Securities code: Konfoong Materials International Co.Ltd(300666) securities abbreviation: Konfoong Materials International Co.Ltd(300666) Announcement No.: 2022033 bond Code: 123123 bond abbreviation: Jiangfeng convertible bond
Konfoong Materials International Co.Ltd(300666)
Diluted immediate return on the issuance of shares to specific objects and
Announcement of filling measures and commitments of relevant subjects (Revised Draft)
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.
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) The relevant provisions of the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) and other documents, Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as “the company”) has analyzed the impact of the issue of shares to specific objects (hereinafter referred to as “the issue”) 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 Impact of diluted immediate return on the company’s main financial indicators
The total amount of funds raised from this issuance of shares to specific objects does not exceed 1650 million yuan. After the completion of this issuance, the total share capital and net assets of the company will increase significantly. As it takes a certain process and time to generate benefits from the investment projects with raised funds, the company has the risk of dilution of earnings per share and decline of return on net assets in the short term. The specific impact is calculated as follows:
(I) main assumptions and premises of financial index calculation
Assumptions on the impact of diluted immediate return on the company’s main financial indicators:
1. Assume macroeconomic environment, industrial policy, industry development, company operating environment and securities
2. It is assumed that the company will complete this offering before June 30, 2022. The aforesaid issuance completion time is only used to calculate the impact of the diluted immediate return of the shares issued to specific objects on the main financial indicators, and the final time shall be subject to the actual issuance completion time approved and registered by the CSRC;
3. It is assumed that the upper limit of the total amount of funds raised by the company in this issuance is RMB 1650 million (including this amount), and the impact of issuance expenses is not considered. The actual scale of the raised funds received in this issuance will be finally determined according to the approval of the regulatory authorities, issuance subscription and issuance expenses;
4. Assuming that the number of shares to be issued this time is the upper limit, i.e. 68174916 shares (calculated by 30% of the company’s total share capital of 227249720 shares on the date of issuance of the plan), this number is only used to calculate the impact of the diluted immediate return on the main financial indicators of the shares to be issued to specific objects. Finally, the number registered and actually issued with the consent of the CSRC shall prevail;
5. Assuming that the convertible corporate bonds issued by the company to unspecified objects on August 18, 2021 (the issuance scale is 516.5 million yuan) will start to convert shares on February 18, 2022 and complete the conversion in the current month, and the conversion price is 51.80 yuan;
6. When calculating the total share capital of the company at the end of the period before and after the issuance, only the impact of the issuance and the conversion of convertible bonds into shares on the total share capital is considered, and the changes in share capital caused by other factors are not considered;
7. It is assumed that the amount of cash dividends in 2022 is the same as that in 2021;
8. The net profit attributable to the shareholders of the parent company from January to September 2021 was 952547 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 68.827 million yuan. Regardless of seasonal changes, according to the realized net profit from January to September 2021, assuming that the net profit attributable to the shareholders of the parent company in 2021 is 127063 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 917693 million yuan;
9. It is assumed that the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are calculated according to the following three situations: 1) the same as that in 2021; 2) 20% higher than that in 2021; 3) 40% higher than that in 2021;
10. It is assumed that the amount of cash dividends in 2022 is the same as that in 2021;
11. It is assumed that the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the raised funds are in place;
12. It is assumed that the impact of other non recurring profits and losses and force majeure factors on the company’s financial situation will not be considered. 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) calculation of the impact of this issuance of shares to specific objects on main financial indicators
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is calculated as follows:
Project 2021 / 2021 / December 31, 2022
Before and after the offering on December 31
Total share capital at the end of the period 227249723722083053957
Assumption 1: the net profit before / after deducting non recurring profit and loss attributable to the owner of the parent company in 2022 is the same as that in 2021
Net profit attributable to the owner of the parent company (1270062 yuan) (before deduction)
Net profit attributable to the owner of the parent company (RMB 917694, 917694, 917694) (after deduction)
Owner’s equity attributable to the parent company at the end of the period (RMB 14278070, 18849473, 35349473)
Basic earnings per share (yuan / share) (before deduction) 0.56 0.54 0.47
Basic earnings per share (yuan / share) (after deduction) 0.41 0.39 0.34
Diluted earnings per share (yuan / share) (before deduction) 0.56 0.54 0.47
Diluted earnings per share (yuan / share) (after deduction) 0.40 0.39 0.34
Weighted average return on net assets (before deduction) 10.49%, 7.16% and 4.89%
Weighted average return on net assets (after deduction) 7.58%, 5.17%, 3.53%
Assumption 2: the net profit before / after deducting non recurring profit and loss attributable to the owner of the parent company in 2022 increased by 20% compared with that in 2021
Net profit attributable to the owner of the parent company (1270062 million 1524075 yuan) (before deduction)
Net profit attributable to the owner of the parent company (RMB 91769411012.32) (after deduction)
Owner’s equity attributable to the parent company at the end of the period (RMB 14278070, 19103486, 35 Ecovacs Robotics Co.Ltd(603486) )
Basic earnings per share (yuan / share) (before deduction) 0.56 0.65 0.57
Basic earnings per share (yuan / share) (after deduction) 0.41 0.47 0.41
Diluted earnings per share (yuan / share) (before deduction) 0.56 0.64 0.56
Before and after the issuance of the project in 2021 / 2021 / 2022 / December 31, 2022
Diluted earnings per share (yuan / share) (after deduction) 0.40 0.46 0.41
Weighted average return on net assets (before deduction) 10.49%, 8.53%, 5.84%
Weighted average return on net assets (after deduction) 7.58%, 6.16%, 4.22%
Assumption 3: the net profit before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 increased by 40% compared with that in 2021
Net profit attributable to the owner of the parent company (1270062 yuan, 1778087 yuan) (before deduction)
Net profit attributable to the owner of the parent company (rmb1284771 million, 917694) (after deduction)
Owner’s equity attributable to the parent company at the end of the period (RMB 14278070, 19357498, 35857498)
Basic earnings per share (yuan / share) (before deduction) 0.56 0.66 0.66
Basic earnings per share (yuan / share) (after deduction) 0.41 0.48 0.48
Diluted earnings per share (yuan / share) (before deduction) 0.56 0.75 0.66
Diluted earnings per share (yuan / share) (after deduction) 0.40 0.54 0.47
Weighted average return on net assets (before deduction) 10.49%, 9.88%, 6.78%
Weighted average return on net assets (after deduction) 7.58% 7.14% 4.90%
Note: the basic earnings per share, diluted earnings per share and weighted average return on net assets are calculated in accordance with 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), accounting standards for business Enterprises No. 34 – earnings per share and Its Application guide.
2、 Special risk tips on diluting the immediate return of shares issued to specific objects this time
After the issuance, the total share capital and net assets of the company will increase significantly, and the overall capital strength of the company will be improved. As the project requires a certain period from construction to benefit generation, the net profit of the company may not keep pace with the growth of share capital and net assets in the short term, resulting in the decline of indicators such as earnings per share and return on net assets of the company. Therefore, the company has the risk that the earnings per share will be diluted and the return on net assets will decline after the issuance to specific objects.
The company hereby reminds investors to pay attention to the risk that the issuance of shares to specific objects may dilute the immediate return. 3、 The necessity and rationality of issuing shares to specific objects this time
The project invested by the raised funds has been strictly demonstrated. The implementation of the project is conducive to further improve the company’s core competitiveness and enhance the company’s sustainable development ability and risk resistance, which is fully necessary and feasible. For detailed analysis, see the feasibility analysis report on the use of funds raised by Konfoong Materials International Co.Ltd(300666) issuing shares to specific objects (Revised Version). 4、 The relationship between the investment project of the raised funds and the existing business of the company and the reserves in personnel, technology, market, etc
(I) the relationship between the investment project of the raised funds and the existing business of the company
Since its establishment, the company has been engaged in the R & D, production and sales of high-purity sputtering targets. Its main products are high-purity sputtering targets, which are mainly used in semiconductor (mainly in the field of VLSI), flat panel display, Cecep Solar Energy Co.Ltd(000591) battery and other fields. The company’s investment of the funds raised in this issuance is all centered on the company’s existing main business. It is an important layout made by the company to comply with the industrial development trend and respond to the expanding product demand of downstream customers. It is conducive to expanding the business scale, improving the R & D strength, consolidating the company’s market position and promoting the sustainable development of the company.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
The investment projects of the raised funds have undergone detailed
