Securities code: Roshow Technoiogy Co.Ltd(002617) securities abbreviation: Roshow Technoiogy Co.Ltd(002617) Announcement No.: 2022027 Roshow Technoiogy Co.Ltd(002617)
Announcement on the risk prompt of diluted immediate return of non-public offering of shares, measures to fill the return 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.
Special tips:
The following information about the company's main financial indicators after this non-public offering does not constitute the company's profit forecast, and the measures to fill the 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.
Roshow Technoiogy Co.Ltd(002617) (hereinafter referred to as " Roshow Technoiogy Co.Ltd(002617) ," company "or" listed company ") the 2021 plan for non-public offering of A-Shares has been deliberated and adopted at the 8th meeting of the 5th board of directors, the 4th extraordinary general meeting of shareholders in 2021 and the 13th meeting of the 5th board of directors of the company. 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) In accordance with the provisions 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 the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) and other relevant documents, in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate returns, It also puts forward specific measures for filling and return, and the relevant subjects have made a commitment to the practical implementation of the company's filling and return measures. The details are as follows:
1、 The impact of diluted immediate return of non-public offering on the company's main financial indicators
The total amount of funds to be raised in this non-public offering shall not exceed 256745 million yuan (including this number), the number of shares to be issued shall not exceed 481101397 shares (including this number), and shall not exceed 30% of the total share capital before this non-public offering. After the issuance, the total share capital of the company and the shareholders' equity attributable to the parent company will increase.
(I) assumptions on the impact of this non-public offering on the company's earnings per share
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development and product market.
2. When predicting the total share capital of the company, only the impact of this non-public offering of shares is considered, and the change of share capital caused by other factors is not considered. The total number of non-public shares issued by the board of directors is estimated to be 27717, and the total number of non-public shares issued by the board of directors reaches the upper limit of 39717. According to the total number of non-public shares issued by the board of directors, the total number of non-public shares is estimated to be 160717. According to the total number of shares issued by the board of directors, the total number of non-public shares of the company is only 160717 The relevant provisions of the CSRC and the actual situation at the time of issuance shall be determined through consultation with the sponsor (lead underwriter), and the relevant issuance expenses shall not be considered in this calculation.
3. Assuming that the non-public offering is completed by the end of April 2022, the completion time is only used to calculate the impact of the non-public offering on the diluted immediate return, and the final time shall be subject to the actual completion time approved by the CSRC.
4. Considering that the company's financial statements for the whole year of 2021 have not been audited, the relevant financial indicators of diluted immediate return after non-public offering of shares in 2022 are calculated based on the audited financial data in 2020, that is, assuming that the net profit attributable to the owner of the parent company before and after deducting non recurring profits and losses in 2022 is calculated at an increase of 0%, 10% and 30% respectively on the basis of 2020.
5. The impact of this issuance on the immediate return is calculated without considering the impact of equity incentive plan and raised funds on the company's production and operation, financial status and other factors.
6. In addition to the raised funds and net profits, the impact of other factors on net assets is not considered;
7. The above assumptions are only to calculate the impact of this non-public offering on the company's main financial indicators, do not represent the company's judgment on the operation and trend in 2021 and 2022, and do not constitute a profit forecast. 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) specific impact on the company's earnings per share and weighted average return on net assets
Based on the above assumptions and in accordance with 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), the company calculated the impact of this non-public offering of shares on the dilution of shareholders' immediate return. The main financial indicators are as follows:
2020 / December 31, 2022 project / December 2020
31. Before and after the issuance in Japan
2020 / December 31, 2022 project / December 2020
31. Before and after the issuance in Japan
Total share capital (shares) 151066843416036713262084772723
Hypothesis 1: it is assumed that the annual profit forecast in 2022 is the same as that in 2020
Basic earnings per share after deducting non recurring losses (yuan / share) 0.09 0.08 0.07
Diluted earnings per share before earnings (yuan / share) 0.09 0.08 0.07
Deducting non recurring basic earnings per share (yuan / share) 0.02 0.02 0.01
Diluted earnings per share after profit and loss (yuan / share) 0.02 0.02 0.01
Weighted average net assets before deducting non recurring profit and loss (%) 4.43 3.53 2.41
Yield after deducting non recurring profit and loss (%) 0.94 0.75 0.51
Hypothesis 2: it is assumed that the annual profit forecast in 2022 will increase by 10% compared with that in 2020
Basic earnings per share excluding non recurring losses (yuan / share) 0.09 0.09 0.07
Diluted earnings per share before earnings (yuan / share) 0.09 0.09 0.07
Deducting non recurring basic earnings per share (yuan / share) 0.02 0.02 0.02
Diluted earnings per share after profit and loss (yuan / share) 0.02 0.02 0.02
Weighted average net assets before deducting non recurring profit and loss (%) 4.43 3.88 2.65
Yield after deducting non recurring profit and loss (%) 0.94 0.82 0.56
Hypothesis 3: it is assumed that the annual profit forecast in 2022 will increase by 30% compared with that in 2020
Basic earnings per share excluding non recurring losses (yuan / share) 0.09 0.11 0.09
Diluted earnings per share before earnings (yuan / share) 0.09 0.11 0.09
Deducting non recurring basic earnings per share (yuan / share) 0.02 0.02 0.02
Diluted earnings per share after profit and loss (yuan / share) 0.02 0.02 0.02
Weighted average net assets before deducting non recurring profit and loss (%) 4.43 4.57 3.12
Yield after deducting non recurring profit and loss (%) 0.94 0.97 0.66
Note 1: the calculation formula of basic earnings per share and diluted earnings per share shall be calculated in accordance with the requirements of the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return formulated by the CSRC and the provisions of the Compilation Rules for information disclosure of companies offering securities to the public No. 9 - Calculation and disclosure of return on net assets and earnings per share.
Note 2: as the company's financial statements in 2021 have not been audited yet, when calculating the relevant data before the issuance in 2022, the table only considers the impact of the funds raised from non-public offering in February 2021, that is, it is assumed that the deduction realized in 2021 attributable to the owner of the parent company, unless the net profit before / after recurring profit and loss is zero.
2、 Risk tips for diluted immediate return of this offering
After the completion of this issuance, the total share capital and net assets of the company will increase significantly, and the overall capital strength of the company will be improved. As the implementation and benefit generation of the investment project with raised funds need a certain process and time, the net profit of the company may not keep pace with the growth of share capital and net assets in the short term, resulting in the risk of dilution of earnings per share and decline of return on net assets after the completion of the issuance.
At the same time, when calculating the specific impact of the diluted immediate return of this offering on the company's main financial indicators, the hypothetical analysis of the net profit attributable to the shareholders of the parent company in 2022 is not the company's profit forecast. The specific measures to fill in the return to deal with the risk of diluted immediate return are not equivalent to ensuring the company's future profits. Investors should not make investment decisions accordingly, The company shall not be liable for any loss caused by the investor's investment decision. Investors are hereby reminded.
3、 Necessity and rationality of this issuance
For the analysis of the necessity and rationality of the use of the raised funds, please refer to the announcement Roshow Technoiogy Co.Ltd(002617) 2021 non-public Development Bank A-share stock plan.
4、 The relationship between the raised funds and the company's existing business, as well as the reserves in terms of personnel, technology and market
(I) the relationship between the investment project of the raised funds and the existing business of the company
The total amount of funds raised in this offering does not exceed 256745 million yuan, which is intended to be used for the third generation power semiconductor (silicon carbide) Industrial Park project, large-size silicon carbide substrate R & D center project and supplementary working capital. The fund-raising investment project is an extension of the company's existing business industrial chain, which is in line with relevant national industrial policies and the company's overall development strategy. It is conducive to the company to grasp market opportunities, expand business scale, improve the industrial chain, further enhance the company's core competitiveness and sustainable development ability, and has good market development prospects and economic benefits. After the completion of this offering, the company's total assets and net assets have increased accordingly, and its capital strength has been further improved, providing a strong guarantee for subsequent development.
(II) the company's reserves in terms of personnel, technology, market, etc. engaged in the investment projects with raised funds. At present, the company has met various conditions for the implementation of the investment projects with raised funds in terms of personnel, technology, market, etc., and it is expected that there are no major obstacles to the implementation of the investment projects with raised funds. The details are as follows:
1. Personnel
Since its establishment, the company has always adhered to the guiding ideology of "science and technology is the first productive force" and paid attention to the construction of its own team. The company has Zhejiang Provincial Research Institute, postdoctoral research workstation, provincial technology center and other platforms, has an excellent R & D team, has undertaken national, provincial and ministerial science and technology plan projects for many times, has won science and technology awards at all levels for many times, participated in the formulation and revision of 48 national / industrial standards, and has nearly 20 leading scientific and technological achievements in China, ensuring the competitiveness and talent reserve of technical talents.
2. Technical aspects
The company has accumulated a lot of experience in the production of sapphire long crystal furnace during the layout of sapphire business. Due to the similarity between the growth of sapphire crystal and silicon carbide crystal, the company also has strong strength in the long crystal furnace for the growth of silicon carbide crystal.
