Securities code: Sanlux Co.Ltd(002224) securities abbreviation: Sanlux Co.Ltd(002224) Announcement No.: 2022007
Bond Code: 128039 bond abbreviation: Sanli convertible bond
Sanlux Co.Ltd(002224)
On the non-public offering of a shares, diluting the immediate return and taking 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.
Sanlux Co.Ltd(002224) (hereinafter referred to as “the company”) plans to issue A-share non-public. 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 analyzed the possible impact of this non-public offering of A-Shares on the immediate return, and formulated specific measures to fill the return. Relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the return. The details are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
The total amount of funds raised in this offering does not exceed RMB 900 million (including this amount). The raised funds are used for the company’s main business, which will help to improve the company’s core competitiveness and profitability, optimize the company’s capital structure and promote the realization of the company’s strategic development objectives.
(I) assumptions of impact analysis
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development and product market;
2. Assuming that the non-public offering is expected to be completed in November 2022, the completion time is only for
Calculate the impact of the diluted immediate return of the non-public offering of shares on the main financial indicators, and finally subject to the approval of the CSRC and the actual completion time of the offering;
3. The maximum amount of funds raised in this non-public offering is 900 million yuan (regardless of the impact of issuance expenses),
It refers to the period from six months before the resolution date of the sixth meeting of the seventh board of directors (April 15, 2022) to
The newly invested and proposed financial investment before this offering is 103.5 million yuan. As of March 2022
The total share capital on the 31st is 729592840 shares, assuming that the maximum number of shares issued this time is 218877852
Shares (including the number) (regardless of the impact of convertible bonds to shares). The total amount of the above raised funds and the number of issues are only
The estimated value is only used to calculate the impact of the diluted immediate return of this non-public offering on the main financial indicators, and is not used for calculation
Table total amount of final raised funds and issued quantity; The actual amount of funds raised in the non-public offering
It will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. Based on the principle of prudence, the impact on the company’s production, operation and finance after the funds raised in this issuance are received is not considered
The impact of business conditions;
5. The impact of other non recurring profits and losses and force majeure factors on the company’s financial situation is not considered;
6. When calculating the change of the company’s total share capital at the end of the period before and after this issuance, only the impact of this issuance on the total share capital is considered
Without considering other possible equity changes;
7. It is assumed that the net profit attributable to the shareholders of the listed company in 2021 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses
The net profit of shareholders of listed companies is flat compared with that in 2020. It is assumed that the company’s shares in 2022 belong to the parent company
The net profit of Dongdong is calculated according to the following three situations: (1) it is the same as that in 2021; (2) Compared with 2021
Annual growth of 10%; (3) 20% higher than that in 2021; This assumption is only used to calculate the A shares issued this time
The impact of diluted immediate return on major financial indicators does not represent the company’s operation in 2021 and 2022
The judgment of situation and trend does not constitute the profit forecast of the company, and investors should not make investment decisions accordingly,
The company shall not be liable for any loss caused by the investor’s investment decision.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the impact of this non-public offering on the company’s main financial indicators, as follows:
Project year 2021 year 2022 year
Before and after this offering
Total share capital at the end of the period (10000 shares) 729586672959289484707
Scenario 1: the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the owners of the parent company after deducting non recurring profits and losses are the same as those in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 169306116930611693061
138243413824341382434 net profit attributable to shareholders of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.23 0.23 0.23
Diluted earnings per share (yuan / share) 0.23 0.23 0.23
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.19 0.19 0.18
Project year 2021 year 2022 year
Before and after this offering
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.19 0.19 0.18
Scenario 2: the company’s net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the owners of the parent company after deducting non recurring profits and losses increased by 10% compared with 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 169306118623671862367
138243415206771520677 net profit attributable to shareholders of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.23 0.26 0.25
Diluted earnings per share (yuan / share) 0.23 0.26 0.25
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.19 0.21 0.20
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.19 0.21 0.20
Scenario 3: the company’s net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the owners of the parent company after deducting non recurring profits and losses increased by 20% compared with 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 169306120316732031673
13824341658921 net profit attributable to shareholders of the parent company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 0.23 0.28 0.27
Diluted earnings per share (yuan / share) 0.23 0.28 0.27
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.19 0.23 0.22
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.19 0.23 0.22
Note 1: earnings per share shall be in accordance with the rules for the preparation of information disclosure of companies offering securities to the public No. 9 – return on net assets and earnings per share
Calculation and disclosure of income (revised in 2010).
According to the above calculation, after the completion of this non-public offering, the company’s basic earnings per share and diluted earnings per share are expected in the short term
Earnings per share may decline to a certain extent, so the company’s short-term spot return will appear to a certain extent
Degree of dilution.
2、 Risk tips for diluted immediate return of this offering
After the completion of this non-public offering, the company’s share capital and net assets will increase significantly,
Since the implementation of the investment project with raised funds and the generation of economic benefits need a certain time, it will be public in a short time
The company’s earnings per share index has declined, and there is a risk that the immediate return will be diluted. However, with the efficiency of raising funds
With the gradual realization of the benefits, this situation will be improved one by one. The company hereby reminds investors to pay attention to this non-public offering
The issuance may dilute the risk of immediate return.
3、 Necessity and rationality of this issuance
For the analysis of the necessity and rationality of the investment direction of the funds raised in this non-public offering, see the company’s announcement 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) the relationship between the investment project of the raised funds and the existing business of the company
The company is committed to the R & D, production and sales of rubber V-belts. Its products are widely used in industries that need transmission, such as industry, mining, agricultural machinery, automobile and so on. The production and sales volume of rubber V-belts of the company ranks first in the industry for many consecutive years. The funds raised in this non-public offering are invested in the new rubber V-belt Intelligent Manufacturing Industrial Park project on the roof and the construction of digital intelligent management platform based on the company’s existing main business. After the completion of the project, it is conducive to optimize the product structure, expand the production capacity of the main business, improve the automation, intelligence and informatization level of the company, lay a good foundation for the sustainable and stable development of the company’s main business, and comply with the development direction of the industry and the strategic layout of the company. After years of development, the company has accumulated rich project experience, has a professional production and management team, and has the personnel, technology, market development ability and management experience required for fund-raising investment projects.
(II) the company’s reserves in terms of personnel, technology, market, etc. in projects invested 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 and market. 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 reserve
Founded in 1984, after years of development, the company has successfully built a core talent team with outstanding technology, efficient management and high loyalty. It has more than 800 employees, including more than 700 production personnel, excellent personnel quality and sufficient talent reserve. In order to ensure the consistency of management and the efficiency of operation, the personnel required for the operation of the raised investment project will be obtained by the combination of internal training and external recruitment. The management personnel required for the raised investment project are mainly selected through internal competition to ensure the comprehensive strength of the project management personnel. The company will also formulate a detailed personnel training plan according to the product characteristics and management mode of the new project to ensure that relevant personnel can work smoothly and competent. At that time, the human resources department of the company will also formulate practical human recruitment plans according to the actual personnel needs, so as to meet the talent needs of the company in different fields and ensure the smooth implementation of the investment project raised by this non-public offering.
2. Technical reserve
As a national high-tech enterprise, the company has been committed to the research and development of new technologies and products, and has a research and development team of more than 120 people composed of doctors, masters and other academic levels. The company has a transmission technology research institute, which is a provincial enterprise technology research center in Zhejiang Province
