Securities code: 688301 securities abbreviation: Iray Technology Company Limited(688301) Announcement No.: 2022-004 Iray Technology Company Limited(688301)
On the issue of convertible corporate bonds by the company to unspecified objects
The risk of diluting the immediate return suggests that the company should take filling measures
And announcement of 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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips
● the analysis and description of the main financial indicators of Iray Technology Company Limited(688301) (hereinafter referred to as " Iray Technology Company Limited(688301) " or "the company") after the issuance in this announcement do not constitute the profit forecast of the company, and the investor shall not make investment decisions only based on such analysis and description. If the investor makes investment decisions based on this, the company will not bear any responsibility. The company reminds investors that the formulation of filling return measures does not guarantee the company's profits in 2021 and 2022.
● the number and completion time of convertible corporate bonds issued in this announcement are estimates and assumptions. The issuance is subject to the approval of Shanghai Stock Exchange and the consent of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), and there are uncertainties about whether the registration can be completed, when the registration will be completed and the issuance time. Please pay attention to it.
Iray Technology Company Limited(688301) (hereinafter referred to as "the company") convened the 9th meeting of the second board of directors on January 13, 2022, deliberated and adopted relevant proposals on the company's issuance of convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) Relevant laws, regulations and normative documents such as 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) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), In order to protect and safeguard the interests of small and medium-sized investors, the company carefully analyzed the impact of diluting the immediate return on the company's main financial indicators by issuing convertible bonds to unspecified objects, and put forward specific measures to fill the return. Relevant subjects made a commitment that the measures to be taken by the company to fill the return can be effectively implemented. The matters related to the company's issuance of convertible bonds to unspecified objects, diluted immediate return and filling measures are hereby announced as follows:
1、 The impact of issuing convertible bonds to unspecified objects on the company's main financial indicators
(I) main assumptions and preconditions
1. It is assumed that there will be no significant adverse changes in the future macroeconomic environment, industry development trend and the company's operation. The impact on the company's production, operation and financial status (including financial expenses, investment income, interest amortization, etc.) after the arrival of the funds raised by this issuance is not considered.
2. According to this issuance plan, the company plans to issue convertible corporate bonds with a total amount of no more than 1435.01 million yuan (including this amount). It is assumed that 1435.01 million yuan will be issued according to the upper limit, regardless of the impact of issuance expenses. It is assumed that the company will complete the issuance of convertible bonds by the end of June 2022. The scale and time of the raised funds actually received in the issuance of convertible bonds will be finally determined according to the review and registration of the regulatory authorities, the issuance and subscription, and the issuance expenses.
3. The term of issuing convertible bonds to unspecified objects this time is 6 years, and the term of share conversion starts from the first trading day after the expiration of 6 months from the date of issuance to the maturity date of convertible corporate bonds. It is assumed that all shares are converted or all shares are not converted as of December 31, 2022. The completion time of the share conversion is only an estimate, and the final time shall be subject to the actual time when the convertible bond holder completes the share conversion.
4. In 2020, 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 were 222.2472 million yuan and 198.407 million yuan respectively. Assuming that the net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses increase by (1) 0%, (2) 10% and (3) 20% respectively on the basis of the same period of the previous year, Calculate the performance change (the above growth rate does not represent the company's profit forecast for future profits, but is only used to calculate the impact of the diluted immediate return of this issuance on the main indicators. 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. It is assumed that the impact of the convertible bond coupon rate is not considered, it is only for the needs of simulation calculation, and does not constitute a numerical prediction of the actual coupon rate.
6. It is assumed that the conversion price of this convertible corporate bond is 475.06 yuan / share (the price is the higher of the average trading price of the company's shares in the first 20 trading days on January 13, 2022 and the average trading price of the company's shares in the previous trading day). The conversion price is only used to calculate the current convertible price
The final conversion price shall be determined by the board of directors of the company according to the impact of the diluted immediate return of bond issuance on the main financial indicators
The authorization of the general meeting of shareholders shall be determined according to the market conditions before issuance, and may be subject to ex rights, ex dividend adjustment or downward adjustment
Correction.
7. It is assumed that the impact of the use of the raised funds on the company's production, operation and financial status (such as business conditions) will not be considered
Income, financial expenses, investment income), etc., regardless of the impact of future dividend factors.
8. It is assumed that the impact or potential impact on the total share capital of the company will not be considered except for this issuance
act.
9. It is assumed that all convertible bonds will be listed in the financial statements as liabilities after the issuance. This leave
It is only used to simulate the calculation of financial indicators, and the specific circumstances shall be subject to the actual accounting treatment after the issuance.
The above assumptions are only the main financial indicators for measuring the immediate return of convertible corporate bonds to the company
The dilution impact of does not represent the company's judgment on the operation and financial situation in 2021 and 2022, nor does it
It constitutes the company's profit forecast for 2021 and 2022. Realization of the company's income in 2021 and 2022
It depends on national macroeconomic policies, industry development, market competition, business development of the company, etc
There are many factors and great uncertainty. Investors should not make investment decisions based on this, and investors should invest accordingly
The company shall not be liable for any loss caused by the investment decision.
(II) impact on the company's main financial indicators
Based on the above assumptions, the impact of the issuance of convertible corporate bonds on the dilution of shareholders' immediate return is as follows:
Below:
Project year 2021 / year 2022 / year 2022 / December 31, 2022
December 31, 2021 and December 31, 2022
Total share capital (shares) 72547826.00 72547826.00 72547826.00 75568527.00
Assumption 1: the annual growth rate of the net profit attributable to the owner of the parent company realized by the company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 0%
Net profit attributable to shareholders of the parent company (yuan): 222247216.86 222247216.86 222247216.86 222247216.86
Net profit attributable to shareholders of parent company 198400719.29 198400719.29 198400719.29 198400719.29 after deducting non recurring profit and loss (yuan)
Basic earnings per share (yuan / share) 3.77 3.06 3.06
Diluted earnings per share (yuan / share) 3.77 3.06 3.00 3.00
After deducting non recurring profit and loss, the basic earnings per share is 3.37 2.73 2.73 2.73 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 3.37 2.73 2.68 2.68 (yuan / share) hypothesis 2: the company's net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the parent company after deducting non recurring profits and losses
Project year 2021 / year 2022 / year 2022 / December 31, 2022
December 31, 2021 and December 31, 2022
The annual growth rate corresponding to the owner's net profit is 10%
Net profit attributable to shareholders of the parent company (yuan) 222247216.86 244471938.55 268919132.40 268919132.40
Net profit attributable to shareholders of parent company 198400719.29 218240791.22 240064870.34 240064870.34 after deducting non recurring profits and losses (yuan)
Basic earnings per share (yuan / share) 3.77 3.37 3.71 3.71
Diluted earnings per share (yuan / share) 3.77 3.37 3.63 3.63
Basic earnings per share after deducting non recurring gains and losses 3.37 3.01 3.31 3.31 (yuan / share)
Diluted earnings per share 3.37 3.01 3.24 3.24 (yuan / share) after deducting non recurring profits and losses assumption 3: the annual growth rate corresponding to 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 in 2021 and 2022 is 20%
Net profit attributable to shareholders of the parent company (yuan) 222247216.86 266696660.23 320035992.28 320035992.28
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses 198400719.29 2380863.15 285697035.78 285697035.78 (yuan)
Basic earnings per share (yuan / share) 3.77 3.68 4.41 4.41
Diluted earnings per share (yuan / share) 3.77 3.68 4.32 4.32
After deducting non recurring profit and loss, the basic earnings per share is 3.37 3.28 3.94 3.94 (yuan / share)
Diluted earnings per share of 3.37 3.28 3.86 after deducting non recurring profits and losses (yuan / share)
Note: the above assumptions are only used to test the impact of the diluted immediate return of this offering on the company's main financial indicators, and do not represent the public interest
The company's view on profitability does not represent the company's judgment on business conditions and trends.
2、 Risk tips on diluting the immediate return of convertible bonds issued by unspecified objects
After the issuance of convertible corporate bonds and before the conversion, the company shall pay the outstanding bonds according to the pre-agreed coupon rate
Convertible corporate bonds converted into shares pay interest. Since the coupon rate of convertible corporate bonds is generally low, it is normal
Under certain circumstances, the profit growth brought by the company's use of funds raised from convertible corporate bonds will exceed that of convertible companies
The bond interest payable on the bond will not dilute the earnings per share. If the company raises funds for convertible corporate bonds
The profit growth brought by the use of gold can not cover the expenses required for convertible corporate bonds
