Securities code: 600537 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) Announcement No.: 2022-006 Eging Photovoltaic Technology Co.Ltd(600537)
Diluted immediate return on the company’s non-public offering of a shares
Announcement on taking filling measures and 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
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) and the guiding opinions of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) In order to protect the interests of small and medium-sized investors, Eging Photovoltaic Technology Co.Ltd(600537) (hereinafter referred to as “the company” or ” Eging Photovoltaic Technology Co.Ltd(600537) “) carefully analyzed the impact of this non-public offering of A-Shares (hereinafter referred to as “the offering” or “the non-public offering”) on the dilution of immediate return, and put forward relevant measures to fill the return in combination with the actual situation. The details are as follows: I. Analysis of the dilution impact of this non-public offering on the spot return
(I) main assumptions and premises
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industrial development, product market and the company’s business environment.
2. Assuming that the non-public offering is completed by the end of June 2022, the forecast time is only used to calculate the impact of the diluted spot return of the offering, and the final time is subject to the actual completion time approved by the CSRC.
3. The impact on the company’s production, operation and financial status (including financial expenses, investment income, interest amortization, etc.) after the arrival of the raised funds from this issuance;
4. When predicting the total share capital of the company, based on the issuer’s total share capital of 1176359268 shares on September 30, 2021, only the impact of this non-public offering of shares is considered, and the changes in share capital caused by other factors (such as share repurchase, equity incentive, etc.) are not considered.
5. Assuming that the number of shares in this non-public offering is 352 million shares, the total amount of funds raised is 1302.4 million yuan (excluding deduction of relevant issuance expenses). The above total amount of 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 non-public offering on earnings per share, and do not represent the final total amount of raised funds and the number of shares issued. Finally, the actual number of shares issued and the total amount of raised funds after the issuance is approved and completed by the CSRC shall prevail.
6. According to the 2020 annual report of the company, the net profit attributable to the shareholders of the listed company in 2020 is -652432000 yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses is -789904100 yuan; It is assumed that the net profit attributable to shareholders of the parent company before / after deducting non recurring profits and losses in 2021 is the same as that in 2020. It is assumed that the net profit attributable to shareholders of the parent company before / after deducting non recurring profits and losses in 2022 will maintain an increase of 20%, flat or decrease of 20% compared with 2021.
The above assumptions are only to calculate the impact of the diluted immediate return of the non-public offering of shares on the company’s main financial indicators, do not represent the company’s judgment on the future operation and trend, and do not constitute the company’s profit forecast; The actual operation of the company is affected by national policies, industry development and other factors, and there is uncertainty; Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation.
(II) impact on the company’s main financial indicators after the issuance
Based on the above assumptions, the impact of this non-public offering on the company’s main financial indicators is as follows:
Year 2022 / end of 2022
Project year 2021 / end of 2021
Before and after issuance
Share capital (10000 shares) 117635.9268 117635.9268 152835.9268
Scenario 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 20% higher than that in 2021 and belong to the parent company
Net profit of shareholders (65243.20) (52194.56) (RMB 5219456) (ten thousand)
Deducting non recurring (78990.41) (63192.33) (63192.33)
Net profit attributable to shareholders of the parent company after profit and loss (10000 yuan)
Basic earnings per share (0.55) (0.44) (0.39) (yuan / share)
Diluted earnings per share (0.55) (0.44) (0.39) (yuan / share) less non recurring
Basic (0.67) (0.54) (0.47) earnings per share (yuan / share) after profit and loss after deducting non recurring
Diluted (0.67) (0.54) (0.47) earnings per share after profit and loss (yuan / share)
Weighted average return on net assets (21.77) (21.66) (17.05) (%) net of non recurring assets
Assumption 2: net profit attributable to shareholders of the parent company in 2022 and net profit attributable to shareholders of the parent company after deducting non recurring profits and losses are the same as those in 2021
Net profit of shareholders (65243.20) (65243.20) (65243.20) (RMB 10000) less non recurring
Net profit attributable to shareholders of (78990.41) (78990.41) (78990.41) parent company after profit and loss (RMB 10000)
Basic earnings per share (0.55) (0.55) (0.48) (yuan / share)
Diluted earnings per share (0.55) (0.55) (0.48) (yuan / share) less non recurring
Basic (0.67) (0.67) (0.58) earnings per share (yuan / share) after profit and loss after deducting non recurring
Diluted (0.67) (0.67) (0.58) earnings per share after profit and loss (yuan / share)
Weighted average return on net assets (21.77) (27.82) (21.78) (%) net of non recurring assets
Hypothetical scenario 3: net profit attributable to shareholders of the parent company in 2022 and net profit attributable to shareholders of the parent company after deducting non recurring profits and losses decreased by 20% compared with 2021, belonging to the parent company
Net profit of shareholders (65243.20) (78291.84) (78291.84) (RMB 10000) less non recurring
Net profit attributable to shareholders of (78990.41) (94788.49) (94788.49) parent company after profit and loss (10000 yuan)
Basic earnings per share (0.55) (0.67) (0.58) (yuan / share)
Diluted earnings per share (0.55) (0.67) (0.58) (yuan / share) less non recurring
Basic (0.67) (0.81) (0.70) earnings per share (yuan / share) after profit and loss net of non recurring
Diluted (0.67) (0.81) (0.70) earnings per share after profit and loss (yuan / share)
Weighted average return on net assets (21.77) (34.34) (26.71) (%) net of non recurring assets
Profit and loss plus weighted average (26.35) (41.58) (32.34) return on average net assets (%)
Note: earnings per share are calculated in accordance with the relevant 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.
2、 Risk tips on diluted immediate return of this non-public offering
After the completion of this offering, the company’s earnings per share and weighted average return on net assets and other indicators may decline in the short term, and the immediate return of the company’s original shareholders may be diluted. Investors are hereby reminded to pay attention to the risk of diluting shareholders’ immediate return in this non-public offering.
The current report continuously discloses the completion of the measures to fill the immediate return and the performance of the commitments of the relevant commitment subjects.
3、 Necessity and rationality of this non-public offering
For the necessity and rationality of this issuance, see “section IV feasibility analysis of the board of directors on the application of the raised funds” in the plan for non-public development of A-Shares in Eging Photovoltaic Technology Co.Ltd(600537) 2022 disclosed by the company 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 raised investment project has existing business relationship with the company
The funds raised in this non-public offering are used for the construction of a new Changzhou 5GW / a high-efficiency Cecep Solar Energy Co.Ltd(000591) component construction project, repayment of interest bearing loans and supplement of working capital. The investment project of the raised funds focuses on the company’s existing Cecep Solar Energy Co.Ltd(000591) component business, which is conducive to further expand the company’s Cecep Solar Energy Co.Ltd(000591) component production capacity, strengthen its advantages and enhance the market competitiveness of the company’s products; Improve capital structure and reduce financial risks; The supplement of working capital can effectively alleviate the capital demand pressure of the expansion of the company’s business activities, ensure the continuous, healthy and rapid development of the company’s business, and meet the interests of the company and all shareholders.
(II) the company’s reserves in personnel, technology, market, etc. for projects invested with raised funds
1. Personnel reserve
The company attaches great importance to the construction of R & D team. The company has a strong R & D team, mainly composed of doctors from Shanghai Jiaotong University and Taiwan experts. It has always maintained the R & D and tracking of mainstream technologies in the market. It is the first technical team in China to study and mass produce single crystal perc technology. The company has established Jiangsu Key Laboratory – Jiangsu “Yijing” photovoltaic engineering research institute, and has scientific research and development platforms such as “international scientific and technological cooperation base”, postdoctoral scientific research workstation, provincial enterprise technology center, Jiangsu Cecep Solar Energy Co.Ltd(000591) material engineering technology research center, etc, The module Laboratory of the company is now recognized by China National Accreditation Service for conformity assessment (CNAs) and the Tdap Laboratory of International Photovoltaic certification agency VDE. Sufficient personnel reserve
