Securities code: 300480 securities abbreviation: Gl Tech Co.Ltd(300480) Announcement No.: 2021-069 Gl Tech Co.Ltd(300480)
Announcement on the company's public issuance of convertible corporate bonds, diluted immediate return, measures to fill the immediate return 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.
Important note: the following analysis and description of the company's main financial indicators after the issuance of convertible corporate bonds do not constitute the company's profit forecast. 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 for any losses caused by investors.
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), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and China Securities Regulatory Commission (hereinafter referred to as "CSRC") According to laws and regulations such as the guidance on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (China Securities Regulatory Commission [2015] No. 31), if a listed company dilutes the immediate return for refinancing, it shall promise and fulfill the specific measures to fill in the return.
In order to protect the interests of small and medium-sized investors, Gl Tech Co.Ltd(300480) (hereinafter referred to as "the company") for this public offering of convertible corporate bonds (hereinafter referred to as "the offering") ）This paper carefully analyzes the impact of diluted immediate return on the main financial indicators, and puts forward specific measures to fill the return. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments that the proposed filling measures can be effectively implemented. The details are as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(i) Main assumptions
The judgment of the company's operation and trend in 2021 does not constitute a profit forecast. The company shall not be liable for any loss caused by the investor's investment decision.
1. It is assumed that the company will complete the issuance of convertible corporate bonds by the end of June 2022. This time is only used to calculate the impact of the diluted immediate return of the issuance of convertible bonds on the main financial indicators. Finally, the actual completion time of the issuance after the listing review of Shenzhen stock exchange and registration with China Securities Regulatory Commission shall prevail;
2. Assuming that the upper limit of the total funds raised in this issuance is RMB 400 million (excluding the impact of deducting the issuance expenses), the actual scale of the funds raised in this issuance will be finally determined according to the approval of the regulatory authorities, issuance subscription and issuance expenses;
3、 Assuming that the company issued 37.90 yuan / share this time (the higher of the average trading price of the company's shares in the 20 trading days before December 24, 2021 and the average trading price of the company's shares in the previous trading day on the date of the 19th meeting of the Fourth Board of directors of the company), the share conversion price is only used to calculate the impact of the diluted immediate return of the issuance on the main financial data and financial indicators. The final initial share conversion price is determined by the board of directors of the company according to the shareholders' opinions Authorized by the board of directors, determined according to the market conditions before issuance, and may carry out ex right, ex interest adjustment or downward correction;
4. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development, product market and the company's business environment;
5. The impact on the company's production, operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received;
6. The net profit attributable to the shareholders of the parent company from January to September 2021 is RMB 80.0133 million, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is RMB 50.5834 million. Regardless of seasonal changes and other influencing factors, 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 8001.33/3 * 4 = 106.6844 million yuan, the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 5058.34/3 * 4 = 67.4445 million yuan. 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 correspond to the growth rate of 2021: (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 incurred);
7. When predicting the total share capital at the end of each year and calculating the earnings per share of each year, it is based on the total share capital of 269639000 shares on September 30, 2021. It is assumed that in addition to the above matters and this convertible bond to equity swap, ex rights and ex interests, conversion to share capital, share repurchase and other possible equity changes will not be considered;
8. The influence of the company's profit distribution in 2021 is not considered.
（2） Impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of the diluted spot of this issuance on the main income indicators, as follows:
2021 / 2022 / end of 2022
The project will be completed from December 31, 2021 to December 31, 2022. All shares will not be converted and all shares will be converted by December 31, 2022
Total share capital (10000 shares) 26963.9026963.9028019.31
Assumption 1: the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the same as the forecast in 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 10668.4410668.4410668.44
Net profit attributable to shareholders of the listed company after deducting non recurring losses of 6744.456744.456744.45 (RMB 10000)
Basic earnings per share (yuan / share) 0.400.230.38
Diluted earnings per share (yuan / share) 0.400.230.38
Basic earnings per share (after deducting non recurring profits and losses) 0.250.190.24 (yuan / share)
Diluted earnings per share (after deducting non recurring profits and losses) 0.250.190.24 (yuan / share) scenario 2: the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increased by 10% compared with the forecast of 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 10668.4411735.281735.28
Net profit attributable to shareholders of the listed company after deducting non recurring loss of 6744.457418.907418.90 (RMB 10000)
Basic earnings per share (yuan / share) 0.400.440.42
Diluted earnings per share (yuan / share) 0.400.440.42
Basic earnings per share (after deducting non recurring profits and losses) 0.250.280.26 (yuan / share)
Diluted earnings per share (after deducting non recurring profits and losses) 0.250.280.26 (yuan / share) scenario 3: the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increased by 20% compared with the forecast of 2021
Net profit attributable to shareholders of the listed company (10000 yuan) 10668.4412802.1312802.13
Net profit attributable to shareholders of listed company after deducting non recurring loss of 6744.458093.348093.34 (RMB 10000)
Basic earnings per share (yuan / share) 0.400.470.46
Diluted earnings per share (yuan / share) 0.400.470.46
Basic earnings per share (after deducting non recurring profits and losses) 0.250.300.29 (yuan / share)
Diluted earnings per share (after deducting non recurring profits and losses) 0.250.300.29 (yuan / share) Note: basic earnings per share and diluted earnings per share are calculated in accordance with No. 9 rules for the preparation of information disclosure of companies offering securities to the public.
2、 Risk tips for diluted immediate return of this offering
After the issuance of convertible bonds, if the bondholders convert most or all of the convertible bonds into the company's shares within a short period after the start of the stock conversion period, the company's share capital and net assets will increase to a certain extent, but the raised funds will take a certain time from investment to income, which may lead to the risk of dilution of earnings per share and return on net assets, At the same time, the voting rights of the original shareholders were also diluted. Draw the attention of investors.
3、 Necessity and rationality of this issuance
The total amount of funds to be raised by the company in issuing convertible corporate bonds this time shall not exceed 400 million yuan (including
After deducting the issuance expenses, the net amount of the raised funds is planned to be invested in the following projects:
Unit: 10000 yuan
Project name total investment amount proposed to be invested with raised funds
1 ultra precision and high stiffness air spindle R & D and industrialization project 42763.9240000.00
Total 42763.9240000.00
See the feasibility analysis report on the use of funds raised by the company's public issuance of convertible corporate bonds disclosed by the company on the same day for details of the necessity and feasibility of this issuance.
4、 Measures taken by the company to dilute the immediate return on the public issuance of convertible corporate bonds
In order to protect the interests of investors, the company will take various measures to ensure the rational use of the raised funds and effectively prevent the risk of dilution of immediate return. The specific measures include:
In order to effectively prevent the risk of diluting the immediate return that may be brought about by the public issuance of convertible corporate bonds, the company plans to take the following specific measures to ensure the effective use of the raised funds, improve the company's operating performance, and realize the sustainable development of the company's business and reasonable return on investment to shareholders:
(i) Promote the construction of raised investment projects and accelerate the realization of expected objectives
The project invested by the raised funds of the company is an R & D and industrialization project of ultra-precision and high stiffness air spindle, which is in line with the national industrial policy and the future strategic planning direction of the company, and has good market development prospects and economic benefits. With the completion and operation of the project, the overall economic performance and profitability of the company will be gradually improved, It is conducive to reducing the dilution of shareholders' immediate return. After the raised funds are in place, the company will fully allocate resources, reasonably formulate the commencement plan, accelerate the construction of raised investment projects, make the raised investment projects reach the production state as soon as possible and realize the expected benefits.
（2） Strengthen operation management and internal control to improve profitability
The company will strive to improve the use efficiency of funds, improve and strengthen the investment decision-making procedures, design more reasonable fund use schemes, make rational use of various financing tools and channels, control the cost of funds, improve the use efficiency of funds, save various expenses of the company, and comprehensively and effectively control the operation and control risks of the company.
（3） Strengthen the management of raised funds and improve the efficiency of fund use
In order to standardize the use and management of raised funds, the company shall comply with the requirements of relevant laws, regulations and normative documents, such as the company law, the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies
