Securities code: 603398 securities abbreviation: mubang high tech Announcement No.: 2022-020 Jiangxi mubang High Tech Co., Ltd
Announcement on the company's non-public offering of shares, diluted immediate return, 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.
Jiangxi mubang High Tech Co., Ltd. (hereinafter referred to as "the company" or "the company") has reviewed and approved the matters related to the non-public offering of shares in 2022 at the fifth meeting of the Fourth Board of directors, which can only be implemented after being reviewed and approved by the general meeting of shareholders and the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). In order to implement the requirements of several 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, According to the relevant requirements of the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the company analyzed the impact of this non-public offering on the dilution of immediate returns, put forward filling measures in combination with the actual situation, and the relevant subjects made a commitment to the practical implementation of the company's filling measures. The details are as follows:
1、 Impact of this non-public offering on main financial indicators
(I) assumptions
1. It is assumed that the non-public offering plan will be implemented by the end of December 2022.
2. Assuming that the number of shares issued this time is 102.79 million, the number of shares issued is only the estimation used by the company for this calculation. Finally, the actual number of shares issued after being approved by the CSRC shall prevail.
3. Assuming that the total amount of the final funds raised from the non-public offering of shares (excluding the issuance expenses) is 2415 million yuan, the actual scale of the funds raised from the non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses.
4. It is assumed that the company's acquisition and merger of haoan energy will be completed in June 2022, and the target company will be included in the scope of consolidated statements from June 2022.
5. The following assumptions are made for the performance of the company and the target company in 2022:
According to the announcement of annual performance loss in 2021 disclosed by the company, it is expected that the net profit attributable to the shareholders of the listed company in 2021 will be - 130 million yuan to - 140 million yuan. It is assumed that the net profit attributable to the shareholders of the listed company in 2021 will be - 135 million yuan; In 2021, the net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss is - 150 million yuan to - 160 million yuan. It is assumed that the net profit attributable to the shareholders of the listed company after deducting the non recurring profit and loss in 2021 is - 155 million yuan.
The performance of the listed company in 2022 is the same as that in 2021, that is, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is - 155 million yuan; The profitability of the target company in 2022 is in line with the promised net profit, that is, haoan energy realized a net profit of 140 million yuan attributable to the owner of the parent company in 2022.
6. When predicting the net assets of the company after this issuance, the impact of other factors other than the raised funds and net profits on the net assets was not considered.
7. No major changes have taken place in the macroeconomic environment, industrial policies, industrial development and product market.
(II) impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of the non-public offering on the main financial indicators, as follows:
Total share capital (shares) at the end of 2021 342634507
Undistributed profits in the implementation month of profit distribution in 2022
Total share capital (shares) before the issuance 342634507
The number of additional shares (shares) issued this time is 102790000
Total share capital (shares) after this issuance: 445424507
The issuance is expected to be completed by the end of December 2022
The net amount of funds raised in this offering (yuan) is 2415000000
Main financial indicators 2021 / 2021.12.31 2022 / 2022.12.31 before and after this offering
Net profit attributable to owners of parent company after deducting non recurring profit and loss -155000000.00 -73333333.33 (yuan)
Shareholders' equity attributable to the parent company at the beginning of the period (yuan) 780133927.88 948241493.42
Equity attributable to the parent company at the end of the period: 32949042.894
Basic income per -0.48 -0.21 shares after deducting non recurring profits and losses (yuan / share)
Diluted earnings per -0.48 -0.21 shares after deducting non recurring profits and losses (yuan / share)
Net assets per share (yuan / share) 2.77 7.39
Weighted average return on net assets after deducting non recurring profits and losses - 17.36% - 8.04%
Note 1: the above calculation does not represent the company's profit forecast in 2022. 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;
Note 2: the amount of funds raised in this non-public offering and the completion time of the offering are only estimates, and the final amount of funds raised in this non-public offering and the actual completion time of the offering approved by the CSRC shall prevail.
Note 3: owner's equity attributable to the parent company at the end of the period = owner's equity attributable to the parent company at the beginning of the period - cash dividends in the current period + net profit attributable to the owner of the parent company + financing amount of this non-public offering;
Note 4: basic earnings per share before the issuance = net profit attributable to the owner of the parent company in the current period / total share capital before the issuance; Basic earnings per share after this issuance = net profit attributable to the owner of the parent company in the current period / (total share capital before issuance + cumulative months from the next month of newly added net assets to the end of the reporting period / 12 * number of newly issued shares this time);
Note 5: basic net assets per share before the issuance = owner's equity attributable to the parent company at the end of the period / total share capital before the issuance; Net assets per share after the issuance = owner's equity attributable to the parent company at the end of the period / (total share capital before the issuance + number of shares newly issued this time); Note 6: weighted average return on net assets = net profit attributable to shareholders of the parent company in the current period / (net assets attributable to shareholders of the parent company at the beginning of the period + cumulative months from the next month of new net assets to the end of the reporting period / 12 * total amount of funds raised in this issuance + net profit attributable to owners of the parent company in the current period / 2).
According to the above calculation, the basic earnings per share of the listed company after deducting non recurring profits and losses is -0.48 yuan / share (forecast) before the issuance, that is, December 31, 2021. After the issuance, that is, December 31, 2022 (forecast), the basic earnings per share of the listed company after deducting non recurring profits and losses is -0.21 yuan / share. Therefore, the non-public offering has no diluted immediate return.
2、 Special tips for diluting the risk of immediate income in this non-public offering
After the funds raised this time are in place, the total share capital and net assets of the company will increase to a certain extent. If the acquired haoan energy fails to reach the expected profit level due to macroeconomic fluctuations or other factors, and it takes a certain time for the 10000 t / a intelligent silicon purification and recycling project in the raised investment project to reach production, the growth rate of the company's net profit after the issuance may be lower than that of its share capital and net assets, There is a risk that the indicators of earnings per share and return on net assets will be diluted after the issuance. Investors are hereby reminded to pay attention to the risk that this non-public offering may dilute the immediate return.
The raised investment projects issued this time comply with relevant policies, laws and regulations, the actual situation and strategic needs of the company, and have the necessity of implementation. The raised investment project has good market development prospects. The use of raised funds will enrich the company's main business, optimize the existing business structure and inject high-quality assets into the photovoltaic industry, which is conducive to enhancing the company's profitability, comprehensively improving the company's core competitiveness and in line with the interests of the company and all shareholders. After the completion of this issuance, the total assets and net assets of the company will increase, which is conducive to improving the capital strength and solvency of the company, reducing financial risks, enhancing business ability and providing effective guarantee for the sustainable development of the company.
4、 The relationship between the investment project of 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 relationship between the investment project of the raised funds and the existing business of the company
One of the investment projects raised by this non-public offering is to acquire 100% equity of haoan energy. Haoan energy is a high-tech enterprise mainly engaged in the R & D, production and sales of photovoltaic silicon wafers and silicon rods. Its main products are Cecep Solar Energy Co.Ltd(000591) monocrystalline silicon wafers and silicon rods. Listed companies are mainly engaged in the business of educational toys, medical devices, education and the R & D, production and sales of precision non-metallic molds.
After the acquisition, the listed company will effectively expand the business scope of the company on the basis of the original business, further improve the company's industrial platform, actively grasp the good opportunity of the rapid development of photovoltaic industry and realize leapfrog diversified development. The listed company will seize the strategic opportunities brought by the favorable business environment and make full use of the rapid development trend of China's International Photovoltaic Market to become an influential manufacturer of photovoltaic silicon wafers and rods.
(II) the company's reserves in terms of personnel, technology, market, etc. for the investment projects with raised funds, the board of directors of haoan energy will be jointly appointed by the company and the counterparty. In addition, the company has the right to appoint a financial person in charge. Haoan energy implements the general manager responsibility system for its daily operation, maintains the stability of the management during the performance commitment period, and ensures that the management independently exercises its operation and management functions and powers within the scope of its functions and powers according to law.
In addition to the above, haoan energy has always attached importance to the reserve and training of human resources since its establishment, and regularly carried out on-the-job training for employees in different positions. Haoan energy's core team is stable, and the core personnel have more than 10 years of product development experience in the photovoltaic industry. Among them, Mr. Zhang Zhonghua, the general manager, was employed as a review expert of science and technology projects in Jiangxi Province, presided over the development of many monocrystalline silicon products, and established the R & D and production system of hao'an energy; Among them, Mr. Ling Jibei, the deputy general manager, has participated in the R & D of semiconductor monocrystalline silicon production technology for 8-inch as doped epitaxial wafer and 8-inch n-type high resistance grinding wafer, and the R & D of magnetic field drawing 10-12 inch silicon rod technology.
In terms of technology, haoan energy is a high-tech enterprise focusing on the R & D, production and sales of photovoltaic silicon wafers and silicon rods. Haoan energy's main products are Cecep Solar Energy Co.Ltd(000591) monocrystalline silicon wafer and silicon rod, of which Cecep Solar Energy Co.Ltd(000591) monocrystalline silicon wafer is the main one. The main specifications of Cecep Solar Energy Co.Ltd(000591) monocrystalline silicon wafer products are 166mm, 182mm and 210mm. It has the production capacity of mass production of 182mm and 210mm large-size silicon wafer, so as to realize the replacement of old production capacity by high-efficiency production capacity, so as to meet the future market demand.
In terms of market, haoan energy has won the recognition of many downstream powerful users with cost-effective products, reliable quality and high-quality services, and has established stable cooperative relations with many well-known photovoltaic module companies. Haoan energy's main customers include Jiangsu Shunfeng New Energy Technology Co., Ltd., Hunan Red Sun New Energy Technology Co., Ltd., Jiangsu Runyang Yueda Photovoltaic Technology Co., Ltd., Shanxi Lu'an Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd., Jinzhai Jiayue New Energy Technology Co., Ltd., and Yidao new energy technology (Quzhou) Co., Ltd, Haoan energy has the advantage of rich customer resources.
5、 Filling measures for diluting the immediate return of the company's non-public offering
In order to ensure the effective use of the raised funds, effectively prevent the risk of dilution of the immediate return and improve the return ability in the future, the company plans to take measures such as strictly implementing the raised funds management system, actively improving the use efficiency of the raised funds, accelerating the development of the company's main business, improving the company's profitability, constantly improving the profit distribution policy and strengthening the investor return mechanism, So as to improve the quality of assets, increase operating revenue, thicken future income and realize sustainable development, so as to fill the return. Specific measures are as follows:
(I) improve the company's sustainable profitability and comprehensive strength through raising investment projects
This non-public offering is an important measure taken by the company to further improve its competitiveness and sustainable profitability. The board of directors has fully demonstrated the feasibility of the investment project raised by the non-public offering. The investment project conforms to the national industrial policy, industry development trend and the company's overall strategic development direction in the future, and has good market prospect and profitability.
With the goal of "carbon peak and carbon neutralization" put forward, China's photovoltaic industry has ushered in the spring of development. After the completion of this non-public offering, the company will enter the fast-growing photovoltaic industry. At that time, the business structure of the company will be improved
