Securities code: Shenzhen Fluence Technology Plc(300647) securities abbreviation: Shenzhen Fluence Technology Plc(300647) Announcement No.: 2022051 Shenzhen Fluence Technology Plc(300647)
On the issue of shares to specific objects in 2022 through summary procedures
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.
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), 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this issuance on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects have made commitments that the company's measures to fill the return can be effectively implemented, 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 200 million yuan, the relevant issuance expenses will not be considered temporarily; Assuming that the number of shares issued to specific objects this time is 26702269, the final number of shares issued shall be subject to the registration document of the CSRC on this issuance to specific objects.
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) Other than the potential impact of the issuance on the company's share capital;
(7) Do not consider the ongoing equity incentive plan of the company;
(8) The profit distribution of the company in 2022 is not considered, and it is assumed that no other profit distribution will be carried out during the calculation period;
(9) When predicting the net assets of the company after this issuance, the impact of other factors other than raised funds, net profits and cash dividends on the net assets was not considered. Other factors affecting the number of shares, such as the conversion of the company's provident fund into share capital and dividends, are 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) 430618843061884573211
The total amount of funds raised in this offering is 200 million yuan
Maximum number of shares issued this time (267023 shares)
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
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 -0.33
Diluted earnings per share (yuan / share) -0.40 -0.34 -0.33
After deducting non recurring profit and loss, the base is -0.42 -0.35 -0.34, and the earnings per share of the company (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.42 -0.35 -0.34 (yuan / share)
Weighted average return on net assets -17.59% - 15.37% - 13.90%
Weighted average return on net assets - 18.42% - 16.10% - 14.56% (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 -0.36
Diluted earnings per share (yuan / share) -0.40 -0.38 -0.36
After deducting non recurring profit and loss, the base is -0.42 -0.39 -0.38, and the earnings per share of the company (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.42 -0.39 -0.38 (yuan / share)
Weighted average return on net assets -17.59% - 17.22% - 15.57%
Weighted average return on net assets - 18.42% - 18.04% - 16.30% (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%
The net profit of -1616664 -1778330 -1778330 (ten thousand yuan) attributable to the owner of the parent company 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 -0.40
Project year 2021 / year 2022 / December 31, 2022
Before and after issuance on December 31, 2021
Diluted earnings per share (yuan / share) -0.40 -0.41 -0.40
After deducting non recurring profits and losses, the base is -0.42 -0.43 -0.42 earnings per share (yuan / share)
Earnings per share after deducting non recurring profits and losses -0.42 -0.43 -0.42 (yuan / share)
Weighted average return on net assets -17.59% - 19.11% - 17.26%
Weighted average return on net assets - 18.42% - 20.01% - 18.07% (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 and effectively prevent the risk of dilution of shareholders' immediate return
