Securities code: 688680 securities abbreviation: Shanghai Hiuv New Materials Co.Ltd(688680) Announcement No.: 2022-14 Shanghai Hiuv New Materials Co.Ltd(688680)
Announcement on diluting immediate return and filling measures for issuing convertible corporate bonds to unspecified objects and commitments of relevant subjects (Revised Draft)
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.
Shanghai Hiuv New Materials Co.Ltd(688680) (hereinafter referred to as "the company" or " Shanghai Hiuv New Materials Co.Ltd(688680) ") held the 16th meeting of the third board of directors on November 10, 2021, deliberated and adopted the relevant proposal on the company issuing convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects, and held the 20th meeting of the third board of directors on February 8, 2022, Deliberated and passed relevant proposals on adjusting the company's issuance of convertible corporate 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), According to the provisions 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 on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant documents, the company's initial public offering Where a listed company dilutes the immediate return through refinancing or merger and reorganization, it shall promise and fulfill the specific measures to fill the return.
In order to safeguard the interests of small and medium-sized investors, the company carefully analyzed the impact of diluting the immediate return on the company's main financial indicators by issuing convertible bonds to unspecified objects, and put forward specific measures to fill the return. The relevant subjects made a commitment that the measures to be taken by the company to fill the return can be effectively implemented. The matters related to the diluted immediate return and filling measures of the company's issuance of convertible bonds to unspecified objects are hereby announced as follows:
1、 The impact of issuing convertible bonds to unspecified objects on the company's main financial indicators
(I) main assumptions and preconditions
1. It is assumed that there will be no significant adverse changes in the future macroeconomic environment, industry development trend and the company's operation. The impact on the company's production, operation and financial status (including financial expenses, investment income, interest amortization, etc.) after the arrival of the raised funds from this issuance is not considered.
2. According to this issuance plan, the company plans to issue convertible corporate bonds with a total of no more than 694 million yuan (including this amount). It is assumed that 694 million yuan will be issued according to the upper limit, regardless of the impact of issuance expenses. It is assumed that the company will complete the issuance of convertible bonds before the end of April 2022. The scale and time of the raised funds actually received in the issuance of convertible bonds will be finally determined according to the review and registration of the regulatory authorities, the issuance and subscription and the issuance expenses.
3. The term of issuing convertible bonds to unspecified objects this time is 6 years. The term of share conversion starts from the first trading day after the expiration of 6 months from the date of issuance to the maturity date of convertible corporate bonds. It is assumed that all shares have been converted as of October 31, 2022 or all shares have not been converted as of the end of 2022. The completion time of the share conversion is only an estimate, and the final time shall be subject to the actual time when the convertible bond holder completes the share conversion.
4. In 2020, the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses were 223232200 yuan and 215253500 yuan respectively. Assuming that the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses realized by the company in 2021 are the same as those in 2020, the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses in 2022 are the same as those in 2021, with an increase of 10% The growth rate of 20% is calculated separately (the above growth rate does not represent the company's profit forecast for future profits, but is only used to calculate the impact of the diluted immediate return of this issuance on the main indicators. 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).
5. It is assumed that the impact of the coupon rate of convertible bonds is not considered. It is only for the needs of simulation calculation and does not constitute a numerical prediction of the actual coupon rate.
6. It is assumed that the initial conversion price of convertible corporate bonds is 232.14 yuan / share (the price is the higher of the average trading price of the company's shares on the 20 trading days before the announcement of the resolution of the board of directors and the previous trading day, and the actual initial conversion price is determined based on the average price of the 20 trading days before the announcement of the prospectus and the average price of the previous trading day). The conversion price is only used to calculate the impact of the diluted immediate return of the convertible bond issuance on the main financial indicators. The final conversion price is determined by the board of directors of the company according to the authorization of the general meeting of shareholders and according to the market conditions before the issuance, and may be adjusted ex rights, ex dividend or downward correction.
7. It is assumed that the amount of cash dividends in 2021 is consistent with that in 2020 and will be implemented in July of that year; Non delivery of shares; Not to convert capital reserve into share capital; The impact of dividends on the conversion price is not considered (the above assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators, which shall be subject to the deliberation and approval of the general meeting of shareholders and the actual completion time of implementation).
8. It is assumed that all convertible bonds will be listed in the financial statements as liabilities after the issuance. This assumption is only used for simulating and calculating financial indicators, and the specific situation is subject to the actual accounting treatment after the issuance.
9. When predicting the owner's equity attributable to the shareholders of the parent company after the issuance of the company, the impact of other factors on net assets other than raised funds, net profit and profit distribution is not considered.
The above hypothetical analysis does not constitute the company's profit forecast or dividend commitment. Investors should not make investment decisions based on it. If investors make investment decisions based on it 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 impact of the issuance of convertible corporate bonds on the dilution of shareholders' immediate return is as follows:
Project amount
The total amount of funds raised this time (10000 yuan) is 69400.00
Total number of shares transferred (10000 shares) 298.96
Cash dividend (10000 yuan) 4537.08
Year / end 2022
All shares of the project have not been converted at the end of 2021, and all shares have been converted at the end of October 2022
Total share capital at the end of the period (10000 shares) 8402.00 8402.00 8700.96
Hypothesis 1: it is assumed that the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses are the same as those in 2021
Owner's equity attributable to shareholders of the parent company at the beginning of the period: 75273.31 227750.09 (RMB 227750.09)
Net profit attributable to shareholders of the parent company (10000 yuan) 22323.22 22323.22 22323.22
Net profit attributable to 21525.35 shares of the parent company after deducting non recurring profits and losses (RMB 10000)
Owner's equity attributable to shareholders of the parent company at the end of the period 227750.09 245536.23 31493623 (RMB 10000)
Basic earnings per share (yuan) (before deduction) 2.71 2.66 2.64
Basic earnings per share (yuan) (after deduction) 2.62 2.56 2.55
Weighted average return on net assets 10.73%, 9.42%, 8.98%
After deducting non recurring profits and losses, the weighted average net assets are 10.35%, 9.08% and 8.66% yield assumption 2: it is assumed that the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profits and losses will increase by 10% compared with 2021
Owner's equity attributable to shareholders of the parent company at the beginning of the period: 75273.31 227750.09 (RMB 227750.09)
Net profit attributable to shareholders of the parent company (10000 yuan) 22323.22 24555.54 24555.54
Net profit attributable to the parent company's shares 21525.35 23677.89 23677.89 after deducting non recurring profits and losses (10000 yuan)
Owner's equity attributable to shareholders of the parent company at the end of the period 227750.09 247768.55 31716855 (RMB 10000)
Basic earnings per share (yuan) (before deduction) 2.71 2.92 2.91
Basic earnings per share (yuan) (after deduction) 2.62 2.82 2.80
Weighted average return on net assets 10.73%, 10.31%, 9.83%
After deducting non recurring profit and loss, the weighted average net asset return rate is 10.35%, 9.94% and 9.48%. Hypothesis 3: it is assumed that the net profit attributable to the common shareholders of the listed company in 2022 and the net profit attributable to the common shareholders of the listed company after deducting non recurring profit and loss will increase by 20% compared with 2021
Owner's equity attributable to the parent company at the beginning of the period (227753100 yuan)
Net profit attributable to shareholders of the parent company (10000 yuan) 22323.22 26787.86 26787.86
Net profit attributable to the parent company's shares 21525.35 25830.42 25830.42 after deducting non recurring profits and losses (10000 yuan)
Owner's equity attributable to shareholders of the parent company at the end of the period 227750.09 250000.87 319400.87 (RMB 10000)
Basic earnings per share (yuan) (before deduction) 2.71 3.19 3.17
Basic earnings per share (yuan) (after deduction) 2.62 3.07 3.06
Weighted average return on net assets 10.73%, 11.20%, 10.68%
After deducting non recurring profits and losses, the weighted average return on net assets is 10.35%, 10.80%, 10.30%
Note: the above indicators of earnings per share and return on net assets 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.
2、 Risk tips on diluting the immediate return by issuing convertible bonds to unspecified objects
The project to be invested by the funds raised from the issuance of convertible corporate bonds will gradually bring economic benefits to the company during the duration of convertible corporate bonds, and there is a risk that the expected benefits will not be realized.
After this offering, if investors convert shares during the conversion period, they may dilute earnings per share and return on net assets to a certain extent. Therefore, the company may face the risk of diluting earnings per share and return on net assets during the conversion period. In addition, the convertible corporate bonds issued to unspecified objects this time have a downward correction clause for the conversion price
