Stock Code: Zhejiang Yonghe Refrigerant Co.Ltd(605020) stock abbreviation: Zhejiang Yonghe Refrigerant Co.Ltd(605020) Announcement No.: 2022019 Zhejiang Yonghe Refrigerant Co.Ltd(605020)
Announcement on public issuance of A-share convertible corporate bonds, dilution of immediate return, filling measures and commitments of relevant subjects
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Zhejiang Yonghe Refrigerant Co.Ltd(605020) (hereinafter referred to as “the company”) held the 20th meeting of the third board of directors on March 4, 2022, deliberated and approved the relevant proposal of the company’s public offering of A-share convertible corporate bonds (hereinafter referred to as “public offering of convertible bonds”). 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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return (announcement [2015] No. 31 of China Securities Regulatory Commission) and other documents. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the dilution of the immediate return of the public offering of convertible bonds, and put forward specific measures to fill the return. Relevant subjects have made a commitment that the measures to be taken by the company to fill the return can be effectively implemented. The details are as follows:
1、 The impact of the diluted immediate return on the main financial indicators of the public offering of convertible bonds
(I) main assumptions for calculating the diluted immediate return of convertible bonds issued to the public
After the implementation of this public offering of convertible bonds, in the case of the increase of the company’s share capital and net assets, if the company’s business does not obtain a corresponding increase in the future, the company’s earnings per share and weighted average return on net assets may face the risk of decline.
Considering the above situation, the company has calculated the main financial indicators based on the following assumptions. The following assumptions are only to calculate the dilution impact of the public issuance of convertible bonds on the main financial indicators of the company’s immediate return, which does not represent the company’s judgment on the operation and trend of the future year, nor does it constitute profit forecast and performance commitment. The realization of the company’s income depends on many factors, such as national macroeconomic policies, industry development, market competition and the company’s business development, and there is great uncertainty. Investors and relevant persons should understand the differences between plans, forecasts and commitments, and pay attention to investment risks.
The company’s calculation of the main financial indicators in 2021 and 2022 is based on the following assumptions:
1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industrial development, product market and the company’s business environment;
2. It is assumed that the issuance of convertible bonds will be completed by the end of June 2022, It is assumed that all convertible bonds will be converted into shares or all convertible bonds will not be converted into shares on December 31, 2022 (this time is only used to calculate the impact of this offering on the immediate return and does not constitute a commitment to the actual completion time. 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. Finally, the actual completion time after the approval of this offering by the CSRC shall prevail);
3. Assuming that the total amount of funds raised this time is 800 million yuan, the relevant issuance expenses will not be considered temporarily. The actual amount of funds raised from the public offering of convertible bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription conditions and the issuance expenses;
4. According to the performance forecast of 2021 announced by the Issuer on January 21, 2022, it is estimated that the net profit attributable to the shareholders of the parent company in 2021 will be 250300 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses will be about 242292 million yuan, It is assumed that the net profit attributable to the shareholders of the parent company in 2021 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the lower limit of the above data, which are 250 million yuan and 242 million yuan respectively. According to the operation of the company and based on the principle of prudence, it is assumed that the net profit before / after deducting non recurring profits and losses attributable to the owner of the parent company in 2022 is calculated according to the following three situations: (1) it is the same as that in the previous period; (2) An increase of 10% over the previous period; (3) An increase of 30% over the previous period. This assumption is only used to calculate the impact of the diluted immediate return of the convertible bond issuance on the main financial indicators, does not represent the company’s judgment on the operation and trend in 2022, nor does it constitute the company’s profit forecast;
5. Assuming that the conversion price of this convertible bond is 27.58 yuan / share, that is, the higher of the average trading price of the company’s A-Shares on the 20th trading day before the resolution date of the 20th meeting of the third board of directors (March 4, 2022) and the average trading price of the company’s A-Shares on the previous trading day, (the conversion price is only a simulated calculation price and does not constitute a numerical prediction of the actual conversion price), and the upper limit of the number of conversion is 29006526 shares;
6. The impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds from this issuance;
7. The impact of bank interest generated before the raised funds are utilized and the interest expense of this convertible bond will not be considered;
8. It is assumed that the influence of future profit distribution, equity incentive and other factors will not be considered;
9. It is assumed that except for this issuance, the company will not carry out other behaviors that will affect or potentially affect the total share capital of the company;
10. The above assumptions are only to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators, and do not represent the company’s commitment to profitability, nor the company’s judgment on the operation and trend.
(II) calculation process
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is calculated as follows:
Year 2022
By the end of December, 2022, 2021, the project has not been converted into shares
Total share capital (shares) 269750994269750994298757520
Assumption 1: the net profit attributable to shareholders of listed companies before / after deducting non recurring profits and losses in 2022 is the same as that in the previous period
Net profit attributable to shareholders of the parent company 25 China Vanke Co.Ltd(000002) 5 China Vanke Co.Ltd(000002) 500000 (RMB 10000)
Net profit attributable to shareholders of the parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 1.07 0.93 0.93
Diluted earnings per share (yuan / share) 1.07 0.88 0.88
Basic income per 1.04 0.90 0.90 shares after deducting non recurring profits and losses (yuan / share)
Diluted earnings per 1.04 0.85 0.85 shares (yuan / share) after deducting non recurring profits and losses scenario 2: the net profit attributable to shareholders of listed companies before / after deducting non recurring profits and losses in 2022 increased by 10% compared with the previous period
Net profit attributable to shareholders of the parent company 25 China Vanke Co.Ltd(000002) 75 Shenzhen Energy Group Co.Ltd(000027) 50000 (RMB 10000)
Net profit attributable to shareholders of parent company 242 Fiyta Precision Technology Co.Ltd(000026) 620 Beijing Wkw Automotive Parts Co.Ltd(002662) 000 after deducting non recurring profit and loss (10000 yuan)
Basic earnings per share (yuan / share) 1.07 1.02 1.02
Diluted earnings per share (yuan / share) 1.07 0.97 0.97
Basic income per 1.04 0.99 0.99 shares after deducting non recurring profits and losses (yuan / share)
Diluted earnings per 1.04 0.94 0.94 shares (yuan / share) after deducting non recurring profits and losses scenario 3: the net profit attributable to shareholders of listed companies before / after deducting non recurring profits and losses in 2022 increased by 30% compared with the previous period
By the end of December, 2022, 2021, the project has not been converted into shares
Net profit attributable to shareholders of parent company 250 Shenzhen Sed Industry Co.Ltd(000032) 5 Shenzhen Sed Industry Co.Ltd(000032) 50000 (ten thousand yuan)
Net profit attributable to shareholders of parent company 242 Grandjoy Holdings Group Co.Ltd(000031) 4 Sany Heavy Industry Co.Ltd(600031) 46000 after deducting non recurring profit and loss (10000 yuan)
Basic earnings per share (yuan / share) 1.07 1.20 1.20
Diluted earnings per share (yuan / share) 1.07 1.14 1.14
Basic income per 1.04 1.17 1.17 shares after deducting non recurring profits and losses (yuan / share)
Diluted earnings per 1.04 1.11 1.11 shares after deducting non recurring profits and losses (yuan / share)
From the above calculation data, the convertible bonds will not have a diluted impact on the earnings per share at the time of issuance and before the conversion, and will be slightly diluted after the conversion.
However, considering that after the funds raised by convertible bonds are invested in the raised investment project, the income generated by the raised investment project will contribute to the improvement of the company’s earnings per share and the shareholder value in the long run.
In addition, after the convertible bonds are converted into shares, the company’s asset liability ratio will further decline, which is conducive to enhancing the stability of the company’s financial structure and anti risk ability.
2、 Special risk tips for diluted immediate return of this offering
After the issuance of convertible 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 bonds is generally low, under normal circumstances, the profit growth brought by the company’s use of the raised funds of convertible bonds will exceed the bond interest to be paid by the convertible bonds, and the basic earnings per share will not be diluted. If the profit growth brought by the company’s use of the funds raised by the 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. Under the condition that the company’s operating income and net profit do not immediately achieve synchronous growth, according to the above calculation, the conversion of convertible bonds into shares issued this time may lead to a decline in earnings per share in the year of conversion compared with the same period of last year, and there is a risk that the company’s performance will be diluted in the short term.
In addition, this convertible bond has a downward correction clause for the conversion price. When this clause is triggered, the company may revise the conversion price downward, resulting in an increase in the total amount of capital stock added due to this convertible bond conversion, thus expanding the market
3、 Necessity and rationality of this public offering of convertible bonds
(I) plan for the use of funds raised by this public offering of convertible bonds
The total amount of funds raised in this issuance plan shall not exceed 800 million yuan (including 800 million yuan). The specific issuance scale shall be determined by the board of directors and authorized persons of the board of directors authorized by the general meeting of shareholders within the above limit, and shall be subject to the amount approved by the regulatory department. The raised funds are used for the following items after deducting the issuance expenses: unit: 10000 yuan
No. total investment of the project invested by the raised funds proposed investment of the raised funds
1 Shao wuyonghe 1859 Tunghsu Azure Renewable Energy Co.Ltd(000040) 00000 fluorine chemical production base project of new environment-friendly refrigerants and fluoropolymers
2 Shao wuyonghe has an annual output of 10kt polyvinylidene fluoride and 3kt hexafluorocyclohexane 30
