Stock Code: 688002 stock abbreviation: Raytron Technology Co.Ltd(688002) Announcement No.: 2022-003 Raytron Technology Co.Ltd(688002)
On the diluted spot of issuing convertible corporate bonds to unspecified objects
Announcement of return and filling measures 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Raytron Technology Co.Ltd(688002) (hereinafter referred to as “the company”) intends to issue convertible corporate bonds (hereinafter referred to as “convertible bonds”) to unspecified objects. In accordance with the relevant requirements 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) 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) of the CSRC, in order to protect the interests of small and medium-sized investors, The company has analyzed the impact of this offering on the dilution of immediate return and put forward specific measures to fill the return. The relevant subjects have made commitments to the practical implementation of the company’s measures to fill the return, as follows:
1、 The impact of diluting the immediate return of convertible corporate bonds issued to unspecified objects on the company’s main financial indicators
(I) main assumptions of financial calculation
1. It is assumed that there are no major adverse changes in the macroeconomic environment and the industry of the company;
2. Assuming that the issuance is completed by the end of June 2022, It is assumed that all shares will be converted on December 31, 2022 (the completion time is only used to calculate the impact of this issuance on the immediate return and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation. Finally, the actual issuance will be completed after the issuance and listing of Shanghai Stock Exchange is reviewed and approved and reported to the CSRC for approval and registration The time when the convertible bonds can be converted into shares is the actual time of the holder); 3. Assuming that the total amount of funds raised in this issuance is 1640 million yuan, the impact of issuance expenses will not be considered temporarily. The actual amount of funds raised from the issuance of convertible corporate bonds to unspecified objects will be finally determined according to the review and registration of the regulatory authorities, the issuance and subscription and the issuance expenses;
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 584203800 yuan and 508681700 yuan respectively. It is assumed that there are three conditions for the annual growth rate of the net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses: (1) 0%; （2）10%； (3) 20% (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 for losses caused by investors);
5. Assuming that the conversion price of convertible bonds issued this time is the highest of the average trading price of A-Shares of the company on the first 20 trading days of the 26th meeting of the second board of directors (i.e. February 11, 2022) and the average trading price of A-Shares of the company on the previous trading day, That is 68.03 yuan / share (the share conversion price is only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators and does not constitute a numerical prediction of the actual share conversion price. The final initial share conversion price shall be determined by the board of directors of the company according to the authorization of the general meeting of shareholders and the market conditions before the issuance);
6. The impact of the arrival of the raised funds from this issuance on the company’s production and operation and financial status (such as financial expenses and investment income) is not considered;
7. It is assumed that the influence of future dividend factors will not be considered.
8. It is assumed that other behaviors that will affect or potentially affect the total share capital of the company will not be considered except for this issuance;
The above assumptions are only used to calculate the diluted impact of the issuance of convertible corporate bonds on the main financial indicators of the company’s immediate return, do not represent the company’s judgment on the operation and financial situation in 2021 and 2022, and do not constitute the company’s profit forecast in 2021 and 2022. The realization of the company’s income in 2021 and 2022 depends on many factors, such as national macroeconomic policies, industry development, market competition, company business development and so on. 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, the company calculated the impact of this issuance on the company’s main financial indicators, as follows:
2020 2021 2022 / December 2022 / December 2020 / December 31, 2021
All shares not converted on 31st
Total share capital at the end of the period (10000 shares) 44500.00 44500.00 44500.00 46910.71
Scenario 1: the corresponding annual growth rate of the net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 0%
Net profit attributable to common shareholders of the parent company 58420.38 58420.38 58420.38 58420.38 (10000 yuan) deduction attributable to common shareholders of the parent company
Unless the net profit of recurring profit and loss (RMB 50868.17, 50868.17, 50868.17, 50868.17)
Basic earnings per share (yuan / share) 1.31 1.31 1.31 1.31
Diluted earnings per share (yuan / share) 1.31 1.31 1.28 1.28
Basic earnings per share after deducting non recurring profits and losses (yuan / share)
Diluted 1.14 1.14 1.11 1.11 earnings per share (yuan / share) after deducting non recurring profits and losses scenario 2: the annual growth rate corresponding to the net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 10%
Net profit attributable to common shareholders of the parent company 58420.38 64262.42 70688.66 70688.66 (RMB 10000) deduction attributable to common shareholders of the parent company
Unless the net profit of recurring profit and loss (RMB 50868.17, 55954.99, 61550.49, 61550.49)
Basic earnings per share (yuan / share) 1.31 1.44 1.59 1.59
Diluted earnings per share (yuan / share) 1.31 1.44 1.54 1.54
After deducting non recurring profit and loss, the basic earnings per share is 1.14 1.26 1.38 1.38 (yuan / share)
Diluted 1.14 1.26 1.34 1.34 earnings per share (yuan / share) after deducting non recurring profits and losses scenario 3: the annual growth rate corresponding to the net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 20%
Net profit attributable to common shareholders of the parent company 58420.38 70104.46 84125.35 84125.35 (10000 yuan) deduction attributable to common shareholders of the parent company
Unless the net profit of recurring profit and loss (RMB 5086817, 61041.80, 73250.16, 73250.16)
Basic earnings per share (yuan / share) 1.31 1.58 1.89 1.89
Diluted earnings per share (yuan / share) 1.31 1.57 1.84 1.84
After deducting non recurring profit and loss, the basic earnings per share is 1.14 1.37 1.64 1.64 (yuan / share)
Diluted earnings per share of 1.14 1.37 1.60 1.60 after deducting non recurring profits and losses (yuan / share)
2、 Special risk tips on diluted immediate return of this offering
After the issuance of convertible corporate bonds and before the conversion, the company shall pay interest on the convertible corporate bonds that have not been converted according to the pre agreed coupon rate. Since the coupon rate of convertible corporate bonds is generally low, under normal circumstances, the profit growth brought by the company’s use of the funds raised by convertible corporate bonds will exceed the bond interest paid by convertible corporate bonds, Basic earnings per share will not be diluted.
If the profit growth brought by the company’s use of the funds raised by convertible corporate bonds cannot cover the bond interest payable by convertible corporate 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 corporate bonds held by investors are converted into shares, the total share capital and net assets of the company will increase to a certain extent, which may have a certain dilution effect on the shareholding ratio of the original shareholders and the earnings per share of the company. In addition, the convertible corporate bonds issued to unspecified objects 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 corporate bonds this time, So as to expand the potential dilution effect of the conversion of convertible corporate bonds issued to unspecified objects on the original ordinary shareholders of the company.
After the company issues convertible corporate bonds to unspecified objects, there is a risk that the immediate return will be diluted. Please pay attention to the majority of investors and pay attention to the investment risk.
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 board of directors of the company. The implementation of the project is conducive to further enhance the core competitiveness of the company and enhance the sustainable development ability of the company, For detailed analysis, see the feasibility analysis report on the use of Raytron Technology Co.Ltd(688002) funds raised by issuing convertible corporate bonds to unspecified objects published on the website of the stock exchange or the media meeting the conditions specified by the securities regulatory authority of the State Council.
4、 The relationship between the raised funds and the company’s existing business, as well as the reserves in terms of personnel, technology and market
(I) relationship between the project invested with raised funds and the company’s existing business
The company is a semiconductor integrated circuit chip enterprise specializing in the development of uncooled infrared thermal imaging and MEMS sensing technology. It is committed to the design and manufacture of special integrated circuits, MEMS sensors and infrared imaging products. The company’s products mainly include infrared detector chip, thermal imaging movement module, infrared thermal imager, laser and microwave products and photoelectric system.
The investment project of the company’s funds raised in this issuance is consistent with the company’s main business direction and is an extension based on the needs of existing business development. The investment project with raised funds is conducive to improving the company’s comprehensive competitiveness in R & D, production, sales and services in the field of infrared thermal imaging.
The successful implementation of the above projects will help the company enhance its profitability, enhance its market competitiveness and promote the realization of the company’s strategic development objectives.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
The company has formed a high-quality R & D team. The main R & D personnel are masters or above. The technical fields include semiconductor integrated circuits, MEMS sensors, image processing algorithms, etc., which fully cover all links of the company’s technology and products. As of June 30, 2021, the company has 746 R & D personnel, accounting for 47.70% of the total employees of the company. The R & D team has strong stability. The core technicians have joined the company since the establishment of the company, and have been engaged in R & D, engineering and mass production manufacturing of optoelectronic technology and products for a long time, with rich industry experience.
2. Technical reserve
The company has the comprehensive independent development ability of integrated circuit, MEMS sensor, infrared detector, thermal imaging movement module and infrared thermal imager. By 2021
