Securities code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) securities abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Announcement No.: 2022017 Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Announcement on diluting immediate return and filling measures for issuing A-Shares to specific objects and commitments of relevant subjects
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Special tips:
The calculation and prediction of the company’s financial indicators in this announcement do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast. The specific measures to fill the return formulated to deal with the risk of dilution of the immediate return do not guarantee the company’s future profits. 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. Please pay attention to it. According to the relevant requirements of 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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [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), In order to protect the interests of small and medium-sized investors, Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company” or “the company”) analyzed the impact of diluting the immediate return of A-Shares issued to specific objects on the main financial indicators and put forward specific measures to fill in the return. The relevant subjects made a commitment that the company’s measures to fill in the return can be effectively implemented. The details are as follows:
1、 The impact of diluting the immediate return on the company’s main financial indicators by issuing shares to specific objects
The company plans to issue no more than 44803763 shares (including this number) to specific objects, and the scale of funds raised is no more than 6068 million yuan. After the issuance, the total share capital and net assets of the company will increase significantly.
Based on the above situation, according to the number of shares issued and the upper limit of the raised funds, the company calculated the impact of the diluted immediate return on the company’s main financial indicators.
1. Main assumptions and preconditions
(1) It is assumed that there are no major adverse changes in the macroeconomic environment, industry development, securities industry, product market and the company’s business environment.
(2) It is assumed that the issuance will be completed by the end of June 2022 (this assumption is only used to analyze the impact of the diluted immediate return of the issuance of shares to specific objects on the company’s main financial indicators, and does not constitute a judgment on the actual completion time of the issuance of shares to specific objects). The final completion time shall be subject to the actual completion time of the issuance after the CSRC agrees to register.
(3) According to the annual report of the company in 2021, the net profit attributable to the owners of the parent company in 2021 was 910413 million yuan, and the net profit attributable to the owners of the parent company after deducting non recurring profits and losses was 8082466 million yuan. 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 increased by 20% respectively compared with 2021 Growth of 30% and 40%. This assumption is only used to calculate the impact of the diluted immediate return of shares issued to specific objects on the main financial indicators. It does not represent the company’s judgment on the future operation and trend, nor does it constitute a profit forecast for the company.
(4) Assuming that the total amount of funds raised from the issuance of shares to specific objects is 6068 million yuan (including this amount), the actual scale of funds raised will be finally determined according to the approval of regulatory authorities, issuance and subscription, issuance expenses and other conditions.
(5) It is assumed that the number of shares issued to specific objects this time is 44803763 (including this number). (6) When predicting and calculating the relevant data and indicators in 2022, only the impact of the issuance of shares to specific objects and net profit is considered, the impact of repurchase, unlocking and dilution of restricted shares granted, and the impact of equity distribution and other factors are not considered.
(7) The impact of other non recurring profits and losses and force majeure factors on the company’s financial situation is not considered. (8) It is assumed that 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.
2. Impact Analysis on the company’s main financial indicators
Based on the above assumptions, the impact of diluted immediate return on the company’s main financial indicators is shown in the table below:
Project December 31, 2021 December 31, 2022 / year (E) of 2022 / before and after this issuance in 2021
Total share capital (10000 shares) 4480376320 4480376320 4928413952
Total amount of funds raised in this offering (RMB 60680000)
Maximum number of shares issued this time (448037632 shares)
It is estimated that the issuance will be completed in June 2022
Project December 31, 2021 December 31, 2022 / year (E) of 2022 / before and after this issuance in 2021
Scenario 1: the net profit attributable to the parent company before and after non deduction in 2022 increased by 20% year-on-year
Net profit attributable to shareholders of listed company: 911041310932496 (RMB 10932496)
Net profit attributable to shareholders of the listed company after deducting non 808246696989599698959 recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 2.06 2.44 2.32
Diluted earnings per share (32.01 yuan / share)
After deducting non recurring profit and loss, the basic earnings per share is 1.82 2.16 2.06 yuan / share
After deducting non recurring profits and losses, diluted earnings per share of 1.79 2.16 2.06 (yuan / share) scenario 2: the net profit attributable to the parent company before and after deducting non recurring profits and losses in 2022 increased by 30% year-on-year
Net profit attributable to shareholders of the listed company 911041311843537 (RMB 10000)
Net profit attributable to shareholders of listed companies after deducting non 80824661050720610507206 recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 2.06 2.64 2.52
Diluted earnings per share (yuan / share) 2.01 2.64 2.52
After deducting non recurring profit and loss, the basic earnings per share is 1.82 2.35 2.23 yuan / share
Scenario 3 of diluted earnings per share of 1.79 2.35 2.23 (yuan / share) after deducting non recurring profits and losses: the net profit attributable to the parent company before and after deducting non recurring profits and losses increased by 40% year-on-year in 2022
Net profit attributable to shareholders of the listed company 911041312754579 (RMB 12754579)
Net profit attributable to shareholders of listed companies after deducting non 80824661131545311315453 recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 2.06 2.85 2.71
Diluted earnings per share (yuan / share) 2.01 2.85 2.71
After deducting non recurring profit and loss, the basic earnings per share is 1.82 2.53 2.41 yuan / share
Diluted earnings per share of 1.79 2.53 2.41 (yuan / share) after deducting non recurring profits and losses note: the above indicators are 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.
2、 Risk tips for diluted immediate return of this offering
After the funds raised in this offering are in place, the total share capital and net assets of the company will increase accordingly. Due to the certain construction period of the investment project with raised funds, the expected benefits cannot be realized in the short term, so the growth rate of the company’s net profit may be lower than that of net assets and total share capital in the short term. It is expected that the company’s financial indicators such as earnings per share and weighted average return on net assets will decline to a certain extent after this offering, There is a risk that the immediate return of shareholders will be diluted.
Investors are hereby reminded to pay attention to the risk that this offering may dilute the immediate shareholder return.
3、 The necessity and rationality of issuing shares to specific objects this time
The investment project of the raised funds will help the company expand its business scale, improve its industry status, and enhance its core competitiveness and profitability. The investment project of the raised funds complies with the relevant national industrial policies, the development trend and future development strategy of the company’s industry, has good market prospects and economic benefits, and is in line with the interests of the company and all shareholders of the company. The necessity and rationality of issuing shares to specific objects are detailed in “section II feasibility analysis of the board of directors on the use of the raised funds” of this plan.
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
1. The relationship between the investment project of the raised funds and the existing business of the company
The company is mainly engaged in the R & D, production and sales of lithium battery cathode materials and their precursors. All the funds raised by this issuance are invested in the company’s existing main business. This investment project belongs to the capacity expansion and industrial chain extension project of the company’s core products. It is an important layout made by the company to comply with the industrial development trend and respond to the expanding product demand of downstream customers, which is conducive to expanding the business scale, consolidating the company’s market position and promoting the sustainable development of the company.
2. The company’s reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
The investment projects of the raised funds in this issuance have been demonstrated in detail. The company has made full preparations in terms of personnel, technology and market. The company has the comprehensive execution ability of the project invested with raised funds. For details, see “II (/ I) / 3, feasibility of project implementation” of “section II feasibility analysis of the board of directors on the use of raised funds”.
5、 Measures taken by the company to dilute the immediate return of this offering
Considering the impact of the issuance of shares to specific objects on the dilution of the immediate return of ordinary shareholders, in order to protect the interests of investors and make up for the possible reduction of the immediate return caused by the issuance of shares to specific objects, the company promises to take a number of measures to ensure the effective use of raised funds, effectively prevent the risk of dilution of the immediate return and improve the ability of return in the future, as follows:
1. Strengthen the management of raised funds and ensure the standardized and effective use of raised funds
The company will standardize the management and use of the raised funds in accordance with the relevant laws and regulations and the relevant requirements of the raised funds management system, so as to ensure that the raised funds are specially used for the raised investment projects. The company has formulated the raised funds management system in accordance with the requirements of laws and regulations and normative documents such as the company law, the securities law and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, combined with the actual situation of the company, It is clearly stipulated that the company adopts the system of special account, special deposit and special fund for the raised funds, so as to facilitate the management and use of the raised funds, and supervise their use. The company will regularly check the use of the raised funds to ensure that the raised funds are earmarked for the purpose of raising funds
The funds raised in this offering will reach
