Securities code: Shenzhen Fluence Technology Plc(300647) securities abbreviation: Shenzhen Fluence Technology Plc(300647) Announcement No.: 2022037 Shenzhen Fluence Technology Plc(300647)
On the issue of shares to specific objects in 2022 through summary procedures
Announcement of diluted immediate return and measures to fill the return and 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.
Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as "the company") deliberated and approved relevant proposals on issuing shares to specific objects through summary procedures at the 13th meeting of the third board of directors and the 13th meeting of the third board of supervisors held on March 18, 2022. After the completion of this offering, it is expected that the basic earnings per share and diluted earnings per share of the company may decline to a certain extent in the short term, and the immediate return of the company will be diluted to a certain extent in the short term. Please pay attention to investment risks.
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 the 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) of the CSRC, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, The company has carefully analyzed the possible impact of this issuance on the immediate return, and formulated specific measures to fill the return. The relevant subjects have made a commitment to the practical implementation of the company's measures to fill the return. The details are as follows:
(I) impact of diluted immediate return on the company's main financial indicators
1. Main assumptions and explanations of financial measurement
The basic information and assumptions of the impact of diluted immediate return on the company's main financial indicators are as follows:
(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 company will complete this offering at the end of June 2022. The completion time is only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators. Finally, the actual number of shares issued after the examination and approval of Shenzhen Stock Exchange and the registration and approval of China Securities Regulatory Commission shall prevail;
(3) Assuming that the total amount of funds raised by issuing shares to specific objects through simple procedures is 22 million yuan, the relevant issuance expenses are not considered temporarily; The maximum number of shares issued is 1291856 million. According to the issuance plan, the maximum number of shares issued this time shall not exceed 30% of the total share capital of 430618800 shares of the listed company before the issuance.
The above total raised funds and the number of shares issued are only estimated values, which are only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators, and do not represent the final total raised funds and the number of shares issued; The actual scale of funds raised in this offering will be finally determined according to the approval of the regulatory authorities, the subscription of the offering and the issuance expenses;
(4) 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 in 2021 are -1616664 million yuan and -1692987 million yuan respectively. Assuming that the net profit attributable to the owners of the parent company and the net profit attributable to the owners of the parent company after deducting non recurring profits and losses in 2022 are reduced by 10% respectively, which is the same as that in 2021 There are three situations in which the loss increases by 10% (this hypothetical analysis is only used to calculate the impact of the diluted immediate return of the issued shares on the company's main financial indicators, and does not constitute the company's profit forecast. 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);
(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 behaviors that will affect or potentially affect the total share capital of the company;
(7) Do not consider the ongoing equity incentive plan of the company;
(8) It is assumed that there will be no profit distribution during the calculation period;
(9) The influence of the company's future profit distribution or the conversion of capital reserve to share capital is not considered;
(10) The above assumptions are only to test the impact of the diluted immediate return of this issuance on the company's main financial indicators, do not represent the company's judgment on the operation and trend of 2022, nor constitute a profit forecast, and investors should not make investment decisions accordingly.
2. Changes in relevant financial indicators
Based on the above assumptions, the calculation results of the impact of this issuance on the company's main financial indicators are as follows:
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
Total share capital (10000 shares) 430618843061885598044
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
The total amount of funds raised in this offering is 22 million yuan
Maximum number of shares issued this time (1291856 shares)
It is estimated that the issuance will be completed in June 2022
Scenario 1: the net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses realized in 2022 will be reduced by 10%
The net profit of -1616664 -1454998 -1454998 (10000 yuan) attributable to the owner of the parent company after deducting non recurring profits and losses
Net profit of -1692987 -1523688 -1523688 belonging to the owner of the parent company (10000 yuan)
Basic earnings per share (yuan / share) -0.40 -0.34 -0.29
Diluted earnings per share (yuan / share) -0.40 -0.34 -0.29
After deducting non recurring profit and loss, the base is -0.42 -0.35 -0.31, and the earnings per share of the company (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.42 -0.35 -0.31 (yuan / share)
Weighted average return on net assets -17.59% - 15.37% - 13.77%
Weighted average return on net assets - 18.42% - 16.10% - 14.42% (deducting non recurring profits and losses) 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 are the same as those in 2021
The net profit of -1616664 -1616664 -1616664 attributable to the owner of the parent company (10000 yuan) after deducting non recurring profits and losses
Net profit of -1692987 -1692987 -1692987 belonging to the owner of the parent company (10000 yuan)
Basic earnings per share (yuan / share) -0.40 -0.38 -0.33
Diluted earnings per share (yuan / share) -0.40 -0.38 -0.33
After deducting non recurring profit and loss, the base is -0.42 -0.39 -0.34, and the earnings per share of the company (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.42 -0.39 -0.34 (yuan / share)
Weighted average return on net assets -17.59% - 17.22% - 15.42%
Weighted average return on net assets - 18.42% - 18.04% - 16.15% (deducting non recurring profits and losses) scenario 3: the net profit attributable to the owner of the parent company in 2022 and the net profit loss attributable to the owner of the parent company after deducting non recurring profits and losses increase by 10%
- 1616664 -1778330 -1778330 net profit attributable to the owner of the parent company (10000 yuan)
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
After deducting non recurring profits and losses
Net profit of -1692987 -1862286 -1862286 belonging to the owner of the parent company (10000 yuan)
Basic earnings per share (yuan / share) -0.40 -0.41 -0.36
Diluted earnings per share (yuan / share) -0.40 -0.41 -0.36
After deducting non recurring profit and loss, the base is -0.42 -0.43 -0.38, and the earnings per share of the company (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.42 -0.43 -0.38 (yuan / share)
Weighted average return on net assets -17.59% - 19.11% - 17.09%
Weighted average return on net assets - 18.42% - 20.01% - 17.90% (deducting non recurring profits and losses)
Note: the above calculation of earnings per share is 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, and the basic earnings per share and diluted earnings per share are calculated respectively.
It can be seen from the above table that after the completion of this issuance, due to the need for a certain construction cycle of the raised investment project and a certain time for the project to generate benefits, under the condition of the increase of the company's total share capital and net assets, if the company's operating conditions are not significantly improved and can not turn losses into profits in the current period, the company's earnings per share and other indicators may still have negative risks in the current period. If the company's operating conditions are significantly improved and achieve profitability, the company's earnings per share and weighted average return on net assets and other indicators will have the risk of dilution.
(II) special risk tips on diluted immediate return of this offering
After the issuance, the total share capital and net assets of the company will increase, and the use and benefits of the raised funds need a certain period. With the increase of the company's total share capital and net assets, if the company's profit has not increased by a corresponding margin, the company's immediate return in the year when the issuance is completed will be at risk of dilution. In addition, once the assumptions of the foregoing analysis or the company's operating conditions change significantly, the possibility that the current issuance will lead to changes in the dilution of the immediate return cannot be ruled out. Investors are specially reminded to invest rationally and pay attention to the risk that this issuance may dilute the immediate return.
(III) measures taken by the company to dilute the immediate return of this offering
In order to ensure the effective use of the funds raised in this offering, effectively prevent the risk of dilution of shareholders' immediate return and improve the company's sustainable return ability in the future, after the completion of this offering, the company will strengthen the promotion of raised investment projects, improve the level of corporate governance and strengthen the management of raised funds
