Securities code: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) securities abbreviation: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) Announcement No.: 202219 Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) risk tips and filling measures for diluting immediate return by issuing A-Shares to specific objects (three revised drafts)
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, The company has made the following specific measures for diluting the immediate return of the company, and made a practical analysis on the impact of the dilutive measures on the company’s performance of the company’s main financial indicators: the company has been able to fill the immediate return of the dilutive measures
(I) assumptions and premises of measurement
1. Assuming that there are no major adverse changes in the macroeconomic environment and securities market, and there are no major adverse changes in the company’s business environment;
2. It is assumed that this offering will be completed in December 2021. The completion time is only used to calculate the impact of the diluted immediate return on the main financial indicators of the issuance of shares to specific objects, and does not constitute a judgment on the actual completion time of the issuance. Finally, the actual completion time of the issuance after registration with the consent of the CSRC shall prevail.
3. Assuming that the number of shares issued this time is 139320354 shares with the upper limit of issuance, and the total amount of funds raised is 1031128800 yuan, the relevant issuance expenses are not considered in this calculation; The number of shares to be issued to specific objects and the scale of funds raised will be finally determined according to the approval of regulatory authorities, issuance and subscription, issuance expenses, etc.
4. It is assumed that the corresponding annual growth rates of 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 2021 are – 10%, 0% and 10%. The hypothetical analysis is only used to calculate the impact of the diluted immediate return of the issued shares on the company’s main financial indicators, and does not constitute the company’s profit forecast for 2021. 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. When predicting the net assets of the company after issuance, the impact of other factors other than the raised funds and net profits on the net assets was not considered;
6. It is assumed that in 2021, except for this issuance, there are no other factors leading to the change of the company’s total share capital. 7. 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 funds raised by this issuance are received will not be considered;
8. It is assumed that cash dividends will not be considered in this period.
The above assumptions are only to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, do not represent the company’s judgment on the operation and trend in 2021, 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) specific impact on the company’s earnings per share and weighted average return on net assets
Based on the above assumptions, the comparison of the impact of this issuance on the company’s main financial indicators is as follows:
Name December 31, 2020 December 31, 2021 / year 2021
Before / after this offering in 2020
Total share capital (10000 shares) 464478294464401180 Tvzone Media Co.Ltd(603721) 534
Including 84630480 82156266221476620 restricted shares (10000 shares) that have not been unlocked
Number of shares issued this time (10000 shares) 139320354
The total amount of funds raised this time (10000 yuan) is 10311288
The expected completion date of this offering is December 2021
Assumption 1: the net profit attributable to shareholders of Listed Companies in 2021 is the same as that in 2020
Net profit attributable to common shareholders of the company: 795801795801795801 (ten thousand yuan)
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.17 0.17 0.17
Basic earnings per share after deducting non recurring gains and losses: 0.08 0.08 0.08 (yuan / share)
Weighted average return on net assets 3.22%, 3.15%, 3.05%
The weighted average return on net assets after deduction is 1.50%, 1.47%, 1.42%
Assumption 2: the net profit attributable to shareholders of Listed Companies in 2021 will increase by 10% compared with 2020
Net profit attributable to common shareholders of the company: 795801875381 (RMB 875381)
Net profit attributable to shareholders of parent company 370690407759407759 after deducting non recurring profit and loss (10000 yuan)
Basic earnings per share (yuan / share) 0.17 0.19 0.18
Name December 31, 2020 December 31, 2021 / year 2021
Before / after this offering in 2020
Basic earnings per share after deducting non recurring gains and losses: 0.08 0.09 0.09 (yuan / share)
Weighted average return on net assets 3.22%, 3.46%, 3.34%
The weighted average return on net assets after deduction is 1.50%, 1.61%, 1.56%
Assumption 3: the net profit attributable to shareholders of Listed Companies in 2021 will decrease by 10% compared with 2020
Net profit attributable to common shareholders of the company: 795801716221 (RMB 10000)
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.17 0.15 0.15
Basic earnings per share after deducting non recurring gains and losses: 0.08 0.07 0.07 (yuan / share)
Weighted average return on net assets 3.22%, 2.84%, 2.74%
The weighted average return on net assets after deduction is 1.50%, 1.32%, 1.28%
Note: ① since 2021 is not completed, it is assumed that the net assets attributable to the parent company in 2021 will not change; ② Earnings per share and return on net assets shall be 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.
As shown in the above table, after the completion of this offering, the company’s earnings per share and weighted average return on net assets are expected to be diluted to a certain extent in the short term.
2、 Risk tips for diluted immediate return of this offering
After the completion of this offering, 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 it takes a certain process and time to implement and generate benefits for the investment projects with raised funds, the net profit of the company may not keep pace with the growth of share capital and net assets in the short term, As a result, the company’s earnings per share and return on net assets and other indicators decreased compared with those before the issuance. The company has the risk that the earnings per share will be diluted and the return on net assets will decline after the issuance.
At the same time, when calculating the specific impact of the diluted immediate return of this offering on the company’s main financial indicators, the hypothetical analysis of the net profit attributable to the shareholders of the parent company in 2021 is not the company’s profit forecast, and the specific measures to fill in the return to deal with the risk of diluted immediate return are not equivalent to ensuring the company’s future profits, 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. Investors are hereby reminded.
3、 The necessity and rationality of the board of directors choosing this financing
The company’s issuance to specific objects is in line with relevant national industrial policies, has good market prospects and economic benefits, is conducive to further enhance the core competitiveness, and is in line with the interests of the company and all shareholders of the company. For the analysis of the necessity and rationality of this financing, please refer to “section II feasibility analysis of the board of directors on the use of the raised funds” in the plan for issuing A-Shares to specific objects in 3 Guangdong Jushen Logistics Company Limited(001202) 020 (three revisions).
4、 The relationship between the investment project of the raised funds and the existing business of the company
At present, listed companies are mainly engaged in the R & D, production and sales of LCD and touch modules, electromagnetic wires and reactors.
After the successful implementation of the fund-raising investment project, the company will realize the layout in the RF module industry, which is the strategic expansion of the company in new industries and new businesses, which is conducive to further improving the company’s business structure and realizing sustainable development.
5、 Measures taken by the company to dilute the immediate return of this offering
In order to safeguard the interests of investors, reduce the risk of dilution of immediate return and enhance the long-term return ability to shareholders, the company will strengthen the supervision of investment projects with raised funds, accelerate the progress of project implementation, improve the level of operation management and internal control, improve the employee incentive mechanism, enhance the profitability of the company and strengthen the return mechanism of investors. The specific measures are as follows:
(I) adhere to technological innovation, vigorously explore the market and enhance the company’s core competitiveness. The company always adheres to independent technological innovation and continuously improves the production process and product performance. As the company’s traditional advantageous business, electromagnetic wire has accumulated a number of stable high-quality customers outside China after years of technological R & D and production accumulation, and its marketing channels are also diversified; Relying on the technical advantages of the product, the reactor has passed the appraisal of the third-party authority and has been successfully supplied to the State Grid and China Southern Power Grid. The company’s LCD and touch module business has formed a unique marketing advantage by strengthening the communication and service to existing and potential customers through the global layout of sales institutions and personnel, which is an important reason for the steady improvement of the company’s performance. The fund-raising investment project will realize the new layout of the company in the RF module industry. The company can make full use of the capital advantages, popularity advantages and customer supplier resource advantages of listed companies to realize the organic combination of new and old businesses, promote the rapid development of the company in the RF module industry and further enhance the core competitiveness of the company.
(II) strengthen business management and improve business efficiency
The company will strengthen internal control, improve operating efficiency and reduce operating costs, so as to further improve the profitability of the company.
(III) strengthen the management of raised funds to ensure the rational and legal use of raised funds
After the raised funds are in place, the company will manage the use of the raised funds in strict accordance with the company’s raised funds use and management system, and reasonably arrange the time schedule in the process of raising funds investment, so as to improve the use efficiency of this part of funds and save financial expenses, so as to further improve the profitability of the company.
(IV) accelerate the progress of projects invested with raised funds and strive to realize the expected income of the project as soon as possible
The investment project of the raised funds will further enhance the company’s business strength, so as to bring new business development opportunities and profit growth points to the company. After the raised funds are in place, the company will speed up the project
