Securities code: 300655 securities abbreviation: Crystal Clear Electronic Material Co.Ltd(300655) Announcement No.: 2022-006 bond Code: 123031 bond abbreviation: Jingrui convertible bond
Bond Code: 123124 bond abbreviation: jingruizhuan 2
Crystal Clear Electronic Material Co.Ltd(300655)
Announcement on the issuance of shares to specific objects in 2021 through summary procedures, diluted immediate return, filling measures and commitments of relevant subjects (Second 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.
Important:
The following information about the company's main financial indicators after the issuance of shares to specific objects in a simple procedure does not constitute the company's profit forecast, and the measures to fill in the return do not guarantee the company's future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation.
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 requirements of several 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) issued by the CSRC, Crystal Clear Electronic Material Co.Ltd(300655) (hereinafter referred to as "the company" or " Crystal Clear Electronic Material Co.Ltd(300655) ") has analyzed the possible impact on the common shareholders' equity and immediate return after the issuance of shares to specific objects in a simple procedure, put forward relevant measures to fill the return in combination with the actual situation, and the relevant subjects have made a commitment to the practical implementation of the measures to fill the return. The details are as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(i) Hypothetical conditions
1. It is assumed that there are no significant adverse changes in the macroeconomic environment and the industry in which the company is located;
2、 It is assumed that the offering will be completed in February 2022 (the completion time is only used to calculate the impact of the offering on the spot 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 and cause losses, the company will not be liable for compensation. Finally, the actual completion time after the issuance is approved by the CSRC shall prevail) ；
3. The number of shares issued this time is 5810032, and the total amount of funds raised is 241000127.36 yuan. The relevant issuance expenses are not considered temporarily. The number of shares issued this time and the completion time of the issuance are only estimates, and the final number of shares registered and issued by the CSRC and the actual completion time of the issuance shall prevail;
4. In 2020, the net profit attributable to the shareholders of the parent company and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are 76.9501 million yuan and 44.1283 million yuan respectively. 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 will be 0%, 50% and 50% on the basis of 2020 The performance increase of 80% is calculated separately (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 bear compensation liability for losses caused by investors);
5. The impact of this issuance on other production, operation and financial conditions of the company (such as financial expenses and investment income) is not considered;
6. It is assumed that except for this issuance, the company will not carry out other acts that will have an impact or potential impact on the total share capital of the company;
7. When predicting the net assets of the company after this issuance, the impact of other factors other than raised funds, net profits and cash dividends on the net assets is not considered; Other factors affecting the number of shares, such as the conversion of the company's provident fund into share capital and dividends, are not considered;
8. 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 the profitability and cash dividends in 2021, nor the company's judgment on the operation and trend in 2021.
（2） Impact on main indicators of the company
Based on the above assumptions, the company calculated the impact of diluting the immediate return by issuing shares to specific objects in a simple procedure on the company's main financial indicators under different profit assumptions, as shown in the following table:
Project 2020 / 2020 122021 / December 31, 2021
Before and after issuance on December 31
Total share capital (10000 shares) 33975.2833975.2834556.28
Scenario 1: the net profit in 2021 will not increase compared with that in 2020
Net profit attributable to the owner of the parent company: 7695.017695.0176950100 yuan
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 0.240.240.24
Diluted earnings per share (yuan / share) 0.240.240.24
After deducting non recurring profits and losses, the basic income per share is 0.140.140.14 yuan / share
After deducting non recurring profits and losses, the diluted earnings per share is 0.140.140.14 yuan / share. Scenario 2: the net profit in 2021 is 50% higher than that in 2020
Net profit attributable to owners of the parent company: 7695.011542.511154251 (RMB 10000)
Net profit attributable to owners of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.240.370.36
Diluted earnings per share (yuan / share) 0.240.360.36
After deducting non recurring profits and losses, the basic income per share is 0.140.210.21 yuan / share
After deducting non recurring profits and losses, the diluted earnings per share is 0.140.210.21 yuan / share. Scenario III: the net profit in 2021 is 80% higher than that in 2020
Net profit attributable to the owner of the parent company: 7695.0113851.021385102 yuan
Net profit attributable to the owners of the parent company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share (yuan / share) 0.240.440.44
Diluted earnings per share (yuan / share) 0.240.440.44
After deducting non recurring profits and losses, the basic income per share is 0.140.250.25 yuan / share
After deducting non recurring profits and losses, the diluted earnings per share was 0.140.250.25 yuan / share
Note:
1. The basic earnings per share and diluted earnings per share are calculated in accordance with the provisions of 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);
2. Consider the retroactive impact of the 2020 equity distribution plan implemented in 2021 on the share capital.
2、 Risk tips for diluted immediate return of this offering
After the funds raised from this issuance are in place, the total share capital and net assets of the company will increase to a certain extent, which will have a certain dilution effect on the shareholding ratio of the original shareholders and the earnings per share of the company. In addition, if the investment project of the company's raised funds in this issuance fails to achieve the expected benefits, resulting in the corresponding growth of the company's future business scale and profit level, the company's financial indicators such as earnings per share and return on net assets will decline to a certain extent.
Investors are hereby reminded to pay attention to the risk that the issuance of shares may dilute the immediate return.
3、 Necessity and rationality of this financing
(i) Technical transformation project of semiconductor grade high purity sulfuric acid for ultra large scale integrated circuits with an annual output of 90000 tons of Yangheng chemical industry (phase II)
1. Necessity of raising funds to invest in projects
(1) Meet the needs of high-quality economic development in the new era and promote the integrated circuit industry to rise to the high end
In the process of rapid economic growth in the past, the wet electronic chemical industry has basically solved the problem of "whether there is" in the development of the industry. In today's era of high-quality development, the wet electronic chemical industry needs to focus on solving the problem of "good or bad" development. At present, the main challenge facing the development of China's wet electronic chemicals industry is the low quality, especially there is still a large gap with developed countries in key technologies and product quality.
Crystal Clear Electronic Material Co.Ltd(300655) taking independent innovation as the first driving force to achieve high-quality development, under the situation of continuous emergence of new technologies, new products and new business forms and increasingly fierce international economic competition, the company continued to invest in R & D on a large scale, and mastered ultra-pure hydrogen peroxide, ultra-pure nitric acid, ultra-pure hydrochloric acid, ultra-pure ammonia, photoresist, developer, stripping solution Etching solution and other production processes and their key core technologies, among which ultra pure wet chemicals have reached the international leading level.
(2) The company expands the varieties of semiconductor high-purity reagents to enhance its competitiveness
Crystal Clear Electronic Material Co.Ltd(300655) at present, the production of semiconductor grade hydrogen peroxide and ammonia products has reached the international advanced level. In order to increase the varieties of semiconductor grade high-purity sulfuric acid products, we have acquired the equity of Jiangsu Yangheng Chemical Co., Ltd. and cooperated with Japan Mitsubishi Chemical Co., Ltd. (hereinafter referred to as "Mitsubishi Chemical") to use the advanced technology and equipment of Mitsubishi Chemical Based on the high-quality raw materials and supporting utilities of Yangheng chemical and the company's management experience in producing high-quality electronic chemicals, Yangheng chemical produces high-quality semiconductor grade high-purity sulfuric acid to replace imported sulfuric acid and provide high-quality semiconductor grade high-purity sulfuric acid for customers at home and abroad. The project is expected to produce greater economic and social benefits and contribute to the development of national information technology industry.
2. Feasibility of investment projects with raised funds
(1) Good technical foundation
In terms of technical transformation projects of semiconductor grade high-purity sulfuric acid, the company has advanced and reliable technology, which can realize automatic production control. The project adopts Mitsubishi Chemical semiconductor grade high-purity sulfuric acid production technology and equipment, and uses Mitsubishi Chemical's advanced technology and equipment, Yangheng chemical's high-quality raw materials and supporting utilities for production. The product has been in Mitsubishi Chemical's safe production for many years, and the process is mature and stable. DCS automatic control system and SIS safety instrument control system are designed according to relevant requirements, and corresponding safety measures are taken. The target market of the project is mainly the Chinese market, especially the economically developed regions such as South China, Beijing Tianjin Hebei and East China. The construction of the project can better meet the market demand, expand the market share of products and improve the influence of the company.
(2) With raw material advantages
The project is located at No. 8, Xiangjiang Road, new chemical materials Industrial Park, Changjiang town (Rugao port area), Rugao City, Nantong, Jiangsu Province. The park has good transportation, safety, environment and other advantages, and has a high degree of supporting raw materials and utilities. The raw materials required for the project include sulfur trioxide gas, steam and pure water, which can be transported by pipeline from the company's factory in the park.
(3) Have customer resource base
With the continuous growth of downstream market demand, with strong R & D strength and outstanding product advantages, the company has obtained the certification of downstream customers, developed and maintained a large number of high-quality customers at home and abroad, built a high-quality business platform, and laid a good foundation for the sustainable development of the company. The company's customers include leading enterprises in their respective fields. Successfully entering the supply chain of excellent customers is the embodiment of the company's technical strength and lays a good customer foundation for the company's further development in the future.
(4) The effective operation of the existing phase I project provides a basic guarantee for the smooth implementation of phase II project
In June 2020, the company launched the technological transformation project of semiconductor grade high-purity sulfuric acid (phase I) with an annual output of 90000 tons for ultra large scale integrated circuits of Yangheng chemical industry. After trial production and commissioning, the metal impurity content of the company's semiconductor grade high-purity sulfuric acid products is less than 10ppt, reaching the G5 level, and the quality has reached the first echelon level in the same industry in the world. The product technical indicators can meet the requirements of all current advanced integrated circuit technology nodes, which is in line with the company's expectations. At present, the public
