Securities code: 002475 securities abbreviation: Luxshare Precision Industry Co.Ltd(002475) Announcement No.: 2022-014 bond Code: 128136 bond abbreviation: Lixun convertible bond
Luxshare Precision Industry Co.Ltd(002475)
On diluting the immediate return and filling the immediate return of non-public offering of shares
Announcement of measures and commitments of relevant subjects
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.
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 the diluted immediate return of the non-public offering of A-Shares on the main financial indicators 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、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) main assumptions
The following assumptions are only used to calculate the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast. The company shall not be liable for any loss caused by the investor’s investment decision.
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, securities market, product market and the company’s business environment;
2. Assuming that the non-public offering is completed on September 30, 2022, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the main financial indicators, and the final time shall be subject to the actual completion time approved by the China Securities Regulatory Commission;
3. Assuming that the total amount of funds raised in this non-public offering is 1.35 billion yuan (including this amount), regardless of the issuance expenses, the actual amount of funds raised in this non-public offering 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 issuance price of this non-public offering is the average price of stock transactions in the 20 trading days before the first day of the issuance period
80% of the price, assuming that the average trading price of the shares in the 20 trading days before the first day of the issuance period is the average trading price of the company from January 17, 2022 to February 18, 2022 (the trading day before the resolution date of the board of directors), the corresponding issuance price is 36.44 yuan / share, and the corresponding issuance quantity is 370509941 shares;
5. When predicting the total share capital of the company, only the impact of this non-public offering of shares is considered, and the change of share capital caused by the conversion of convertible corporate bonds and other factors is not considered. As of the trading day before the announcement of the non-public offering plan, the total share capital of the listed company was 7077034829 shares. Assuming that according to the calculation of the upper limit of 370509941 shares in this non-public offering, the total share capital of the company will reach 7447544770 shares after the completion of this non-public offering;
6. From January to September 2021, the net profit attributable to the shareholders of the parent company was 4689.6614 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 3994.257 million yuan; Assuming that the net profit attributable to the shareholders of the listed company before and after deducting the non recurring profit and loss in 2021 is consistent with that in 2020, the net profit attributable to the shareholders of the listed company before and after deducting the non recurring profit and loss in 2022 has three situations compared with the corresponding financial data in 2021: (1) + 10%; （2）0%； （3）-10%。 (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, and investors should not make investment decisions accordingly);
7. Other impacts on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds are not considered except for the projects invested by the raised funds;
8. The impact of the company’s announcement of the dividend scheme from the announcement date of the non-public offering plan to the completion date of the offering is not considered. This assumption is only used for prediction, and the actual dividend situation is subject to the company’s announcement;
9. The impact of other force majeure factors on the company’s financial situation is not considered.
The above assumptions are only to calculate the dilution impact of the non-public offering of A-Shares on the main financial indicators of the company’s immediate return, and do not represent the company’s judgment on the future operation and financial situation, nor do they constitute a profit forecast. The realization of the company’s income 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 non-public offering on the company’s main financial indicators, as follows:
Year 2021 / year 2021 / December 31, 2022
December 31, 2014 (pre IPO and post IPO test)
Scenario 1: the net profit attributable to shareholders of the parent company before and after deduction in 2021 and 2022 increased by 10% compared with 2020
Total share capital (shares) 7077034829.00 7077034829.00 7447544770.00
Net profit attributable to shareholders of listed company: 7225462752.58 7948009027.84 7948009027.84 yuan
Attributable after deducting non recurring profits and losses
Net profit attributable to shareholders of listed company 6088901850.86 6697792035.95 6697792035.95 (yuan)
Basic earnings per share (yuan / share) 1.02 1.12 1.07
Diluted earnings per share (yuan / share) 1.01 1.11 1.05
After deducting non recurring gains and losses of RMB 90.0 per share
Earnings per share after deducting non recurring profit and loss: 0.85 0.93 0.89 yuan / share
Scenario 2: the net profit attributable to the shareholders of the parent company before and after deduction in 2021 and 2022 is the same as that in 2020
Total share capital (shares) 7077034829.00 7077034829.00 7447544770.00
Net profit attributable to shareholders of listed company: 7225462752.58 7225462752.58 7225462752.58 (yuan)
Attributable after deducting non recurring profits and losses
Net profit of shareholders of listed company 6088901850.86 6088901850.86 6088901850.86 (yuan)
Basic earnings per share (yuan / share) 1.02 1.02 0.97
Diluted earnings per share (yuan / share) 1.01 1.01 0.96
Earnings per share of 0.86 0.86 0.82 after deducting non recurring profits and losses (yuan / share)
Earnings per share after deducting non recurring profits and losses (RMB / share)
Scenario 3: the net profit attributable to the shareholders of the parent company before and after deduction in 2021 and 2022 decreased by 10% compared with 2020
Total share capital (shares) 7077034829.00 7077034829.00 7447544770.00
Net profit attributable to shareholders of listed company: 7225462752.58 6502916477.32 6502916477.32 (yuan)
Attributable after deducting non recurring profits and losses
Net profit of shareholders of listed company 6088901850.86 5480011665.77 5480011665.77 (yuan)
Basic earnings per share (yuan / share) 1.02 0.92 0.87
Diluted earnings per share (yuan / share) 1.01 0.90 0.86
After deducting non recurring profit and loss, the base is 0.86 0.77 0.74 earnings per share (yuan / share)
Year 2021 / year 2021 / December 31, 2022
December 31 of the project year (before and after the pre non-public offering)
(measurement)
Diluted earnings per share (yuan / share) after deducting non recurring profits and losses 0.85 0.76 0.73 note: basic earnings per share, diluted earnings per share The weighted average return on net assets is calculated in accordance with the requirements of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return and 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、 Special risk tips on diluted immediate return of this non-public offering
After the completion of this non-public offering, the scale of the company’s share capital and net assets will increase significantly. As it takes a certain time to implement the investment projects with raised funds and generate economic benefits, the company’s indicators such as earnings per share and return on net assets will decline in a short time, and there is a risk that the immediate return will be diluted. Please invest rationally and pay attention to investment risks.
3、 Necessity and rationality of this issuance
The total amount of funds raised in this non-public offering does not exceed 1.35 billion yuan. After deducting the issuance expenses, it is proposed to use them all for the following projects:
Unit: 10000 yuan
Project name total amount of proposed investment amount of proposed raised capital
1. Intelligent wearable device product line construction and technology upgrading project 350000.00 350000.00
2. Construction project of intelligent mobile terminal precision parts and components production line 270000.00 270000.00
3. Construction project of high voltage connection system production line for new energy vehicles 150000.00 150000.00
4. Semiconductor advanced packaging and test product production line construction project 95000.00 95000.00
5. Construction project of intelligent mobile terminal display module product production line 205000.00 80000.00
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