Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Announcement No.: 2022-025 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
On the diluted immediate return of shares issued to specific objects and
Announcement of relevant filling measures
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In accordance with the relevant provisions of 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) issued by the general office of the State Council 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, The company analyzed the impact of the issuance of shares to specific objects on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects made a commitment to the practical implementation of the company's measures to fill the return, as follows:
1、 The impact of diluting the immediate return on the company's main financial indicators by issuing shares to specific objects
The number of shares issued to specific objects this time shall be determined according to the total amount of raised funds divided by the issuance price, and shall not exceed 30% of the total share capital before this issuance, and shall be subject to the approval document of the CSRC on this issuance. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed by the Shenzhen Stock Exchange and approved by the CSRC.
After the completion of this issuance, the total share capital of the company and the owner's equity attributable to the shareholders of the parent company will increase to a certain extent. Based on the above situation, according to the upper limit of the number of shares that can be issued this time, the company calculated the impact of the diluted immediate return of this issuance on the company's earnings per share index.
(I) main assumptions
1. The total share capital of the company before the issuance is based on 582880538 shares. Only the impact of this issuance of shares is considered, and other factors are not considered, resulting in the change of the total share capital of the company;
2. As of December 31, 2021, the total share capital of the company is 582880538 shares. Based on this calculation, the number of shares issued this time does not exceed 30% of the total share capital before this issuance, that is, 174864161 shares (the number of shares issued is only the maximum limit of the company, and the final number of shares issued is subject to the number of shares registered and actually issued by the CSRC);
3. It is assumed that the issuance of shares will be completed on June 30, 2022 (the completion time is only used to calculate the impact of the issuance on the immediate return, and the final time shall be subject to the actual completion time registered by the CSRC);
4. The net profit attributable to the shareholders of the listed company in 2021 was 910697200 yuan, and the net profit after deducting non recurring profits and losses attributable to the shareholders of the listed company in 2021 was 860070300 yuan. On this basis, the net profit of the company in 2022 is calculated according to the following three situations: ① the same as that in 2021; ② 20% more than 2021; ③ 30% more than 2021;
5. When predicting the earnings per share in 2022, only the impact of this issuance on the total share capital is considered; 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 is not considered;
6. It is assumed that there are no major adverse changes in the macroeconomic environment, the securities industry and the company's business environment. The above assumptions are only to calculate the impact of the diluted immediate return of this transaction on the company's main financial indicators, do not represent the company's judgment on the future 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 and in accordance with the relevant 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), the company calculated the impact of the issuance of shares to specific objects on the dilution of shareholders' immediate return. The specific main financial indicators are as follows:
Comparison between 2021 and 2022
Project / December 2021
31 days before and after issuance
Total share capital (shares) 582880538 757744699
Scenario 1: it is assumed that the net profit in 2022 is the same as that in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 91069.72 91069.72 91069.72
Net profit attributable to shareholders of listed company after deducting non recurring loss 86007.03 86007.03 86007.03 profit (10000 yuan)
Basic earnings per share (yuan / share) 1.59 1.56 1.36
Diluted earnings per share (yuan / share) 1.59 1.56 1.36
Basic earnings per share (yuan / share after deduction of Non Profits) 1.50 1.48 1.28
Diluted earnings per share (yuan / share after deduction of Non Profits) 1.50 1.48 1.28
Scenario 2: it is assumed that the net profit in 2022 will increase by 20% compared with that in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 91069.72 109283.67 109283.67
Net profit attributable to shareholders of listed companies after deducting non recurring losses of 86007.03 103208.44 103208.44 (10000 yuan)
Basic earnings per share (yuan / share) 1.59 1.87 1.63
Diluted earnings per share (yuan / share) 1.59 1.87 1.63
Basic earnings per share (yuan / share after deduction of Non Profits) 1.50 1.77 1.54
Diluted earnings per share (yuan / share after deduction of Non Profits) 1.50 1.77 1.54
Scenario 3: it is assumed that the net profit in 2022 will increase by 30% compared with that in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 91069.72 118390.64 118390.64
Net profit attributable to shareholders of listed companies after deducting non recurring losses of 86007.03 111809.14 111809.14 (10000 yuan)
Basic earnings per share (yuan / share) 1.59 2.03 1.77
Diluted earnings per share (yuan / share) 1.59 2.03 1.77
Basic earnings per share (yuan / share after deduction of Non Profits) 1.50 1.92 1.67
Diluted earnings per share (yuan / share after deduction of Non Profits) 1.50 1.92 1.67
(III) special risk tips for diluting the immediate return of shares issued to specific objects this time
After the completion of this offering, the total share capital and net assets of the company will increase, and the overall capital strength of the company will be improved. As it takes a certain process and time to implement and generate benefits for the investment projects with raised funds, if the net profit of the company fails to keep pace with the growth of share capital and net assets in the short term, It will lead to the decline of the company's earnings per share and other indicators compared with previous years.
The company has the risk that the earnings per share will be diluted after the issuance of shares to specific objects. At the same time, when calculating the specific impact of the diluted immediate return of this issuance on the company's main financial indicators, the hypothetical analysis of the net profit attributable to the shareholders of the listed company in 2022 is not the company's profit forecast, and the specific measures to fill the return formulated to deal with the risk of diluted immediate return are not equivalent to ensuring the company's future profits, 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. Investors are hereby reminded.
2、 The necessity and rationality of the board of directors choosing this financing
The investment project of the raised funds complies with the relevant national industrial policies, the development trend of the company's industry and the company's future development plan, has good market prospects and economic benefits, is conducive to improving the profitability of the company, and is in line with the interests of the company and all shareholders of the company. For the necessity and rationality of the use of the raised funds in this offering, see "section II feasibility analysis of the board of directors on the use of the raised funds" in the plan for issuing shares to specific objects of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) .
3、 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
At present, the company's main business covers three major fields: anti-static ultra clean technology products, medical device products and lithium battery materials. Among them, Tianyi lithium, a subsidiary, is the main body engaged in lithium battery materials business. At present, the production capacity of battery grade lithium hydroxide is 45000 tons / year. In the last three years, the company's main business income has maintained stable growth, and the lithium battery material business has made a great contribution to the company's performance growth in 2021.
After the completion of the fund-raising investment projects "60000 tons of battery grade lithium hydroxide construction project of Sichuan Tianhua times lithium energy Co., Ltd." and "25000 tons of battery grade lithium hydroxide project of Yibin Weineng lithium industry science and Innovation Co., Ltd." the listed company will increase the production capacity of 85000 tons of battery grade lithium hydroxide, It will help to further improve the production capacity of lithium hydroxide products, so as to form a scale effect, reduce production costs and improve market share, which will bring new performance growth points for listed companies, so as to enhance the sustainable operation ability of listed companies. At the same time, the raised funds are intended to be used to acquire 7% equity of Yibin Tianyi lithium science and Innovation Co., Ltd., and the company's shareholding in Tianyi lithium will increase from 68% to 75%, so as to further improve its shareholding in Tianyi lithium, so as to better share the growing income and profits of Tianyi lithium, and the dividends implemented by Tianyi lithium in the future will also belong to listed companies.
(II) the company's reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
The main managers and core technicians of the lithium battery materials business of the company have many years of practical experience in the lithium industry, with an average working life of more than 10 years, rich industrial experience and strong product development and application ability. The core technicians participated in the design, construction and operation of phase I project of Tianyi lithium industry in the whole process, realizing the fastest construction speed and the shortest production time of projects of the same scale in the industry. In the process of construction and operation, Tianyi lithium phase I and phase II projects have attracted talents from different regions and with various professional knowledge and skills. The company has established a talent training plan in the process of daily operation, which has fully prepared for the talent demand after subsequent capacity expansion.
2. Technical reserve
The spodumene lithium extraction technology adopted by Tianyi lithium industry is based on the digestion, absorption and re innovation of sulfuric acid causticization method. The sulfuric acid causticization method has strong operability, low manufacturing cost and stable product quality. The phase I 20000 ton battery grade lithium hydroxide project of Tianyi lithium industry has been completed and put into operation by the end of 2020, Realize the batch supply of China's mainstream cathode material customers. The core technicians of Tianyi lithium industry have more than ten years of production and technical management experience in similar production projects, understand the needs of the industry and downstream, especially have rich experience in the control of low and medium content foreign matters in products proposed by downstream manufacturers in recent years.
In terms of product quality, because the products are mainly used in the preparation of ternary cathode materials of lithium-ion batteries such as NCA and NCM in the materials of new energy industry, the stability of product quality is very high. During the design of phase I project, the technicians of Tianyi lithium industry made use of many years of working experience and combined with the information of future demand trend of downstream, and put forward the improvement of innovative technology for the stability of product quality. At this stage, the phase I project has produced high-quality products efficiently and stably, and applied them to China's mainstream material manufacturers in batches
