Securities code: Ningbo Zhenyu Technology Co.Ltd(300953) securities abbreviation: Ningbo Zhenyu Technology Co.Ltd(300953) Announcement No.: 2022021 Ningbo Zhenyu Technology Co.Ltd(300953)
On diluting the immediate return of shares issued to specific objects
Announcement of impact analysis and filling measures and commitments of relevant subjects
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.
In accordance with the provisions of relevant laws and regulations, 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 and calculated the impact of this non-public offering on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. The details are as follows:
1、 The impact of this issuance of shares to specific objects on the company's main financial indicators (I) calculation assumptions and preconditions
(1) It is assumed that there will be no significant adverse changes in the macroeconomic environment, industrial policies, industrial development trends and the company's operation in 2022.
(2) Assuming that the issuance of shares to specific objects is completed by the end of October 2022, this time is only used to calculate the impact of the diluted immediate return of this issuance, and the final time shall be subject to the actual completion time approved by Shenzhen Stock Exchange.
(3) The total amount of funds raised by this issuance of shares does not exceed 800 million yuan, and the issuance price is 82.63 yuan / share. Therefore, it is assumed that the number of shares issued this time does not exceed 9681715 shares, and the impact of issuance expenses is not considered. The final number of shares issued to specific objects and the actual amount of funds raised will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses.
(4) When predicting the total share capital of the company, based on the total share capital of 93080000 shares on December 31, 2021, only the impact of the issuance of shares to specific objects is considered, and the changes in share capital caused by the repurchase and cancellation of restricted shares, profit distribution or other factors are not considered.
(5) The impact on the company's production and operation and financial status (such as financial expenses and investment income) after the funds raised by this issuance are received will not be considered temporarily;
(6) It is estimated that the net profit attributable to the shareholders of the parent company in 2021 will be 160 million yuan. Assuming that the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 is compared with that in 2021, it is predicted in three cases: ① unchanged compared with the previous year; ② An increase of 10% over the previous year; ③ An increase of 20% over the previous year. This hypothetical analysis does not constitute a profit forecast for the company. Investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation.
The above assumptions are only used to calculate the impact of the diluted immediate return on the company's main financial indicators, do not represent the company's judgment on the future operation and trend, and do not constitute the company's profit forecast; The actual operation of the company is affected by national policies, industry development and other factors, and there is uncertainty; 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 impact of issuing shares to specific objects on the company's main financial indicators is as follows:
Project year 2021 / end of 2021 year 2022 / end of 2022
Before and after issuance
Scenario 1: 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 the same as those in 2021
Net attributable to shareholders of the parent company 16 Ping An Bank Co.Ltd(000001) 6 Ping An Bank Co.Ltd(000001) Shanghai Pudong Development Bank Co.Ltd(600000)
Profit (ten thousand yuan) after deducting non recurring profit and loss
Net profit attributable to shareholders of the parent company 16 Ping An Bank Co.Ltd(000001) 6 Ping An Bank Co.Ltd(000001) Shanghai Pudong Development Bank Co.Ltd(600000)
Profit (10000 yuan)
Basic earnings per share (yuan / share) 1.72 1.72 1.66
Diluted earnings per share (yuan / share) 1.72 1.72 1.66
1.72 1.72 1.66 after deducting non recurring profit and loss
Basic earnings per share (yuan / share)
1.72 1.72 1.66 after deducting non recurring profit and loss
Diluted earnings per share (yuan / share)
Weighted average return on net assets 12.28%, 10.34%, 8.51%
(%) after deducting non recurring profit and loss
Average return on equity 12.28%, 10.34%, 8.51%
(%) scenario 2: 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 increased by 10% compared with 2021
Net attributable to shareholders of the parent company 16 Ping An Bank Co.Ltd(000001) 76 Shenzhen China Bicycle Company (Holdings) Limited(000017) 60000
Profit (10000 yuan)
16 Ping An Bank Co.Ltd(000001) 76 Shenzhen China Bicycle Company (Holdings) Limited(000017) 60000 after deducting non recurring profits and losses
Net profit attributable to shareholders of the parent company (10000 yuan)
Basic earnings per share (yuan / share) 1.72 1.89 1.83
Diluted earnings per share (yuan / share) 1.72 1.89 1.83
1.72 1.89 1.83 basic earnings per share after deducting non recurring profits and losses (yuan / share)
Diluted earnings per share of 1.72 1.89 1.83 after deducting non recurring profits and losses (yuan / share)
Weighted average return on net assets 12.28%, 11.32%, 9.32% (%) after deducting non recurring profits and losses
Assumption 3: the company's 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 increased by 20% compared with 2021
Net profit of 16 Ping An Bank Co.Ltd(000001) 92 Shenzhen Cereals Holdings Co.Ltd(000019) 20000 attributable to shareholders of the parent company (10000 yuan) after deducting non recurring profits and losses
Net profit attributable to shareholders of the parent company 16 Ping An Bank Co.Ltd(000001) 92 Shenzhen Cereals Holdings Co.Ltd(000019) 20000 (RMB 10000)
Basic earnings per share (yuan / share) 1.72 2.06 1.99
Diluted earnings per share (yuan / share) 1.72 2.06 1.99
1.72 2.06 1.99 basic earnings per share after deducting non recurring profits and losses (yuan / share)
Diluted earnings per share of 1.72 2.06 1.99 after deducting non recurring profits and losses (yuan / share)
Weighted average return on net assets 12.28% 12.28% 10.12% (%) after deducting non recurring profits and losses
Average return on equity 12.28% 12.28% 10.12% (%)
Note 1: the annual report of 2021 has not been announced yet. This data is the expected performance and does not constitute a profit forecast;
Note 2: the earnings per share index is calculated in accordance with the relevant 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.
(III) risk tips for diluting the immediate return of shares issued to specific objects this time
After the funds raised from this offering are in place, the total share capital and net assets of the company will increase. If the net profit of the company fails to achieve a corresponding increase, the operating efficiency of the company cannot be fully improved in the short term. In the case of increased share capital, the basic earnings per share and diluted earnings per share in the short term and the basic earnings per share and diluted earnings per share after deducting non recurring profits and losses will decline to a certain extent.
Investors are hereby reminded to pay attention to the risk that the issuance of shares to specific objects may dilute the immediate return. The company will continuously disclose the completion of the measures to fill the immediate return and the performance of the commitments of the relevant commitment subjects in the periodic report.
2、 The necessity and rationality of issuing shares to specific objects this time
This investment project of raising funds to specific objects complies with relevant national industrial policies and the overall strategic development direction of the company, and is conducive to enhancing the core competitiveness and sustainable operation ability of the company. For the analysis of the necessity and rationality of issuing shares to specific objects this time, please refer to "section III feasibility analysis of the board of directors on the use of the raised funds" in the plan for issuing shares to specific objects Ningbo Zhenyu Technology Co.Ltd(300953) to specific objects.
3、 The relationship between the investment project of the raised funds and the existing business of the company, as well as the reserves of the company in terms of personnel, technology, market, etc
(I) the relationship between the fund-raising project and the existing business
The company is a high-tech enterprise specializing in the R & D, design, production and sales of precision progressive stamping dies and downstream precision structural parts. The company has rich experience in the development of precision progressive stamping dies and a complete manufacturing system. With the design and development of precision progressive stamping dies as the core, the company provides customized precision progressive stamping dies for household appliance manufacturers, automobile and industrial control manufacturers all over the world. At the same time, based on the stamping die designed and developed by ourselves, the company provides customers with precision structural parts products, which are widely used in home appliances, new energy lithium batteries, automobiles, industrial control and other industries.
The total amount of funds raised from this issuance to specific objects does not exceed RMB 800 million (including this amount), which will be used to supplement working capital and repay bank loans after deducting the issuance expenses. The raised funds are conducive to the improvement of the company's solvency and a more stable asset liability structure; It helps to optimize the company's capital structure, enhance its financial strength, and provide strong financial support for the company to further expand its business scale and continuously promote its development strategy, so as to gradually improve the company's profitability.
(II) the company's reserves in terms of personnel, technology, market and other aspects of the projects invested by raising funds. After deducting the issuance expenses, all the funds raised by the company in this issuance will be used to supplement working capital and repay bank loans, aiming to improve the company's financial situation and capital structure, reduce financial risks and lay a foundation for the company's rapid development in the future. The repayment of bank loans for the investment projects raised by this issuance does not involve the relevant reserves in terms of personnel, technology and market. The supplementary working capital is mainly used in the daily business activities of the company. The relevant reserves are as follows:
1. Personnel
The company has a highly educated and high-quality technical development team. The core personnel have accumulated profound professional knowledge and rich practical experience in the field of precision mold and structural parts manufacturing, and have strong foresight in the judgment of market direction and technical route.
2. Technical aspects
With many years of production experience, the company has mastered a large number of practical cases of medium and high-end precision progressive stamping die design, and accumulated a deep understanding of the production mode, production environment and technical requirements of downstream customers through synchronous development. Over the years, the company has participated in the synchronous development of high-efficiency and energy-saving new products of dozens of downstream household appliances or motor leading enterprises.
The company entered the manufacturing field of motor iron core downstream of precision progressive stamping die in 2013. After years of exploration and experience accumulation of large-scale production and continuous innovation and R & D investment, the company has accumulated rich experience in production process, manufacturing process and reliability design, and the company has a reserve of core technology of motor iron core stamping. The company entered the field of precision structural parts of power lithium battery in 2015. Relying on its own advantages in mold development, experience in large-scale production of iron core stamping and rich experience in R & D
