Securities code: 002851 securities abbreviation: Shenzhen Megmeet Electrical Co.Ltd(002851) Announcement No.: 2022-010 Shenzhen Megmeet Electrical Co.Ltd(002851)
Diluted immediate return on public issuance of convertible corporate bonds
And announcement of relevant 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.
Important note: the calculation of the impact of the diluted immediate return of convertible corporate bonds on the company's main financial indicators does not constitute the company's profit forecast. The measures to fill the return formulated by the company to deal with the risk of diluted immediate return do not guarantee the company's future profits, and investors should not make investment decisions accordingly, If investors make investment decisions and cause losses, the company will not bear any responsibility.
Shenzhen Megmeet Electrical Co.Ltd(002851) (hereinafter referred to as "the company") plans to publicly issue convertible corporate bonds. According to several 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 of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on matters related to initial public offering, refinancing, reorganization and dilution of major assets (CSRC [2015] No. 31) and other laws According to the requirements of laws, regulations and other normative documents, in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the public issuance of convertible bonds on the dilution of immediate return and formulated specific measures to fill the immediate return. In order to ensure that the company's measures to fill the immediate return can be effectively implemented, all directors, senior managers, controlling shareholders and actual controllers of the company have made relevant commitments in accordance with the relevant provisions of the CSRC. The details are as follows:
1、 Analysis on the risk of diluting the immediate return of convertible corporate bonds and its impact on the company's main financial indicators
(I) main assumptions and preconditions
1. It is assumed that there are no significant changes in the macroeconomic environment, industrial policies, industry development, product market, securities industry and the company's business environment.
2. It is assumed that the public offering will be completed by the end of September 2022.
3. It is assumed that the total amount of funds raised in this public offering is RMB 122 million, regardless of the impact of issuance expenses.
4. It is assumed that the conversion price of this convertible bond is the higher of the average trading price of the company's A-Shares on the 20 trading days before the announcement date of the 13th meeting of the Fourth Board of directors (February 22, 2020) and the average trading price of the company's A-Shares on the previous trading day, that is, 29.45 yuan / share, and the upper limit of the number of shares converted is 41.4261 million shares.
5. In 2020, the net profit attributable to ordinary shareholders was 402967500 yuan, and the net profit attributable to ordinary shareholders after deducting non recurring profits and losses was 304991200 yuan. It is assumed that the net profit attributable to the owner of the parent company in 2021 and 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the same as those in 2020 Growth of 10% and 20%.
6. The profit distribution plan for 2020 is: Based on the total share capital of 501907534 shares, cash dividends of 1.70 yuan (including tax) will be distributed to all shareholders for every 10 shares, with a total of 85324280.78 yuan. Assuming that the dividend amount of the company in 2021 and 2022 is consistent with the dividend amount of the profit distribution plan in 2020, and they are all implemented in June of that year, without giving shares or converting capital reserve into share capital, The impact of dividends on the conversion price is not considered (the above assumptions are only used to calculate the impact of the diluted immediate return of this issuance on the main financial indicators, which shall be subject to the deliberation and approval of the general meeting of shareholders and the actual completion time of implementation, and do not constitute a commitment to profit distribution);
7. It is assumed that all convertible bonds will be listed in the financial statements as liability items after the issuance (this assumption is only used for simulating and calculating financial indicators, and the specific situation shall be subject to the actual accounting treatment after the issuance).
8. The impact of bank interest and interest expense of convertible bonds before the raised funds are utilized will not be considered. 9. It is assumed that except for this issuance, the company will not carry out other behaviors that will affect or potentially affect the total share capital of the company.
(II) specific analysis of the impact of diluted immediate return on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of the diluted immediate return on the company's main financial indicators, as follows:
(2022 or
Project (year 2021 or December 31, 2022)
2021 / 12 / 31 not issued in 2022 issued in 2022
Assumption 1: the net profit attributable to the shareholders of the parent company in 2021 and 2022 after deducting non recurring profits and losses is the same as that in 2020
Net profit attributable to common shareholders of the company after deducting non recurring profits and losses (RMB 10000)
Basic earnings per share after deducting non recurring profits and losses: 0.6094 0.6130 0.6130 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.6094 0.6130 0.5659 (yuan / share) scenario 2: the net profit attributable to the shareholders of the parent company in 2021 and 2022 after deducting non recurring profits and losses increased by 10% year by year compared with 2020
Net profit attributable to shareholders of 33549.03 36903.93 36903.93 ordinary shares of the company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share after deducting non recurring profits and losses: 0.6684 0.7417 0.7417 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses is 0.6684 0.7417 0.6836 (yuan / share). Scenario 3: the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2021 and 2022 increases by 20% year by year compared with 2020
Net profit attributable to shareholders of 36598.94 43918.73 43918.73 ordinary shares of the company after deducting non recurring profits and losses (10000 yuan)
Basic earnings per share after deducting non recurring profits and losses: 0.7292 0.8827 0.8827 (yuan / share)
Diluted earnings per share after deducting non recurring profits and losses 0.7292 0.8827 0.8135 (yuan / share)
Based on assumptions and calculations, this convertible bond has no impact on the basic earnings per share after issuance, and slightly dilutes the diluted earnings per share.
However, considering that after the raised funds of convertible bonds are invested in the raised investment project, in the long run, the income generated by the raised investment project will contribute to the improvement of the company's earnings per share and the shareholder value in the long run. II. Special risk tips on diluting the immediate return of this public offering of convertible bonds
The proposed investment project of the funds raised from the issuance of convertible bonds will gradually bring economic benefits to the company within the duration of the convertible bonds, and there is a risk that the expected benefits will not be realized. After this offering, if investors convert shares during the conversion period, they may dilute earnings per share and return on net assets to a certain extent. Therefore, the company may face the risk of diluting earnings per share and return on net assets during the conversion period. In addition, the convertible corporate bonds issued in this public offering have a downward correction clause for the conversion price. When this clause is triggered, the company may apply for downward correction of the conversion price, resulting in an increase in the total amount of capital stock added due to the conversion of convertible corporate bonds, so as to expand the potential dilution effect of the conversion of convertible corporate bonds issued in this public offering on the original ordinary shareholders of the company.
There is a risk that the immediate return of the company after the public issuance of convertible corporate bonds will be diluted. Please pay attention to the majority of investors and pay attention to the investment risk.
3、 The necessity and rationality of the board of directors choosing this financing
The investment projects of the funds raised from the public issuance of convertible corporate bonds have been carefully demonstrated by the company. The implementation of the project is conducive to further improving the company's core competitiveness and enhancing the company's sustainable development ability. For the specific analysis, see the feasibility analysis report on the use of the funds raised from the public issuance of convertible corporate bonds.
4、 The relationship between the investment project of the funds raised by convertible corporate bonds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc
(I) relationship between the investment project of the raised funds and the existing business
The company's main business involves intelligent home appliances, electronic control products, industrial power supply, industrial automation products and new energy and rail transit products. The investment projects of the raised funds are related to the company's main business and will not have a significant impact on the company's business structure. Shenzhen Megmeet Electrical Co.Ltd(002851) the implementation of Hangzhou high-end equipment industry center project is conducive to building the group's Hangzhou industrial center, improving the needs of the company's regional layout, accelerating the expansion of oil production system business and expanding the production capacity of intelligent sanitary ware, meeting the needs of continuous business expansion, continuously enhancing the company's R & D strength and consolidating its leading position in the industry; The implementation of Zhuzhou base expansion project (phase II) is conducive to improving the company's production capacity, meeting the needs of continuous business expansion, expanding the supply scale of its own site, reducing the company's business risk needs, adapting to the changes of customer demand and improving the supply capacity of complete machine system; The implementation of intelligent warehousing project is conducive to further improve the management level, improve the service quality, reduce the operation cost and improve the profitability, and promote the sustainable development of the company; Replenishing working capital can enhance capital strength, reduce financial costs and further enhance the profitability of the company. To sum up, this raised investment project is a supplement and improvement to the company's existing business layout. The implementation of the fund-raising investment project will further consolidate the company's market position, enhance the company's technical R & D strength, broaden the company's product system, improve the market competition strength, and provide strong support for the company's sustainable development.
(II) the company's reserves in terms of personnel, technology, market, etc. in projects invested with raised funds
1. Personnel reserve
The company has established a highly educated, high-level management team with international background and vision, and most of its core members have doctoral and master's degrees. Over the years of development, the company has built a cross domain complementary business model, formed a unique and difficult to replicate competitive advantage in the industry, and built an excellent and stable management team. The project personnel of this raised investment project mainly come from internal deployment and external recruitment. The company continues to optimize the allocation of human resources and increase the construction of human resources system. The company will also formulate a detailed personnel training plan, focusing on targeted training for managers and R & D personnel, so as to meet the needs of raised investment projects for managers and R & D technicians.
2. Technical reserve
As a science and technology enterprise with independent innovation, the company has always focused on core technology and attached great importance to technology and product R & D. through years of R & D accumulation and technological innovation, the company has independently built a power conversion hardware technology platform in the field of power electronics and related control technology Digital power control technology platform and system control and communication software technology platform are three core technology platforms. The company has invested in the research and development of frequency conversion controller, industrial power supply, intelligent oil production system, intelligent bathroom and other related products involved in the raised investment project for many years, has formed a certain scale of sales, and has good technical reserves. The company's strong technical reserves provide a good technical foundation for the implementation of this raised investment project.
3. Market reserve
In recent years, the company has made an important layout of the marketing platform, strengthened the unified coordination of construction marketing and the management of regional representative offices, so as to form a matrix support for the marketing system, representative offices and sales of the business division, continue to implement the idea of "crossing the edge horizontally and connecting the bottom vertically", and realize the organic interaction between the marketing resource platform and the product department. The company has set up representative offices in North China, East China, southwest, northwest, central and South China, and overseas representative offices in the United States, Japan, South Asia, Europe and Russia. Among them, the marketing outlets and dispatched marketing personnel extend to East Asia such as South Korea, Southeast Asia such as Vietnam and Europe such as Turkey and Poland. The perfect marketing platform layout has played a decisive role in the development and growth of the company in the past business process, and has also laid a solid foundation for the sales of products of this raised investment project.
Relying on its perfect marketing system, independent core technology, reliable product quality, efficient service and good cost management system, the company has continuously made breakthroughs and development in various downstream fields, and accumulated a large number of high-quality customers, mainly leading customers in the industry.
With perfect marketing platform layout and excellent product quality, the company's products have won the recognition and trust of customers, formed extensive and high-quality customer resource advantages, and had a certain market influence outside China, laying a good market foundation for the implementation of raised investment projects.
5、 Measures taken by the company to dilute the immediate return on the public issuance of convertible corporate bonds
Since the immediate return of the company will be diluted after the public issuance of convertible corporate bonds, in order to protect
