Securities code: 300806 securities abbreviation: Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) Announcement No.: 2022-010 Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806)
Announcement on diluting the immediate return and filling measures of issuing A-Shares to specific objects and the commitments of relevant subjects (Revised Draft)
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 impact on the company's main financial indicators after the issuance in this announcement does not constitute the company's profit forecast, and investors should not make investment decisions based on it. If investors make investment decisions based on it and cause losses, the company will not be liable for compensation.
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) (hereinafter referred to as "the company") has deliberated and adopted the relevant proposals on issuing A-Shares to specific objects in 2021 at the third meeting of the Fourth Board of directors, the third meeting of the Fourth Board of supervisors, the first extraordinary general meeting of shareholders in 2021, the 15th meeting of the Fourth Board of directors and the 14th meeting of the Fourth Board of supervisors.
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), several opinions of the State Council on further promoting the healthy development of the capital market (GBF [2014] No. 17) In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue of shares to specific objects on the dilution of immediate returns and put forward specific measures to fill in returns, The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the effective implementation of the company's measures for filling returns, as follows:
When the share capital of the company has increased, the implementation and benefits of the investment projects with raised funds will take a certain time, which may lead to the profit growth rate of the company in the year of issuance being lower than the expansion rate of the share capital. The earnings per share of the company will be diluted within a certain period after the issuance, and the immediate return of the company will be diluted.
Without considering the use efficiency of the raised funds, according to the following assumptions, the simulation calculation of the impact of the issuance of main financial data and financial indicators to specific objects is as follows:
1. Main assumptions and premises
(1) It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industrial development and the company's business environment;
(2) Assuming that the issuance plan to specific objects is completed by the end of June 2022, the completion time is only used to calculate the impact of the diluted immediate return of the issuance to specific objects on the main financial indicators. Finally, the actual completion time after the approval of Shenzhen Stock Exchange and the consent of China Securities Regulatory Commission to register the issuance shall prevail;
(3) When predicting the total share capital of the company, we only consider the impact of this issuance of shares to specific objects, and do not consider the changes in share capital caused by other factors (such as conversion of capital reserve to share capital, equity incentive, option incentive exercise, stock repurchase and cancellation, etc.). Based on the total share capital of the company before the issuance of 189925400 shares and the upper limit of 56.9776 million shares issued to specific objects, the total share capital of the company will reach 246.903 million shares after the issuance to specific objects. The number of shares issued to specific objects this time is only an estimate. After the final number of shares issued is approved by Shenzhen Stock Exchange and approved to be registered by the CSRC, the board of directors of the company shall negotiate with the sponsor (lead underwriter) of this issuance according to the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual situation at the time of issuance. It is assumed that the total amount of final raised funds (including issuance expenses) is 500 million yuan;
(4) From January to September 2021, the net profits attributable to shareholders of listed companies before and after deducting non recurring profits and losses were 133.1203 million yuan and 101.8981 million yuan respectively (Unaudited). On the premise of no major operating risks, according to the realized net profit, it is assumed that the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2021 is about 13312.03 * 12 / 9 = 177493700 yuan and 10189.81 * 12 / 9 = 135864100 yuan;
(5) For the calculation of the impact of this issuance on the immediate return, the impact on the issuer's production and operation, financial status and other factors after the arrival of the raised funds is not considered temporarily. It is assumed that there will be no profit distribution in 2021.
The above assumptions are only used to calculate the diluted impact of this issuance to specific objects on the main financial indicators of the company's immediate return, and do not represent the company's judgment on the operation and financial situation of the future year, nor do they constitute a profit forecast. The realization of the company's income depends on many factors, such as national macroeconomic policies, industry development, market competition and the company's business development, and there is great uncertainty. 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.
2. Impact on main financial indicators
Based on the above assumptions, under the assumptions of different performance growth, the impact of the diluted immediate return issued to specific objects on the company's main financial indicators is compared as follows:
2021 / 2022 / 2022.12.31 project / 2021.12.31 do not consider this issuing bank
Total share capital (10000 shares) 18992.54 18992.54 24690.30
Assumption 1: the net profit attributable to shareholders of listed companies before / after deducting non recurring profits and losses in 2020 and 2021 is the same as that in the previous period
Net profit attributable to the owner of the parent company (10000 yuan) 17749.37 17749.37 17749.37
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses (RMB 1358641, 13586.41, 13586.41)
Basic earnings per share (yuan / share) 0.93 0.93 0.81
Diluted earnings per share (yuan / share) 0.93 0.93 0.81
After deducting non recurring gains and losses, the basic earnings per share (yuan / share) is 0.72 0.72 0.62
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.72 0.72 0.62
Assumption 2: the net profit attributable to shareholders of listed companies before / after deducting non recurring profits and losses in 2020 and 2021 increased by 10% compared with the previous period
Net profit attributable to the owner of the parent company (10000 yuan) 17749.37 19524.31 19524.31
Net profit attributable to owners of parent company after deducting non recurring profit and loss (rmb13586414945.06)
Basic earnings per share (yuan / share) 0.93 1.03 0.89
Diluted earnings per share (yuan / share) 0.93 1.03 0.89
After deducting non recurring profits and losses, the basic earnings per share (yuan / share) is 0.72 0.79 0.68
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.72 0.79 0.68
Assumption 3: the net profit attributable to shareholders of listed companies before / after deducting non recurring profits and losses in 2020 and 2021 increased by 20% compared with the previous period
Net profit attributable to the owner of the parent company (10000 yuan) 17749.37 21299.25 21299.25
Net profit attributable to the owner of the parent company after deducting non recurring profits and losses (RMB 1358641 16303.70)
Basic earnings per share (yuan / share) 0.93 1.12 0.98
Diluted earnings per share (yuan / share) 0.93 1.12 0.98
After deducting non recurring profit and loss, the basic earnings per share (yuan / share) is 0.72 0.86 0.75
Diluted earnings per share after deducting non recurring profits and losses (yuan / share) 0.72 0.86 0.75
After the completion of this issuance to specific objects, the total share capital of the company will increase significantly.
With the increase of total share capital, the earnings per share index of the company will decline to a certain extent in a short time, and there is a risk that the shareholders' immediate return will be diluted.
2、 Special risk tips on diluted immediate return of this offering
After the completion of this offering, the total share capital and net assets of the company will increase significantly, and the overall capital strength of the company will be improved. As it takes a certain process and time to implement and generate benefits for the investment projects with raised funds, the net profit of the company may not keep pace with the growth of share capital and net assets in the short term, As a result, the company's earnings per share and return on net assets and other indicators decreased compared with those before the issuance. The company has the risk that the earnings per share will be diluted and the return on net assets will decline after the issuance of shares to specific objects.
At the same time, when calculating the specific impact of the diluted immediate return of this offering on the company's main financial indicators, the hypothetical analysis of the net profit attributable to the owners of the parent company in 2022 is not the company's profit forecast, and the specific measures to fill the return formulated to deal with the risk of diluted immediate return are not equivalent to ensuring the company's future profits, 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. Investors are hereby reminded.
3、 The necessity and rationality of the board of directors choosing this financing
1. This issuance is the need of the company's operation and development
The use of the funds raised in this offering complies with relevant national industrial policies, laws and regulations, as well as the company's overall strategic development direction in the future. The issuance of shares to specific objects to raise funds will help to solve the demand for funds in the process of continuous expansion and upgrading of the company's business, provide important support for the development of the company's main business, consolidate and strengthen the company's position in the industry, improve the company's profitability and overall competitiveness, and provide impetus for the company's future business development. Therefore, this issuance is of positive significance to the operation and management of the company, lays the foundation for the sustainable development of the company, and is in line with the interests of the company and all shareholders.
2. Issuing shares to specific objects is a financing method suitable for the company at this stage
Through this equity financing, the company can reduce the proportion of bank loans, reduce the company's asset liability ratio, effectively improve the company's capital structure, enhance the company's capital strength, reduce the company's repayment pressure, reduce the company's financial risk and operation risk, provide strong capital guarantee for the subsequent development of the enterprise, and contribute to the long-term and healthy development of the enterprise.
4、 The relationship between the investment project of the raised funds and the existing business of the company
The precision release film produced by the fund-raising investment project is a high-end release film. Its terminal application scenarios are the screen of smart phones and tablet computers (such as the release film used by OCA), liquid crystal TV polarizer (such as the release film used by polarizer), and various electronic components used in 5g mobile phones, automotive electronics and the Internet of things (such as the release film used by MLCC), Its precision is much higher than that of ordinary release film. At present, the market share of this kind of products is mainly occupied by foreign manufacturers. The products related to the raised investment projects will give priority to meeting the company's own needs, and the excess will be sold directly to the outside world, forming a new source of income and profit growth point of the company. The products related to the raised investment project are consistent with the current main business direction of the company. After the project is put into operation, it is conducive to the extension of the company to the upstream industrial chain, the import substitution of the company's products, the enrichment of the company's existing product types, the consolidation of the company's main business, the improvement of profitability and the maintenance of China's leading market position.
5、 Specific measures to fill the diluted 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 issuance of shares to specific objects is completed, the company will improve the use efficiency of the raised funds by strengthening the management of the raised funds; Grasp the development opportunities of the industry and enhance the profitability of the company; Comprehensively improve the company's operation and management level, improve operation efficiency and reduce operation cost; Strictly implement the cash dividend policy and strengthen the investor return mechanism, so as to reduce the impact of diluting the immediate return of shareholders. The specific measures to be taken by the company are as follows:
1. Accelerate the investment and construction of projects invested with raised funds and realize the expected benefits of the project as soon as possible
The investment projects of the raised funds closely focus on the company's main business and meet the requirements of
