Securities code: 301040 securities abbreviation: Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) Announcement No.: 2022-007 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040)
Announcement on diluting the immediate return and filling measures by issuing convertible corporate bonds to unspecified objects and the commitment of relevant subjects to earnestly fulfill the filling return measures
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:
The following analysis and description of the main financial indicators of Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) (hereinafter referred to as ” Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) ” or “the company”) after issuing convertible corporate bonds (hereinafter referred to as “convertible bonds”) to unspecified objects do not constitute the profit forecast of the company, and investors should not make investment decisions only based on such analysis and description, The company shall not be liable for any loss caused by the investor’s investment decision.
The company plans to issue convertible bonds to unspecified 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) The relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), In order to protect the interests of small and medium-sized investors, the company analyzed the impact of the issuance on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects made commitments to the practical implementation of the company’s measures to fill the return. The details are as follows: first, the impact of the issuance of convertible corporate bonds to unspecified objects on the dilution of immediate return on the company’s main financial indicators
(I) main assumptions of financial calculation
The following assumptions are only used to calculate the impact of diluting the immediate return of convertible corporate bonds issued to unspecified objects on the company’s main financial indicators. It also does not represent the judgment of the company’s operating trend and profit forecast in 2021. Investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor’s investment decision.
1. It is assumed that the macroeconomic environment, industry development trend and the company’s operation have not changed significantly; 2. It is assumed that the issuance plan of convertible corporate bonds will be completed before the end of May 2022, and that all convertible bonds have been converted into shares as of November 30, 2022 and all convertible bonds have not been converted into shares as of December 31, 2022. This time is only used to calculate the impact of the amortization spot return of this convertible bond issuance on the main financial indicators, and the final time shall be subject to the actual completion time of the issuance after the issuance and listing of Shenzhen stock exchange is approved and reported to the CSRC for approval and registration;
3. It is assumed that the total amount of funds raised from this issuance of convertible bonds is RMB 360 million, regardless of the impact of issuance expenses. The actual amount of funds raised from the issuance of convertible bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. It is assumed that the conversion price of this convertible corporate bond is 37.38 yuan / share (i.e. the higher of the average trading price of the company’s A-Shares on the 20 trading days before February 8, 2022 and the average trading price of the company’s A-Shares on the previous trading day). The conversion price is only used to calculate the impact of the diluted immediate return on the main financial indicators. The final initial conversion price shall be determined by the board of directors according to the authorization of the general meeting of shareholders and according to the market conditions before the issuance;
5. According to the performance forecast of the company in 2021, the net profit attributable to the shareholders of the listed company in 2021 is 72 million yuan – 82 million yuan, with an average value of 77 million yuan; After deducting non recurring profits and losses, the net profit attributable to the shareholders of the listed company is 65.5 million yuan – 75.5 million yuan, with an average value of 70.5 million yuan. It is assumed that the net profit attributable to the shareholders of the parent company before and after non deduction of the company in 2021 is the same as the average value of the above performance forecast. It is assumed 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 calculated according to the performance growth of 0%, 10% and 20% respectively on the basis of 2021. This hypothetical analysis does not constitute a profit forecast for the company, and investors should not make investment decisions accordingly; 6. It is assumed that the influence of future dividend factors will not be considered;
7. The impact of the bank interest generated before the raised funds are utilized and the impact of the interest expense of this convertible bond are not considered;
8. The impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds from this issuance;
9. 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.
(II) impact on main financial indicators
Based on the above assumptions, the company calculated the impact of this issuance on the company’s main financial indicators as follows:
Year 2021 / year 2021 / year 2022 / December 31, 2022 project year December 31, 2022 December 31, 2022 November 30, 2022 all shares not converted, all shares converted
Total share capital of common stock (10000 shares) 10000.00 10963.01
1、 It is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the same as that of the previous year
Net profit attributable to common shareholders of the parent company 7700.00 7700.00 7700.00 (yuan)
Net profit attributable to 7050.00 7050.00 7050.00 common shareholders of the parent company after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 0.90 0.77 0.76
Diluted earnings per share (yuan / share) 0.90 0.73 0.76
After deducting non recurring gains and losses, the basic earnings per share is 0.83 0.71 0.70 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.83 0.67 0.70 yuan / share II. It is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increased by 10% compared with the previous year
Net profit attributable to common shareholders of the parent company 7700.00 8470.00 8470.00 (yuan)
Net profit attributable to 7050.00 7755.00 7755.00 ordinary shareholders of the parent company after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 0.90 0.85 0.84
Diluted earnings per share (yuan / share) 0.90 0.80 0.84
After deducting non recurring gains and losses, the basic earnings per share is 0.83 0.78 0.77 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.83 0.73 0.77 yuan / share III. It is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increased by 20% compared with the previous year
Net profit attributable to common shareholders of the parent company 7700.00 9240.00 9240.00 (yuan)
Year 2021 / year 2021 / December 31, 2022
December 31, 2022 December 31, 2022 November 30, 2022 all non convertible shares, all convertible shares
Net profit attributable to 7050.00 8460.00 8460.00 common shareholders of the parent company after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 0.90 0.92 0.92
Diluted earnings per share (yuan / share) 0.90 0.87 0.92
After deducting non recurring profit and loss, the basic earnings per share is 0.83 0.85 0.84 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses: 0.83 0.80 0.84 (yuan / share)
Note: the basic earnings per share and diluted earnings per share are 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 (revised in 2010).
2、 Special risk tips for diluting the immediate return of convertible bonds issued to unspecified objects this time
After the issuance of convertible bonds and before the conversion, the company shall pay interest on the convertible bonds that have not been converted into shares according to the pre agreed coupon rate. Since the coupon rate of convertible bonds is generally low, under normal circumstances, the profit growth brought by the company’s use of the funds raised by the issuance of convertible bonds will exceed the bond interest to be paid by the convertible bonds, and the basic earnings per share will not be diluted. In extreme cases, if the profit growth brought by the company’s use of the funds raised from the issuance of convertible bonds cannot cover the bond interest to be paid by the convertible bonds, the company’s after tax profit will face the risk of decline and the immediate return of the company’s common shareholders will be diluted.
After some or all of the convertible bonds held by investors are converted into shares, the total share capital of the company will increase accordingly, which will have a certain dilution effect on the shareholding proportion of the original shareholders, the return on net assets and the earnings per share of the company.
In addition, the convertible bonds issued this time have a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in an increase in the total amount of capital stock added due to the conversion of convertible bonds into shares, so as to expand the potential dilution effect of the conversion of convertible bonds into shares on the original ordinary shareholders of the company. 3、 Necessity and rationality of this issuance
The investment projects raised by issuing convertible corporate bonds to unspecified objects have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company’s core competitiveness and enhancing the company’s sustainable development ability, For detailed analysis, please refer to the feasibility analysis report on the use of funds raised by Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) issuing convertible corporate bonds to unspecified objects published on the website of Shenzhen Stock Exchange on the same day.
4、 The relationship between the investment of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) relationship between the project invested with raised funds and the company’s existing business
The company has been deeply engaged in the forging industry for many years. In terms of forging, heat treatment, machining, testing and other production links, the company has accumulated rich manufacturing experience and technological advantages, and has the production capacity of large-scale, special-shaped, high-end and large-scale industrial metal forgings. The fund-raising projects “high-end ring forging production line expansion project” and “high-temperature alloy key parts heat treatment intelligent production line project” aim to rely on the existing R & D advantages, production scale advantages and market advantages to realize the high-end and intelligent upgrading of the production line, so as to further optimize the product structure, improve the added value of products and constantly broaden new profit growth points, Firmly grasp the opportunity of reform and development of forging industry to realize the rapid development of the company.
In conclusion, the investment project of the raised funds is closely centered on the company’s main business, in line with relevant national industrial policies and the company’s overall strategic development direction in the future, and has good market development prospects and economic benefits. The implementation of the project will help to improve the company’s business model, enrich the company’s product types, and improve the company’s market position and competitiveness. This issuance will not lead to changes in the company’s main business.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
The company has been deeply engaged in the forging industry for many years, in forging, heat treatment, machining and testing
