Securities code: 300850 securities abbreviation: Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) Announcement No.: 2022-005 Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850)
Announcement on the issuance of convertible corporate bonds to unspecified objects, diluting the immediate return, measures to fill the return and relevant commitments
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.
Important:
The following hypothetical analysis and description of the main financial indicators of Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) (hereinafter referred to as "the company") after issuing convertible corporate bonds to unspecified objects do not constitute the company's profit forecast or performance commitment. Investors should not make investment decisions only based on such analysis and description. If investors make investment decisions accordingly and cause any losses, The company assumes no responsibility.
The measures to fill in the return formulated by the company do not guarantee the company's future profits. Please pay attention to the investment risks.
In order to implement the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and 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), protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, In accordance with the relevant requirements of the guiding opinions on matters related to diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the company has carefully analyzed the impact of diluted immediate return of convertible corporate bonds issued to unspecified objects on the company's main financial indicators and put forward specific measures to fill in the return, Relevant entities have made commitments to the effective implementation of the company's compensation and return measures, as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(I) assumptions of diluted immediate return analysis of this offering
1. It is assumed that there are no significant adverse changes in the macroeconomic environment, the market conditions of the company's relevant industries and the company's operation;
2. Assuming that the company completes this offering by the end of June 2022, It is assumed that all holders of convertible bonds will convert their shares on December 31, 2022 and will not convert their shares on December 31, 2022 (the completion time is only used to calculate the impact of this issuance on the immediate return, and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Finally, the actual issuance will be completed after the issuance and listing of Shenzhen stock exchange is reviewed and approved and reported to the CSRC for approval and registration Time and the time when the convertible bond holder actually completes the conversion);
3. The total amount of the final raised funds issued to unspecified objects is 150 million yuan, and the relevant issuance expenses are not considered. The actual amount of funds raised from the issuance of convertible corporate bonds will be finally determined according to the approval of the regulatory authorities, issuance and subscription, issuance expenses, etc;
4. The net profit attributable to the shareholders of the parent company from January to September 2021 is 399.9225 million yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 375.7637 million yuan. Regardless of seasonal changes, according to the realized net profit from January to September 2020, Assuming that the net profit attributable to the shareholders of the parent company in 2021 is 39992.25/3 * 4 = 533.23 million yuan, the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is 37576.37/3 * 4 = 501018300 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 correspond to the growth rate of 2021: (1) 0%; （2）20%； (3) 40% (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 for losses caused by investors);
5. Assuming that the conversion price of this convertible bond is 180.00 yuan / share (the conversion price is only a simulated calculation price and does not constitute a numerical prediction of the actual conversion price), the final initial conversion price shall be determined by the board of directors of the company according to the authorization of the general meeting of shareholders and according to the market conditions before issuance, and may be subject to ex rights, ex dividend adjustment or adjustment
Downward correction;
6. It is assumed that except for this issuance, the company will not implement other measures that will have an impact or potential impact on the total share capital of the company
Influencing behavior;
7. Other impacts on the company's production and operation, financial status, etc. after the funds raised by this issuance are received are not considered
Ring;
8. The impact of bank interest and interest expense of convertible bonds before the raised funds are utilized is not considered;
9. The above assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the company's main financial indicators,
It does not represent the company's commitment to the profitability of 2021 and 2022, nor does it represent the company's commitment to the profitability of 2021 and 2022
Judgment of annual operation and trend.
(II) impact on the company's main financial indicators
Impact on the company's earnings per share based on the above assumptions, the company calculated the impact of the diluted immediate return on the company
The impact of the company's main financial indicators is as follows:
Year 2021 / year 2021 / December 31, 2022
December 31, 2022 December 31, 2022
Total share capital (10000 shares) 19394.64 20227.97
Assumption 1: 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 are the same as those in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 53323.00 53323.00 53323.00
Net profit attributable to the parent company's shares 50101.82 50101.82 50101.82 after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 2.89 2.75 2.69
The basic earnings per share after deducting non recurring profits and losses is 2.71 2.58 2.53 (yuan / share). Hypothesis 2: 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 increase by 20% in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 53323.00 63987.60 63987.60
Net profit attributable to the parent company's shares 50101.82 60122.19 60122.19 after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 2.89 3.30 3.23
After deducting non recurring profits and losses, the basic earnings per share is 2.71 3.10 3.03 (yuan / share)
Year 2021 / year 2021 / December 31, 2022
December 31, 2022 December 31, 2022
Assumption 3: 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 40% compared with that in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) 53323.00 74652.20 74652.20
Net profit attributable to the parent company's shares 50101.82 70142.55 70142.55 after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share (yuan / share) 2.89 3.85 3.77
After deducting non recurring profits and losses, the basic earnings per share is 2.71 3.62 3.54 (yuan / share)
2、 Risk tips on diluted immediate return of this offering
The project to be invested by the raised funds will be gradually brought by the company during the duration of convertible corporate bonds
To achieve economic benefits.
After this issuance, after the convertible corporate bonds held by investors are partially or completely converted into shares, the company will
The total share capital of the company will increase to a certain extent, which will have a certain impact on the shareholding ratio and earnings per share of the original shareholders of the company
Dilution of. In addition, the issue has a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in the new share capital due to the conversion of convertible corporate bonds
The total amount is increased, so as to expand the potential impact on the original ordinary shareholders of the company when the convertible corporate bonds issued this time are converted into shares
In dilution. Therefore, there is a risk that the immediate return of the company will be diluted in this issuance. Please investors
Pay attention to and pay attention to investment risks.
3、 Necessity and feasibility of this issuance
The investment project of the funds raised from the issuance of convertible corporate bonds has been strictly demonstrated, and the implementation of the project is promising
It is conducive to further improve the company's core competitiveness, enhance the company's sustainable development ability and risk resistance
Force, with sufficient necessity and feasibility. See Luoyang Luoyang Xinqianglian Slewing Bearings Co.Ltd(300850) slewing ring Co., Ltd. for specific analysis
The feasibility analysis report on the project of the company issuing convertible corporate bonds to raise funds to unspecified objects
Rong.
4、 The relationship between the investment project of the raised funds and the existing business of the company
The total amount of funds raised by the company from issuing convertible corporate bonds to unspecified objects this time shall not exceed
RMB 150 million, after deducting the issuance expenses, the net raised funds will be used to invest in gearbox bearings and precision parts projects and supplementary working capital projects.
The company's main business is mainly engaged in the R & D, production and sales of large slewing rings and industrial forgings. The company's main products include wind turbine main shaft bearings, yaw bearings, pitch bearings, marine equipment crane slewing bearings, shield machine bearings and key parts, as well as forgings. The products are mainly used in wind turbine, marine equipment, shield machine, construction machinery and other fields. The products involved in the gearbox bearing and precision parts project are the core parts of wind turbine. They can form a complementary product line with wind power bearing products, which is in line with the industrial development direction and the company's strategic layout, and can further improve the company's business scale and profitability and enhance its sustainable operation ability.
In addition, the company will appropriately supplement the working capital required for future development and provide financial support for its main business. 5、 Reserves of personnel, technology, market, etc. of the company engaged in fund-raising projects
(I) personnel reserve
The company has long focused on the wind power bearing manufacturing industry. After years of R & D investment and market cultivation, the company has accumulated rich experience in R & D and production of wind power bearings and professional technology R & D team. The core members of the team are senior technicians in the industry. Their years of research and work experience enable them to have a more in-depth study on the technical advantages and functional characteristics of wind power bearings at home and abroad, have a strong ability to understand and grasp the technical development trend, and have rich operation management experience. They are the backbone of project construction and operation.
The company attaches great importance to the training of technical personnel and the introduction of excellent talents, and has formed a set of effective talent training, selection, appointment, assessment and incentive mechanism. During the development of the company, according to the changes in the industry, the company continued to strengthen the introduction and training of talents, successively introduced and reserved a number of excellent talents in the industry, formed a professional team with R & D and technical strength, and was fully competent for the construction of the investment project with raised funds.
(II) technical reserve
The company has been focusing on new technologies in the field of wind power bearing manufacturing
