Bond Code: Yongding securities No.: Jiangsu Etern Company Limited(600105) Announcement No.: Yongding securities No.: 6008
Jiangsu Etern Company Limited(600105)
Announcement on the filling measures for diluting the immediate shareholder income by non-public offering of shares and the commitments of relevant subjects (Revised Draft)
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.
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) 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) issued by the CSRC, in order to protect the right to know of small and medium-sized investors To safeguard the interests of small and medium-sized investors, the company carefully analyzed the impact of this non-public offering of shares on the dilution of immediate return, and put forward the measures to be taken to fill the return. The details are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
(I) main assumptions and premises of the analysis
In order to analyze the impact of this non-public offering on the relevant financial indicators of the company, combined with the actual situation of the company, the following assumptions are made:
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and market conditions of the company;
2. It is assumed that the non-public offering of shares will be completed in September 2022. This 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 of the offering after the approval of the CSRC;
3. Assuming that the total amount of funds raised by this non-public offering of shares is 1005 million yuan (excluding the impact of issuance expenses), It is assumed that the final number of shares issued in this non-public offering is 423316813 shares (the final number of shares issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders, the approval of the CSRC and the issuance);
4. According to the company’s report for the third quarter of 2021, the net profit attributable to the shareholders of the listed company in the third quarter of 2021 was 1408632 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 122552 million yuan. It is assumed that the net profit attributable to the shareholders of the listed company in 2021 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses are annualized based on the above indicators in the third quarter of 2021 (this hypothetical analysis 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 non-public offering on the main indicators, and investors should not make investment decisions accordingly);
5. The impact of the use of funds raised from this non-public offering on the company’s production and operation and financial status (such as operating income, financial expenses and investment income) is not considered;
6. Other factors that may lead to the change of the company’s total share capital in 2022 other than this issuance are not considered;
7. It is assumed that the owner’s equity attributable to the parent company at the end of 2021 = the owner’s equity attributable to the parent company at the beginning of 2021 + the net profit attributable to the shareholders of the parent company in 2021 – the cash dividend in 2020 + the total amount of funds raised by this non-public offering; It is assumed that the calculation method of 2022 is consistent with that of 2021;
8. According to the resolution of the company’s 2020 annual general meeting of shareholders, in view of the negative net profit attributable to the shareholders of the parent company in 2020, the company will not distribute profits or convert capital reserve into share capital in 2020. It is assumed that there will be no profit distribution in 2021;
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 two situations: 1) the same as that in 2021; 2) An increase of 10% over 2021.
The above assumptions are only 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 judgment of the company’s 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) 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 such as earnings per share and return on net assets, as follows:
2021 / December 31, 2022
Project / December 31, 2021
Before and after this issue in Japan
Total share capital (shares) 141105406314110560441834372857
The total amount of funds to be raised this time (10000 yuan) is 10050000
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 listed company (RMB 1878176)
Net profit attributable to the listed company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.135 0.133 0.124
Diluted earnings per share (yuan / share) 0.135 0.133 0.124
Basic earnings per share after deducting non recurring profits and losses 0.012 0.012 0.011 (yuan / share)
Diluted earnings per share of 0.012 0.012 0.011 after deducting non recurring profits and losses (yuan / share)
Weighted average return on net assets 6.69%, 6.27%, 5.79%
After deducting non recurring profit and loss, the weighted average net return on assets is 0.58%, 0.55%, 0.50%. Assumption 2: the net profit before / after deducting non recurring profit and loss attributable to the owner of the parent company in 2022 increases by 10% compared with that in 2021
Net profit attributable to the listed company (rmb187817620659.94 yuan)
Net profit attributable to the listed company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 0.135 0.146 0.136
Diluted earnings per share (yuan / share) 0.135 0.146 0.136
Basic earnings per share after deducting non recurring profits and losses 0.012 0.013 0.012 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.012 0.013 0.012 (yuan / share)
Weighted average return on net assets 6.69%, 6.88%, 6.35%
After deducting non recurring profit and loss, the weighted average return on net assets is 0.58%, 0.60%, 0.55%
According to the above calculation, after the completion of this non-public offering, the total share capital of the listed company will increase significantly.
It takes a certain process and time from the implementation of the investment project with raised funds to the expected benefits. With the increase of the company’s total share capital and net assets, the company’s earnings per share and weighted average return on net assets before deducting non recurring profits and losses may decline to a certain extent in the short term. There is a risk that the company’s immediate return (earnings per share and other financial indicators) will be diluted after the raised funds are in place. Investors are hereby reminded to pay attention to the risk that the non-public offering of shares may dilute the immediate return.
2、 Risk tips on diluted immediate return of this non-public offering
After the funds raised from this non-public offering are in place, the total share capital and net assets of the company will increase accordingly. As the construction and implementation of the raised investment projects require a certain time cycle, the company’s financial indicators such as return on net assets and earnings per share before deducting non recurring profits and losses may decline to a certain extent in the short term, and there is a risk that the shareholders’ immediate return will be diluted, Investors are hereby reminded to pay attention.
At the same time, in the process of calculating the dilution impact of this issuance on the immediate return, the hypothetical analysis of the company’s net profit attributable to the shareholders of the listed company in 2021 and 2022 is not the company’s profit forecast. The specific measures to fill the return formulated to deal with the risk of dilution of the immediate return are not equal to ensuring the company’s future profits, and investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors.
3、 Necessity and rationality of this non-public offering
The necessity and rationality of this non-public offering are detailed in “section II feasibility analysis of the board of directors on the use of the raised funds” of the plan for non public development of shares in Jiangsu Etern Company Limited(600105) 2021 (Revised).
4、 The relationship between the project invested by the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) relationship between the raised investment project and the company’s existing business
The fund-raising investment project extends the industrial chain around the company’s existing core main industry optical communication industry, complements and strengthens the existing cable business, improves the company’s product structure, helps the company to explore new business growth points, tamps the R & D and technical foundation for the company’s future strategic development, increases the company’s capital strength and optimizes the asset structure, It is of great significance to the sustainable development of the company’s existing business. After the completion of this non-public offering, the company’s main business will not change significantly, and the company’s assets and business scale will be further expanded. (II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
The company has national innovation platforms such as national enterprise technology center and post doctoral scientific research workstation, which have gathered a large number of excellent innovation talents for the company. The company has rich talent reserves, has a mature and stable project R & D team, and has strong R & D, promotion and application ability of optical communication technology related technologies. At the same time, in order to ensure the smooth development of the project, the company will also expand the project team by combining introduction and training, increase the number of talents in the existing professional direction, and introduce talents in other professional directions such as process, material structure analysis and testing. Therefore, the rich technology R & D reserves and talent reserves have laid a solid foundation for the smooth implementation of the project. 2. Technical reserve
After years of technology research and development accumulation, the company has rich technical reserves in the preparation of cables, special cables, superconducting power and other products, and has 31 patents and a number of non patented technologies, which has laid a solid technical foundation for the development of submarine cables and high-voltage land cables of the project.
In addition, the company has been deployed in the field of optical components of the carrier network for many years, has a certain R & D foundation and technical accumulation in optical chips, and has formed a number of independent intellectual property rights and R & D technical achievements. At present, the company has formed a business system of various communication products, including passive components such as AWG, WDM, optical switch, FSI, 25g color optical module, 10g / 100g optical module, etc, It has the capacity of large-scale production management of a number of products and provides rich technical reserves for the production of subsequent related products.
3. Market reserve
The company has been deeply engaged in the field of optical fiber and optical cable for many years and has rich industry experience. With large production scale, stable product quality and perfect after-sales system, It has been rated as “top ten enterprises with the most comprehensive competitiveness in China’s optical communication” and “top ten enterprises with the most competitive optical fiber and optical cable in China” by the Asia Pacific Optical Communication Commission and the Network Telecommunications Information Research Institute for 14 consecutive years, as well as the governor’s Quality Award of Jiangsu Province in 2019. With the “comprehensive solution of wavelength division multiplexer in 5g forward transmission network”
