, product market and the company’s business environment;
3. When predicting the total share capital of the company after the issuance, as of the announcement date of this plan, the total share capital of the company is 164087700 shares, and the impact of this issuance of shares to specific objects is considered, without considering the impact of other factors (such as capital reserve converted into share capital, equity incentive, share repurchase and cancellation, etc.) on the total share capital of the company;
4. It is assumed that the number of shares issued this time is 49226320 shares (the final number of shares issued is subject to the actual number of shares issued after the CSRC makes the decision to register). If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on from the pricing benchmark date of this issuance of shares to specific objects to the issuance date, the number of shares issued to specific objects will be adjusted accordingly;
5. Assuming that the total amount of funds raised from the issuance of shares to specific objects is 2 million yuan, regardless of the issuance expenses, the actual amount of funds raised from the issuance of shares to specific objects will be finally determined according to the approval of the regulatory authorities, the issuance and subscription conditions and the issuance expenses;
6. The owner’s equity attributable to the parent company at the end of September 2021 is 1380794800 yuan. It is assumed that the owner’s equity attributable to the parent company at the end of September 2021 is consistent with that at the end of September 2021. From January to September 2021, the net profit attributable to the owners of the parent company was 87.5068 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 67.1285 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 judgment of the company’s annual operation and trend in 2021, nor does it constitute a profit forecast). Assuming that 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 respectively 20% higher, flat and 20% lower than that in 2021; 7. The cash dividend amount of the company in 2020 is 32.8175 million yuan. It is assumed that the cash dividend amount in 2021 is consistent with that in 2020 and will be implemented in July of that year (this assumption is only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators, and the final completion time shall be subject to the deliberation and approval of the general meeting of shareholders and the actual completion time of implementation).
8. The impact on the company’s production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the arrival of the raised funds from this issuance;
9. When predicting the net assets of the company after issuance, the impact of other factors on net assets other than raised funds, net profit and profit distribution is not considered.
(II) impact on the company’s main financial indicators
Based on the above assumptions and premises, the company has calculated the impact of this issuance on the company’s current main financial indicators under different profit assumptions, as shown in the following table:
Comparison of the project in 2021 / before and after the issuance (2022 / December 31, 2022) before and after the issuance on December 31, 2021
Total share capital (shares) at the end of the period 164087736.00 164087736.00 213314056.00
Owner’s equity attributable to parent company 1380794760.02 at the end of 2021 (yuan)
The total amount of funds raised this time is 2 million yuan
The number of shares issued this time is 49226320 (shares). Scenario 1: the net profit attributable to shareholders of the parent company before and after deduction in 2022 increased by 20% compared with the previous year
Attributable to the owner of the parent company 116675679.45 140010815.34
Net profit (yuan) 140010815.34
After deducting non recurring profits and losses
89504630.13 107405556.16 107405556.16 net profit (yuan) attributable to the owner of the parent company at the end of the period
Owner’s equity (yuan): 1380794760.02 1487988028.16 3487988028.16
Basic earnings per share (yuan)/
Shares) 0.71 0.85 0.66
After deducting non recurring profit and loss
Earnings per share of the company (yuan / share) 0.55 0.65 0.50
Weighted average return on net assets
Rate (%) 8.51 9.74 7.91
After deducting non recurring profit and loss
Weighted average return on net assets 6.53 7.47 6.07 (%). Scenario 2: the net profit attributable to shareholders of the parent company before and after non deduction in 2022 is the same as that of the previous year
Attributable to the owner of the parent company 116675679.45
Net profit of (yuan) 116675679.45
After deducting non recurring profits and losses
89504630.13 89504630.13 89504630.13 89504630.13 net profit (yuan) belonging to the owner of the parent company at the end of the period
Owner’s equity (yuan): 1380794760.02 1464652892.27 3464652892.27
Basic earnings per share (yuan)/
Shares) 0.71 0.71 0.55
After deducting non recurring profit and loss
Earnings per share of the company (yuan / share) 0.55 0.55 0.42
Comparison of the project in 2021 / before and after the issuance (2022 / December 31, 2022) before and after the issuance on December 31, 2021
Weighted average return on net assets
Rate (%) 8.51 8.19 6.63
After deducting non recurring profit and loss
Weighted average return on net assets 6.53 6.28 5.09 (%). Scenario 3: the net profit attributable to shareholders of the parent company before and after deduction in 2022 decreased by 20% compared with the previous year
Attributable to the owner of the parent company 116675679.45 93340543.56
Net profit of RMB 93340543.56
After deducting non recurring profits and losses
89504630.13 71603704.11 71603704.11 net profit (yuan) attributable to the owner of the parent company at the end of the period
Owner’s equity (yuan): 1380794760.02 1441317756.38 3441317756.38
Basic earnings per share (yuan)/
Shares) 0.71 0.57 0.44
After deducting non recurring profit and loss
Earnings per share of the company (yuan / share) 0.55 0.44 0.34
Weighted average return on net assets
Rate (%) 8.51 6.60 5.34
After deducting non recurring profits and losses
Weighted average return on net assets 6.53 5.06 4.10 (%)
According to the above assumptions, the company’s earnings per share and return on net assets may decline compared with that before the issuance in the year when the funds raised from the issuance of shares to specific objects are in place. Therefore, this issuance has a certain dilution impact on the company’s spot earnings.
2、 The risk of diluting the immediate return by issuing shares to specific objects indicates that the total share capital and net assets of the company will increase accordingly after the raised funds are in place. However, it takes a certain period for the use of raised funds to generate benefits. Under the condition of the increase of the company’s total share capital and net assets, if the company’s future business scale and net profit fail to increase by a corresponding range, it is expected that the company’s earnings per share and weighted average return on net assets and other indicators will decline by a certain range in the short term, After the raised funds are in place, there is a risk that the immediate return of shareholders will be diluted. Investors are specially reminded to pay attention to the investment risk.
3、 Necessity and rationality of the funds raised in this offering
The investment project of the raised funds will help the company further optimize its business structure, expand its business scale, and enhance its core competitiveness and profitability. The investment project of the raised funds conforms to relevant national industrial policies, industry development trends and the company’s own development strategy, has good market prospects and economic benefits, and is in line with the interests of the company and all shareholders of the company. For the necessity and rationality of raising funds by issuing shares to specific objects, see “section II feasibility analysis of the board of directors on the use of the raised funds” in this 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
As an enterprise specializing in the R & D, production and sales of new composite membrane materials, the company has main businesses and product packages
