Stock Code: 000591 stock abbreviation: Cecep Solar Energy Co.Ltd(000591) Announcement No.: 2022-17 bond Code: 112876 bond abbreviation: 19 sun G1
Cecep Solar Energy Co.Ltd(000591)
Diluted immediate return and filling measures for non-public offering of a shares
Announcement of commitments with 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.
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) According to the relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to the dilution of the immediate return of the initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), if the refinancing of listed companies dilutes the immediate return, they shall promise and fulfill the specific measures to fill the return. Cecep Solar Energy Co.Ltd(000591) (hereinafter referred to as the company) analyzed the possible impact of this non-public offering on the immediate return, put forward relevant specific measures in combination with the actual situation of the company, and the controlling shareholders, all directors and senior managers of the company issued relevant commitments. The details are as follows:
1、 Impact of diluted immediate return of this non-public offering on the company's main financial indicators
(I) assumptions
1. It is assumed that the non-public offering of shares will be completed by the end of March 2022. The completion time is only an estimate, and the actual completion time shall prevail.
2. The company's macroeconomic environment, industrial policies, industry development and product market have not changed significantly.
3. It is assumed that the number of shares in this non-public offering is the upper limit of the number of shares in this non-public offering plan approved by the board of directors, i.e. 902129410 shares. The final shall be subject to the approval of the CSRC and the actual issuance.
4. It is assumed that the total amount of funds raised by this non-public offering of shares is RMB 600 million, regardless of the impact of issuance expenses. The actual amount of funds raised in this non-public offering will be finally determined according to the approval of the regulatory authorities, the issuance and subscription, and the issuance expenses.
5. According to the company's report for the third quarter of 2021, the net profit attributable to the company's shareholders in the first three quarters of 2021 was 1187841600 yuan, and the net profit attributable to the company's shareholders after deducting non recurring profits and losses was 1062292500 yuan. It is assumed that the net profit attributable to shareholders before and after deduction of non profits realized by the company in 2021 is 4 / 3 times of the data disclosed in the report of the third quarter of 2021, which is 1583.7888 million yuan and 1416.39 million yuan respectively; The net profit attributable to the company's shareholders in 2022 and the net profit attributable to the company's shareholders after deducting non recurring profits and losses are the same as those in 2021. This hypothetical analysis does not represent the company's judgment on the operation and trend in 2021 and 2022, nor does it constitute the company's profit forecast.
6. The impact on the company's production, operation and financial status (such as operating income, financial expenses, investment income, etc.) after the funds raised by this non-public offering are received will not be considered.
7. The impact of the company's cash dividend is not considered.
8. It is assumed that other behaviors that will affect or potentially affect the total share capital of the company will not be considered except for this non-public offering.
(II) impact on main financial indicators
Based on the above assumptions, the impact of the diluted immediate return of this non-public offering on the company's main financial indicators is calculated as follows:
Project year 2021 / year 2022 / December 31, 2022
Before and after the issuance on December 31, 2021
Common stock capital (10000 shares) 300709.80 300709.80 390922.74
Assuming that the net profit attributable to the shareholders of the company in 2022 is the same as that in 2021
Net profit attributable to shareholders of the company (10000 yuan) 158378.88 158378.88 158378.88
Attributable to the company after deducting non recurring profits and losses
Net profit of shareholders (10000 yuan) 141639.00 141639.00
Basic earnings per share (yuan) 0.53 0.53 0.43
Basic earnings per share (yuan) (after deduction) 0.47 0.47 0.38
Diluted earnings per share (yuan) 0.53 0.53 0.43
Diluted earnings per share (yuan) (after deduction) 0.47 0.47 0.38
Note: the basic earnings per share and diluted earnings per share are prepared in accordance with 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.
(III) risk tips on diluted immediate return of non-public offering of shares
After this non-public offering, the company's share capital and net assets will increase significantly. As the implementation and transformation of the investment projects with raised funds into the profitability of the company will take a certain time, the shareholder return will still be realized through the existing business in the short term. Therefore, after the completion of this non-public offering, the growth of the company's net profit cannot keep pace with the growth of the company's net assets in the short term, and there is a risk that earnings per share and return on net assets will be diluted in the short term. Investors are hereby reminded to pay attention to the risk that this non-public offering of shares may dilute the immediate return.
2、 Explanation on the necessity and rationality of this non-public offering
The necessity and rationality of this non-public offering of shares are detailed in the "section III feasibility analysis of the board of directors on the use of the raised funds" of the plan for non public development of shares of Cecep Solar Energy Co.Ltd(000591) (Revised Version).
3、 The relationship between the investment project of the raised funds and the existing business of the company
The company's business focuses on the investment and operation of Cecep Solar Energy Co.Ltd(000591) photovoltaic power station, and is also engaged in the production and sales of Cecep Solar Energy Co.Ltd(000591) battery modules.
Vigorously developing photovoltaic power generation projects and increasing the installed scale of photovoltaic power generation are important ways for the company to achieve its strategic objectives.
The investment project of the funds raised from this non-public offering closely focuses on the company's main business and future development strategic layout, has no adverse impact on the company's existing business model, is conducive to further expanding the scale of main business and improving the profit level, and promotes the company to take the lead in realizing the industrialization of the reserved leading technology and R & D achievements, which is conducive to the company to grasp the opportunity of technological change in the industry, Further strengthen the company's competitive advantage in the field of photovoltaic power station operation.
4、 Reserves of personnel, technology, market and other aspects of the company's implementation of raised investment projects
(I) personnel reserve
As of September 30, 2021, the company has a total of 1845 employees. From the perspective of professional composition, the company has 814 production personnel, 35 sales personnel, 382 technical personnel, 99 financial personnel, 153 administrative personnel, 316 management personnel and 46 other personnel. The company has gathered a group of scientific and technological talents and comprehensive management talents in power generation, new energy, energy conservation and environmental protection. As of September 2021, the company has obtained the qualification of national postdoctoral workstation. In addition, the company also has Jiangsu postgraduate workstation and other platforms to carry out two provincial and ministerial talent training plans. In 2020, Jiangsu postdoctoral innovation base has completed the entry of postdoctoral in 2020. The company has 418 scientific and technological personnel. The company's scientific and technological talent echelon and scientific research platform have been further improved, which has laid a solid foundation for the cultivation and construction of talent echelon in the future. The company has sufficient talent reserves to ensure the effective implementation of raised investment projects.
(II) technical reserve
The company has accumulated rich experience and professional technical reserves in the development, construction, operation and maintenance of photovoltaic power generation projects.
As of September 30, 2021, the company has applied for more than 400 patents in the whole system and obtained more than 300 patent authorizations. The company has presided over or participated in the preparation of 14 national standards, of which 2 have been printed and distributed; Presided over or participated in the preparation of 12 industry standards, of which 7 have been printed and distributed; 19 standards for hosting or participating groups, of which 5 have been issued; At present, 3 local standards are being prepared and 1 local standard is being revised. The company has obtained 13 high-tech products in Jiangsu Province (4 products are currently in the validity period), 2 national key new products and 1 famous brand product in Jiangsu Province. It has successively obtained the honorary titles of CQC first-class energy-efficient photovoltaic leader certification and "leader" advanced technology certification.
(III) market reserve
The strategic goal of the national energy structure adjustment shows that there is still huge development space for the photovoltaic industry. As an important link in the photovoltaic industry chain, photovoltaic power generation and photovoltaic product manufacturing continue to have a good development prospect.
In September 2020, the president Xi Jinping delivered an important speech at the general debate of the 75th United Nations General Assembly, proposing that China will increase its national independent contribution, adopt stronger policies and measures, strive to reach the peak of carbon dioxide emissions by 2030 and strive to achieve carbon neutrality by 2060. In December 2020, the president of Xi Jinping announced at the climate ambition summit that the total installed capacity of wind power and Cecep Solar Energy Co.Ltd(000591) power generation in China will reach more than 1.2 billion kw by 2030, which means that the Chinese Shanxi Guoxin Energy Corporation Limited(600617) market will maintain at least 70gw of new installed capacity every year in the next decade, of which the new installed capacity of photovoltaic is expected to be more than 40gw.
In line with the development trend of new energy, the company has been deeply cultivated in the photovoltaic power generation industry for many years, has advantages in installed capacity, power generation and power sales, has been fully recognized by customers, and has established a long-term and stable cooperative relationship with large power grid companies.
5、 Measures taken by the company to dilute the immediate return of this non-public offering
In order to safeguard the interests of investors, reduce the risk of dilution of immediate return and enhance the long-term return ability to shareholders, the company will strengthen the supervision of investment projects with raised funds, accelerate the progress of project implementation, improve the level of operation management and internal control, enhance the profitability of the company and strengthen the return mechanism of investors. Specific measures are as follows:
(I) actively promote the construction of investment projects with raised funds and consolidate the company's market competitiveness
The company plans to use part of the funds raised from this non-public offering for the construction of photovoltaic power station projects, which will take some time to complete and put into operation. The company's raised investment projects are in line with the industry development trend and the company's overall strategic development direction in the future, and have good development prospects and economic benefits. After the funds raised in this non-public offering are in place, the company will strive to ensure the implementation progress of the raised investment project. The smooth implementation and benefit release of the raised investment project will help to fill the dilution of the immediate return in this non-public offering and listing, which is in line with the long-term interests of the company's shareholders.
(II) reduce the company's financial expenses and improve profitability
The company plans to use part of the funds raised from this non-public offering to supplement working capital and further improve the company's financial situation. The company will make full use of such funds to support the company's daily operation, improve the efficiency of fund use, reduce interest bearing debts such as bank loans, reduce the company's financial expenses and improve the company's overall profitability. (III) strengthen the management of raised funds and ensure that the raised funds are used as planned
After the raised funds are in place, the company will deposit the raised funds of this non-public offering in the special account for raised funds designated by the board of directors in accordance with relevant laws and regulations and relevant systems of the company. The board of directors of the company will standardize the management of the raised funds in strict accordance with the requirements of relevant laws and regulations and relevant systems for the management of raised funds, so as to ensure the reasonable, standardized and effective use of the raised funds and reasonably prevent the use risks of the raised funds. At the same time, the company will accelerate the construction of investment projects with raised funds, strive to reach the production capacity as soon as possible and realize the expected benefits, and increase the shareholder return in the future years. With the smooth implementation of the investment projects with raised funds, the company will accelerate the implementation of the development strategy, further improve its profitability and make up for the dilution of immediate return caused by this non-public offering.
(IV) 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, rapid and prudent decisions in accordance with laws, regulations and the provisions of the Cecep Solar Energy Co.Ltd(000591) articles of Association (hereinafter referred to as 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.
(V) implement the profit distribution policy and optimize the investment return mechanism
The company will, in accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidance on the supervision of listed companies No. 3 issued by the CSRC -
