Securities code: 002897 securities abbreviation: Wenzhou Yihua Connector Co.Ltd(002897) Announcement No.: 2022-005
Wenzhou Yihua Connector Co.Ltd(002897)
Diluted immediate return on non-public offering of shares and filling measures
Announcement of commitments of relevant entities
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) 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) and other laws and regulations, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of the diluted immediate return on the main financial indicators of the non-public offering of shares, and formulated specific measures to fill the return. The relevant subjects have made commitments that the company's measures to fill the return can be effectively implemented, as follows:
1、 Impact of this non-public offering on the company's main financial indicators
(i) Hypothetical premise
1. It is assumed that there is no significant adverse change in the macroeconomic environment and securities market, and there is no significant adverse change in the company's business environment;
2. Assuming that the company's non-public offering is completed in June 2022, the completion time is only used to calculate the impact of the diluted immediate return of the non-public offering on the company's financial indicators, and the final time shall be subject to the actual completion time after being approved by the CSRC;
3. The upper limit of the total funds raised by this non-public offering of shares is 1077410900 yuan (including this number) (regardless of the impact of issuance expenses), and the upper limit of the number of shares issued is 51201600 shares (including this number). The actual amount of funds raised from the non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance and subscription, and the issuance expenses;
4. The above total raised funds and issued quantity are only estimated values and do not represent the final total raised funds and issued quantity;
5. When predicting the number of ordinary shares to be issued at the end of the period, based on the total number of 170672000 shares of capital stock as of the announcement date of the plan before the issuance, only the impact of the non-public issuance of shares is considered, and other factors are not considered to lead to the change of capital stock;
6. From January to September 2021, the net profit attributable to the shareholders of the parent company was 107.7576 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was 98.2916 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 four-thirds of that from January to September 2021 respectively (this assumption does not represent the company's judgment on the operation situation and trend in 2021 and does not constitute the company's profit forecast);
7. It is assumed that the amount of cash dividends in 2022 is consistent with that in 2021, both of which are RMB 17.0672 million, and the implementation is completed in May of the current year, without giving shares or converting capital reserve into share capital;
8. It is assumed that the net profit attributable to the owners 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 respectively according to the three scenarios of flat, growth of 10% and growth of 20% on the basis of 2021;
9. This assumption is only for the purpose of calculation and does not represent the company's judgment on the operation situation and trend in 2022, nor does it constitute the company's profit forecast. Investors should not make investment decisions based on this;
10. The impact of other non recurring profits and losses and force majeure factors on the company's financial situation is not considered;
11. The impact on the company's operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received is not considered.
（2） Impact on main financial indicators
Based on the above assumptions, the company has calculated the impact of this non-public offering on the main current income indicators, as follows:
Project year 2021 / year 2022 / December 31, 2022
/2021.12.31 before and after this offering
Total share capital at the end of the period (10000 shares) 17067.2017067.2022187.36
Number of non-public additional shares (5120.16 shares)
Project year 2021 / year 2022 / December 31, 2022
/2021.12.31 before and after this offering
Assumption 1: the net profit attributable to shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is the same as that in 2021
Net profit attributable to the parent company (10000 yuan) 143676914367.6914367.69
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.840.840.73
Diluted earnings per share (yuan / share) 0.840.840.73
After deducting non recurring profits and losses, the basic earnings per share is 0.770.770.67 yuan / share
Diluted earnings per share after deducting non recurring profits and losses of 0.770.770.67 yuan / share
Assumption 2: the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is 10% higher than that in 2021
Net profit attributable to the parent company (10000 yuan) 143676915804.4515804.45
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.840.930.81
Diluted earnings per share (yuan / share) 0.840.930.81
After deducting non recurring profits and losses, the basic earnings per share is 0.770.840.73 yuan / share
Diluted earnings per share after deducting non recurring profits and losses of 0.770.840.73 yuan / share
Assumption 3: the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is 20% higher than that in 2021
Net profit attributable to the parent company (10000 yuan) 143676917241.2217241.22
Net profit attributable to shareholders of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.841.010.88
Diluted earnings per share (yuan / share) 0.841.010.88
After deducting non recurring profits and losses, the basic earnings per share is 0.770.920.80 yuan / share
After deducting non recurring profits and losses, the diluted earnings per share is 0.770.920.80 (yuan / share). Note: the basic earnings per share and diluted earnings per share are calculated in accordance with the 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 non-public offering
After the completion of this non-public offering, the scale of the company's share capital and net assets will increase. As it takes a certain time to implement the investment projects with raised funds and generate economic benefits, the company's earnings per share index will decline in a short time, and there is a risk that the immediate return will be diluted. However, with the gradual realization of the benefits of raising funds, this situation will be improved one by one. The company hereby reminds investors to pay attention to the risk that this non-public offering may dilute the immediate return.
3、 Necessity and rationality of this non-public offering
The necessity and rationality of this non-public offering are detailed in the feasibility analysis report on the use of funds raised by non-public development banks A-Shares in Wenzhou Yihua Connector Co.Ltd(002897) 2022 disclosed by the company on the same day. 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
1. Tianjin photovoltaic support core component production base construction project
At present, the company has mature TTU pipeline and purlin production lines, and relevant technologies and production processes have been industrialized. The company's non-public offering of shares of the Tianjin photovoltaic support core component production base construction project, the products are applied to the company's photovoltaic support business line, which belongs to the capacity expansion of the company's existing products. The construction of the project will help the company seize the development opportunity of the rapid growth of downstream market demand, improve the production capacity of the core components of the company's photovoltaic support, and further improve the company's own profitability.
2. Yueqing photovoltaic support core component production base construction project
The company's stamping rail and Siasun Robot&Automation Co.Ltd(300024) welding BHA product line has been industrialized and widely recognized by the market and customers. The Yueqing photovoltaic support production base construction project of the company's non-public offering of shares will expand the production scale of stamping rail and Siasun Robot&Automation Co.Ltd(300024) weldment BHA products, realize the mass production of photovoltaic tracking support controller, enrich the company's product structure and further improve the market share while maintaining the existing market.
3. Full scene application R & D and experimental base construction project of photovoltaic support
Through the construction of photovoltaic support system, BIPV plant, photovoltaic ecological experimental platform and centralized control center, the project plans to conduct pre research and reserve of cutting-edge technologies and products in the company's core business fields, so as to improve the company's comprehensive innovation and R & D capability. The implementation of this project will help the company to promote the R & D innovation and application promotion of photovoltaic support products, expand the application scenarios of photovoltaic support products, better realize the product application display and promotion, provide effective data support for subsequent product test and photovoltaic support product development, and improve R & D efficiency, so as to continuously strengthen the company's innovation and R & D ability and core competitiveness.
（2） Reserves of personnel, technology, market, etc. of the company engaged in fund-raising projects
1. Personnel reserve
The company attaches great importance to the introduction of high-quality talents and the R & D of innovative technologies. At present, the company's R & D technical team includes overseas high-end talents and R & D professionals in the photovoltaic industry, including an international professional R & D and business team with rich work experience. The team members have many years of practical experience in R & D and production in the development, application, commissioning and maintenance of photovoltaic supports, which provides an important talent foundation for the R & D and mass production of subsequent photovoltaic support related products.
2. Technical reserve
Since its establishment, the company has always adhered to the technology development strategy of combining new product development and innovation with production and manufacturing technology innovation. In recent years, the company has continuously increased R & D investment and continuously promoted the improvement of the performance, production process and management system of the core components of photovoltaic support products. At the same time, the company has conducted in-depth research on the high standard, high utilization, low cost and high efficiency of photovoltaic support products, and in the flexibility and application of driving unit
