Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Announcement No.: 2022-014 Zhejiang Founder Motor Co.Ltd(002196)
Risk tips for diluting the immediate return of non-public issuance of A-Shares in 2022
Announcement on taking filling measures and commitments of relevant subjects
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.
Zhejiang Founder Motor Co.Ltd(002196) (hereinafter referred to as “the company”) non-public offering of A-Shares in 2022 has been deliberated and adopted at the 15th meeting of the seventh board of directors held on January 25, 2022. The non-public offering of A-Shares is subject to the deliberation and approval of the general meeting of shareholders and the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
In accordance with 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 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 analyzed the impact of this offering on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return in combination with the actual situation, as follows: I. The impact of this non-public offering on the company’s main financial indicators (I) main assumptions
The following assumptions are only used to calculate the impact of the diluted immediate return of this non-public offering on the company’s main financial indicators, do not represent the company’s judgment on the business situation and trend in 2021 and 2022, and do not constitute a profit forecast. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Relevant assumptions are as follows:
1. It is assumed that the issuance will be completed at the end of September 2022. This time is only assumed to be used to calculate relevant data. Finally, the actual completion time after the issuance is approved by the CSRC shall prevail;
2. It is assumed that the number of shares issued this time is 99888986 (i.e. 20% of the total share capital before issuance)
The capital is 1 billion yuan (excluding the issuance cost). This assumption is only used to calculate the impact of this issuance on the company
The impact of earnings per share shall ultimately be based on the number of shares issued and the final raised funds approved by the CSRC
accurate
3. Assuming that there are no major adverse changes in the macroeconomic environment and the securities industry, the company’s business environment
No major adverse changes have taken place in the environment;
4. It is assumed that the company’s net profit attributable to the shareholders of the parent company in 2021 and after deducting non recurring profits and losses
The net profit of shareholders of the parent company is the annualized data of the third quarter of 2021; On this basis, it is assumed that
The net profit attributable to the common shareholders of the parent company in 2022, after deducting non recurring profits and losses, belongs to the parent company
The net profit of the company’s shareholders is calculated according to the following three situations: (1) the same as that in 2021; (2) Minus
Loss of 10%; (3) Increase losses by 10%;
5. It is assumed that the impact of the company’s profit distribution in 2021 and 2022 will not be considered;
6. The impact on the company’s production, operation and financial status (e.g. financial position) after the funds raised in this issuance are received is not considered
Cost, investment income, etc;
7. Other factors other than this issuance, net profit, profit distribution and share repurchase and cancellation are not considered
The impact of factors on the scale of the company’s net assets.
(II) impact on the company’s main financial indicators
Based on the above assumptions, the company calculated the earnings per share and net assets of the company from this non-public offering
The impact of main financial indicators such as yield is as follows:
2021 / December 31, 2022
Main financial indicators / December 2021 is the same as that in 2021, with loss reduced by 10% and loss increased by 10%
Bid month 31
(III) after the issuance of quarterly report, before and after the issuance, before and after the issuance, and annualized before the issuance)
Total share capital (10000 yuan)
Shares) 49944.49 59933.39 49944.49 59933.39 49944.49 59933.39 49944.49
Attributable to the parent company
The net capital of the company’s shareholders is 145126.99 242201.83 142201.83 242494.34 142494.34 241909.31, and the assets (10000 yuan) belong to the parent company
Net profit of shareholders of the company -2925.17 -2925.17 -2925.17 -2632.65 -2632.65 -3217.68 -3217.68
Profit (10000 yuan) attributable to shares of the parent company after deducting Non Profits
East net profit -7748.69 -7748.69 -7748.69 -6973.82 -6973.82 -8523.56 -8523.56 (ten thousand yuan) basic income per share
Yi -0.06 -0.06 -0.06 -0.05 -0.05 -0.06 -0.06
Diluted earnings per share
Yi -0.06 -0.06 -0.06 -0.05 -0.05 -0.06 -0.06
Basic after deduction
Earnings per share -0.16 -0.15 -0.16 -0.13 -0.14 -0.16 -0.17
Dilution after deduction
Earnings per share -0.16 -0.15 -0.16 -0.13 -0.14 -0.16 -0.17
Weighted average net
Return on assets — 1.73% – 2.04% – 1.56% – 1.83% – 1.91% – 2.24%
Non post deduction weighting
Average net assets — 4.66% – 5.49% – 4.18% – 4.92% – 5.14% – 6.05% yield
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,
Moreover, it will take some time for the project to generate benefits. When the total share capital and net assets of the company are increased,
If the company’s operating conditions are not significantly improved and cannot turn losses into profits in the current period, the company’s earnings per share and other indicators will remain unchanged
There may be negative risks in the current period.
If the company’s operating conditions improve significantly and achieve profitability, the company’s earnings per share will increase
Profit and weighted average return on net assets and other indicators will have the risk of being diluted.
2、 Risk tips on diluted immediate return of this non-public offering
After the completion of this non-public offering of shares, the total share capital and net assets of the company have increased. If the company does not
In recent years, the growth rate of net profit is lower than that of net assets and total share capital, or there is further loss per share
Financial indicators such as earnings and weighted average return on net assets will decline to a certain extent, and the company’s earnings per share will increase
Profit and weighted average return on net assets and other indicators have the risk of being diluted.
At the same time, the company’s hypothetical analysis in the dilution impact of this issuance on the spot return is not the company
According to the profit forecast, the specific measures to fill the return formulated to deal with the risk that the immediate return is diluted are not equal to
Investors should not make investment decisions based on the guarantee of the company’s future profits, and investors should invest accordingly
If the decision causes losses, the company shall not be liable for compensation.
3、 Necessity and rationality of this non-public offering
“Section IV feasibility analysis of the board of directors on the use of the raised funds” of the company’s 2022 plan for non-public offering of a shares. 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
After deducting the issuance expenses, the investment of the raised funds will be used for the “annual output of 1.8 million sets of new energy vehicle drive motor project”, “Lishui fangdezhiqu Application Technology Research Institute expansion project” and supplementary working capital. Among them, the “annual output of 1.8 million sets of new energy vehicle drive motor project” and the “Lishui fangdezhiqu Application Technology Research Institute expansion project” are carried out around the company’s main business to further expand the existing production capacity, which is in line with the company’s established development strategy and shareholders’ interests. The purpose of replenishing working capital is to improve the company’s capital structure, reduce the debt repayment pressure, and enhance the company’s follow-up financing ability.
Therefore, from the perspective of the relationship between this raised investment project and the company’s existing business, through this raised investment project, the company’s own capital strength and market influence will be significantly enhanced, and its profitability and anti risk ability will be improved accordingly, which will provide strong support and guarantee for the further development of the company’s existing business. In conclusion, the investment project of the raised funds has a close relationship with the company’s existing business, which helps to improve the operating performance of the company’s main business. 5、 The company’s specific measures on filling the immediate return
In order to ensure the effective use of the raised funds, effectively prevent the risk of dilution of shareholders’ immediate return and improve the company’s sustainable return ability in the future, after the completion of this non-public offering of shares, the company will strengthen market development, strive to improve sales revenue, improve management level, improve the company’s operation efficiency and increase future earnings, To reduce the impact of this issuance on diluted shareholders’ immediate return.
(I) comprehensively improve the management level of the company and improve the employee incentive mechanism
The company will improve the business process, improve the production efficiency, strengthen the information management of procurement, production, inventory and sales, improve the operation efficiency of the company’s assets and the turnover efficiency of working capital. At the same time, the company will strengthen budget management and the implementation of bidding system, and strictly implement the company’s procurement approval system. In addition, the company will improve the salary and incentive mechanism, establish a market competitive salary system, introduce market talents, stimulate the enthusiasm of employees to the greatest extent, and tap the creativity and potential power of employees. Through the above measures, the company will comprehensively improve the company’s operation efficiency, reduce costs and improve the company’s business performance.
(II) continuously improve corporate governance and provide institutional guarantee for the development of the company
The company will strictly comply with the requirements of laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidelines for the governance of listed companies, and continuously improve the corporate governance structure to ensure that shareholders can fully exercise their rights; Ensure that the board of directors can exercise its powers and make scientific decisions in accordance with laws, regulations and the articles of Association; Ensure that independent directors can earnestly perform their duties and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders; Ensure that the board of supervisors can independently and effectively exercise the right to supervise and inspect the directors, managers and other senior managers and the company’s finance, so as to provide institutional guarantee for the development of the company.
(III) strengthen the management of raised funds and improve the efficiency of fund use
In order to standardize the use and management of the company’s raised funds and ensure the standardized, safe and efficient use of the raised funds, the company has formulated the raised funds management system. Since listing, the above system has been strictly implemented. After the end of this non-public offering, the raised funds will be deposited in the special account designated by the board of directors in accordance with the system requirements, and the special account will be used for special purpose, so as to ensure the rational and standardized use of the raised funds and prevent the use risks of the raised funds. In the future, the company will strive to improve the use efficiency of funds, improve and strengthen the investment decision-making procedures, design more reasonable fund use schemes, make rational use of various financing tools and channels, control the cost of funds, improve the use efficiency of funds, save various expenses of the company, comprehensively and effectively control the company’s operation and control risks, and improve the operation efficiency and profitability.
(IV) improve the company’s dividend policy and ensure the return of shareholders’ interests
According to the requirements of laws and regulations such as the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the company further improved and refined its profit distribution policy and formulated the shareholder return plan for the next three years (2021-2023) in combination with its actual situation. The formulation and improvement of the above system further defines the decision-making procedures, mechanism and specific dividend distribution proportion of the company’s dividend, which will effectively ensure the reasonable return on investment of all shareholders.
In the future, the company will continue to strictly implement the company’s dividend policy, strengthen the investor return mechanism, and ensure that the interests of the company’s shareholders, especially small and medium-sized shareholders, are protected.
To sum up, after the issuance, the public
