Securities code: 300709 securities abbreviation: Jiangsu Gian Technology Co.Ltd(300709) Announcement No.: 2022-011 Jiangsu Gian Technology Co.Ltd(300709) about
The impact of issuing convertible corporate bonds to unspecified objects and diluting the immediate return on the company’s main financial indicators and the announcement of the measures taken by the company
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.
Special note: the following hypothetical analysis and description of the main financial indicators of Jiangsu Gian Technology Co.Ltd(300709) after issuing convertible corporate bonds to unspecified objects do not constitute the profit forecast of the company. Investors should not make investment decisions only based on such analysis and description. If investors make investment decisions based on this, the company will not bear any responsibility. The measures to fill in the return formulated by the company do not guarantee the company’s future profits. Please pay attention to the investment risks.
In order to implement 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 (Guo Ban Fa [2013] No. 110) and several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17), protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company” or ” Jiangsu Gian Technology Co.Ltd(300709) “) in accordance with the relevant requirements of the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), This paper carefully analyzes the impact of diluting the immediate return on the company’s main financial indicators by issuing convertible corporate bonds (hereinafter referred to as “convertible bonds”) to unspecified objects, and puts forward specific measures to fill the return. The relevant subjects have made commitments that the company’s measures to fill the return can be effectively implemented, as follows: 1 Impact of diluted immediate return on the company’s main financial indicators
(I) assumptions of diluted immediate return analysis of this offering
1. The issuance plan to unspecified objects will be implemented by the end of June 2022, and all convertible bond holders will complete the share conversion in December 2022. The completion time is only an estimate, and the final time will be subject to the actual completion time after the issuance is approved by the CSRC;
2. It is assumed that there are no major adverse changes in the macroeconomic environment, the market conditions of the company’s relevant industries and the company’s operation;
3. The total amount of the final raised funds issued to unspecified objects is 60 million yuan, and the relevant issuance expenses are not considered. The actual amount of funds raised from the issuance of convertible corporate bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. According to the performance forecast for 2021 disclosed by the company, the net profit attributable to the shareholders of the parent company in 2021 was 180 million yuan – 21 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 68 million yuan – 98 million yuan. Assuming that the net profit attributable to the owner of the parent company before and after deducting the non recurring profit and loss in 2021 is the average value of the financial indicators corresponding to the performance forecast, the net profit attributable to the owner of the parent company before and after deducting the non recurring profit and loss in 2022 increases by 0%, 10% and 20% respectively compared with the corresponding financial data in 2021; The above profit value does not represent the company’s prediction of future profits, but is only used to calculate the impact of the diluted immediate return issued to unspecified objects on the main indicators. 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;
5. The company’s cash dividend plan for 2020 is: Based on 115559860 shares of the company’s total share capital as of March 31, 2021, excluding 18944 shares to be repurchased and cancelled (i.e. 115540916 shares as the base), the company will distribute a cash dividend of 2.00 yuan (tax included) to all shareholders for every 10 shares, with a total cash dividend of 23108183.20 yuan (tax included); At the same time, the capital reserve was converted into 2 shares for every 10 shares to all shareholders, with a total of 23108183 shares converted into share capital. It is assumed that the cash dividend amount of the company’s profit distribution in 2021 is also 23108183.20 yuan, and the profit distribution in 2021 will be completed in May of the next year;
6. It is assumed that the conversion price of this convertible bond is 48.84 yuan / share. The conversion price is the higher value of the average transaction price of the company’s shares in the 20 trading days before February 16, 2022 and the average transaction price in the one trading day before February 16, 2022. The conversion price is only a simulated calculation price, does not constitute a numerical prediction of the actual conversion price, and does not consider the impact of cash dividends on the conversion price;
7. When predicting the total share capital of the company, based on the total share capital as of December 31, 2021, it is assumed that other matters leading to changes in share capital in the future will not be considered except for this convertible bond to share swap;
8. Other impacts on the company’s production and operation, financial status, etc. and the impact on the interest expense of convertible bonds after the arrival of the funds raised in this issuance are not considered.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the impact of this issuance to unspecified objects on the company’s main financial indicators is as follows:
Unit: Yuan
Year 2020.12.31/2021.12.31/2022.12.31/2022
Project 2020 2021 2022.12.31 2022.12.31
All non convertible shares all convertible shares
Total share capital (shares) at the end of the period 115559860.00 155193217.00 155193217.00 167478229.00
Hypothesis 1: the net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is the same as that in 2021.
Net profit attributable to 141851354.28 195000000.00 195000000.00 195000000.00 owners of the parent company less non recurring losses
Net profit attributable to the owner of parent company 115585599.10 83000000.00 83000000.00 83000000.00
Moisten
Basic earnings per share (RMB 1.24 1.40 1.26 / share)
Diluted earnings per share (RMB 1.24 1.38 1.21 1.21 / share) less non recurring losses
Basic earnings per share after earnings 1.01 0.60 0.54 0.54 earnings (yuan / share) net of non recurring losses
Diluted earnings per share: 1.01 0.59 0.51 0.51 (yuan / share)
Hypothesis 2: the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 increased by 10% compared with the corresponding financial in 2021.
Net profit attributable to 141851354.28 195000000.00 21450000.00 21450000.00 owners of the parent company less non recurring losses
Net profit attributable to owners of parent company 115585599.10 8300000.00 91300000.00 91300000.00
Moisten
Basic earnings per share (RMB 1.24 1.40 1.38 / share)
Diluted earnings per share (RMB 1.24 1.38 1.33 1.33 / share) less non recurring losses
Basic earnings per share after earnings: 1.01 0.60 0.59 0.59 (yuan / share)
Deducting non recurring losses
Diluted earnings per share: 1.01 0.59 0.57 0.57 (yuan / share)
Assumption 3: the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 increased by 20% compared with the corresponding financial data in 2021.
Net profit attributable to 141851354.28 195000000.00 234000000.00 234000000.00 owners of the parent company less non recurring losses
Net profit attributable to owners of parent company 115585599.10 83000000.00 99600000.00 99600000.00
Moisten
Basic earnings per share (RMB 1.24 1.40 1.51 / share)
Diluted earnings per share (RMB 1.24 1.38 1.45 1.45 / share) less non recurring losses
After earnings, the basic earnings per share is 1.01 0.60 0.64 0.64 (yuan / share), deducting non recurring losses
Diluted earnings per share 1.01 0.59 0.62 0.62 (yuan / share) II. Special risk tips for diluting the immediate return of convertible corporate bonds issued to unspecified objects this time
After the issuance of convertible corporate bonds and before the conversion of shares, 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 corporate bonds is generally low, under normal circumstances, the profit growth brought by the company through the use of the funds raised by the issuance of convertible corporate 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 through the use of the funds raised by 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 corporate 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 corporate bonds, so as to expand the potential dilution effect of the conversion of convertible corporate bonds 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, see the feasibility analysis report on the use of funds raised by Jiangsu Gian Technology Co.Ltd(300709) 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 project of the raised funds and the existing business of the company
The company mainly provides customized MIM core parts products with high complexity, high precision, high strength and exquisite appearance in large quantities for consumer electronics fields such as smart phones and wearable devices, as well as automotive fields. The products cover MIM parts such as camera bracket, connector interface, decorative ring, rotating shaft, watch case body, watch structure, headset structure and automotive parts. In addition, the company also provides precision transmission mechanism products such as rotating shaft devices and motor gearbox modules for smart phones, smart headphones, smart appliances, smart homes and other fields, heat dissipation products such as heat pipes, VC and its components for consumer electronics, communications and other heat dissipation fields, and TWS Bluetooth headphones and other products for consumer electronics.
Among the investment projects raised by issuing convertible corporate bonds to unspecified objects, the new production project of high-precision and high-performance transmission system components aims to
