Securities code: 600353 securities abbreviation: Chengdu Xuguang Electronics Co.Ltd(600353) Announcement No.: 2022-008
Chengdu Xuguang Electronics Co.Ltd(600353)
Announcement on diluted immediate return of non-public offering of shares, filling measures taken by the company 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 State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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 initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant regulations. 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 a commitment to the practical implementation of the company’s measures to fill the return, The impact of the non-public offering on the dilution of immediate return and the measures to be taken by the company are described as follows:
1、 Impact of diluted immediate return of this non-public offering on the company’s main financial indicators
After the completion of this offering, the company’s total share capital and net assets will increase significantly. As it takes a certain process and time to generate benefits from the investment projects with raised funds, the company has the risk of dilution of earnings per share and decline of return on net assets in the short term. However, in the medium and long term, the growth of capital brought by the company’s non-public offering of shares will drive the expansion of the company’s business scale, and then improve the company’s profitability and net profit level. The company will actively take various measures to improve the use efficiency of net assets and capital to obtain a good return on net assets.
(I) main assumptions
1. It is assumed that there are no major adverse changes in the macroeconomic environment, the company’s industry and the company’s business environment;
2. It is assumed that the company will complete the non-public offering in September 2022 (the completion time is only the company’s estimate, and the final time shall be subject to the actual completion time approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”);
3. In order to quantitatively analyze the impact of this non-public offering on the dilution of immediate return, it is assumed that the number of shares in this non-public offering is 163116000, and the total amount of funds raised in this non-public offering does not exceed RMB 550 million (the impact of this offering cost is not considered temporarily);
4. According to the disclosure of the company’s report for the third quarter of 2021, the company’s net profit attributable to the shareholders of the parent company from January to September 2021 was 46.7784 million yuan, and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was 42.0338 million yuan. It is assumed that the net profit attributable to the shareholders of the listed company and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses realized by the company in 2021 are the same as the data from January to September 2021. For the net profit in 2022, it is assumed to be calculated according to the following three situations (the following assumptions do not represent the company’s judgment on the operation and trend in 2022 and do not constitute the company’s profit forecast): (1) the same as that in 2021; (2) An increase of 10% over 2021; (3) 10% lower than that in 2021;
5. The following calculation does not take into account the impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds from this issuance;
6. When predicting the net assets of the company after issuance, the impact of other factors other than raised funds, net profits and profit distribution on the net assets is not considered;
7. In the above hypothetical analysis, the main financial indicators of the company before and after the issuance do not constitute the profit forecast of the company, and the investor shall not make investment decisions accordingly. If the investor makes investment decisions accordingly and causes losses, the company shall not be liable for compensation.
(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 such as earnings per share and return on net assets, as follows:
Unit: 10000 yuan
Project year 2021 year 2022 year
Before and after this offering
Total share capital (10000 shares) 54372.00 70683.60
Total amount of funds raised in this offering (10000 yuan) — 55000.00
It is assumed that the net profit attributable to the shareholders of the parent company in 2022 is the same as that in 2021
Net profit attributable to shareholders of the parent company 4677.84 4677.84 4677.84
Project year 2021 year 2022 year
Before and after this offering
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses 4203.38 4203.38 4203.38
Shareholders’ equity attributable to the parent company at the end of the period 118520.35 120934.92 175934.92
Basic earnings per share (yuan / share) 0.09 0.09 0.08
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.08 0.08 0.07
Diluted earnings per share (yuan / share) 0.09 0.09 0.08
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.08 0.08 0.07
Weighted average return on net assets 4.02%, 3.91%, 3.50%
Weighted average return on net assets after deducting non recurring profits and losses: 3.62%, 3.51%, 3.15%
It is assumed that the net profit attributable to the shareholders of the parent company in 2022 will increase by 10% compared with 2021
Net profit attributable to shareholders of the parent company 4677.84 5145.62 5145.62
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses 4203.38 4623.72 4623.72
Shareholders’ equity attributable to the parent company at the end of the period 118520.35 121176.37 176.37
Basic earnings per share (yuan / share) 0.09 0.09 0.09
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.08 0.09 0.08
Diluted earnings per share (yuan / share) 0.09 0.09 0.09
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.08 0.09 0.08
Weighted average return on net assets 4.02%, 4.29%, 3.85%
Weighted average return on net assets after deducting non recurring profits and losses: 3.62%, 3.86%, 3.46%
It is assumed that the net profit attributable to the shareholders of the parent company in 2022 is 10% lower than that in 2021
Net profit attributable to shareholders of the parent company 4677.84 4210.06 4210.06
Net profit attributable to shareholders of the parent company after deducting non recurring profits and losses 4203.38 3783.04 3783.04
Shareholders’ equity attributable to the parent company at the end of the period 118520.35 120693.46 175693.46
Basic earnings per share (yuan / share) 0.09 0.08 0.07
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.08 0.07 0.06
Diluted earnings per share (yuan / share) 0.09 0.08 0.07
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.08 0.07 0.06
Weighted average return on net assets 4.02% 3.52% 3.16%
Weighted average return on net assets after deducting non recurring profits and losses: 3.62%, 3.16%, 2.84%
Note 1: for the calculation of basic earnings per share and diluted earnings per share, the company shall comply with the requirements of the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and diluted immediate return formulated by China Securities Regulatory Commission, It shall be calculated 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.
Note 2: the above assumptions are only used to calculate the impact of the diluted immediate return on the company’s main financial indicators, and do not represent the company’s view on profitability or judgment on operation and trend.
According to the above assumptions, the company’s basic earnings per share, diluted earnings per share and weighted average return on net assets may decline to a certain extent after the issuance compared with that before the issuance.
2、 Special risk tips for diluting the immediate return of this non-public offering
After the raised funds are in place, the total share capital and net assets of the company will increase. As the raised investment project requires a certain construction cycle, it takes a certain time for the project to generate benefits. During the construction period, the shareholder return is mainly realized through the existing business. With the increase of the company’s total share capital and net assets, if the company’s business scale and net profit fail to increase accordingly, the indicators such as earnings per share and weighted average return on net assets will be affected to a certain extent. Investors are hereby reminded to pay attention to the risk that this non-public offering may dilute the immediate return.
3、 Necessity and rationality for the board of directors to choose this financing
For the necessity and rationality of this non-public offering of shares, please refer to the introduction of the background and purpose of this non-public offering in “section I summary of this non-public offering plan” of the plan for non-public development of A-Shares in Chengdu Xuguang Electronics Co.Ltd(600353) 2022 and “section IV feasibility analysis of the board of directors on the use of the raised funds”.
4、 The relationship between the investment project of the raised funds and the company’s existing business, and the company’s reserves in terms of personnel, technology, market, etc
(I) relationship between the investment project of the raised funds and the existing business of the company
The company mainly focuses on the operation of electronic vacuum devices, completes the expansion of precision machining and embedded computer industry through the holding subsidiaries Yige machinery and ruikong CHUANGHE, and realizes the layout of the whole industrial chain of advanced electronic ceramics through the holding subsidiaries xuci new materials and BEICI new materials. After deducting the issuance expenses, the raised funds are planned to invest in the expansion project of electronic packaging ceramic materials, the industrialization project of electronic ceramic materials (phase I) and supplement working capital, which is consistent with the existing business of the company. The implementation of this raised investment project will expand the company’s market share in the electronic ceramics industry, enrich the product structure, further enhance the company’s influence and market value, and realize the company’s healthy, balanced and sustainable development in all aspects.
(II) the company’s reserves in terms of personnel, technology, market, etc. engaged in fund-raising investment projects, the company continues to improve the talent echelon construction, talent structured training system, talent multi career channel mechanism, and establish the responsibilities of the management team
