Securities code: 002841 securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Announcement No.: 2022-021 Guangzhou Shiyuan Electronic Technology Company Limited(002841)
About the non-public offering of A-Shares in 2021
Announcement on diluted immediate return, filling measures and commitments of relevant entities (Revised Draft)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false records, misleading statements or major omissions.
On April 27 and May 18, 2021, Guangzhou Shiyuan Electronic Technology Company Limited(002841) (hereinafter referred to as "the company") held the third meeting of the Fourth Board of directors and the 2020 annual general meeting of shareholders respectively, deliberated and adopted the proposal on the company's non-public development and issuance of A-Shares in 2021 and other relevant proposals. The company held the 13th meeting of the 4th board of directors and the 11th meeting of the 4th board of supervisors on February 22, 2022, deliberated and adopted the proposal on adjusting the company's non-public development and issuance of A-Shares in 2021 and other relevant proposals.
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) issued by the State Council, China Securities Regulatory Commission (hereinafter referred to as "CSRC") and other relevant departments According to the 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 immediate return in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the company has carefully analyzed the impact of the dilution of immediate return, The relevant analysis and proposed measures are hereby announced as follows:
1、 Necessity and rationality of this issuance
The total amount of funds to be raised by the company in this non-public offering of A-Shares shall not exceed 2045494400 yuan (including this amount). The net amount of funds raised after deducting the issuance expenses shall be used to invest in the construction project of intelligent manufacturing base of interactive intelligent display and control products. If the actual raised funds of this non-public offering after deducting the issuance expenses are less than the total amount of the raised funds of the above projects, the insufficient part of the raised funds shall be raised by the company itself. Before the raised funds are in place, the company will pay the funds required for the above projects with self raised funds according to the actual needs. After the raised funds are in place, the company will replace them with the raised funds.
(I) the development of technology contributes to the rapid popularization and promotion of products
The R & D and production process of interactive intelligent display products involves interdisciplinary knowledge such as computer science, software engineering, electronic information engineering, electronic science and technology, industrial automation, control theory and control engineering. It has high technical content and requires high product design capacity and production and manufacturing capacity of enterprises. The development of products is greatly affected by the technological upgrading and iteration related to the industrial chain and the cost savings brought by technological progress.
With the progress of industry technology, the improvement of production capacity and the development of localization of main materials, it will further promote the large-scale popularization and promotion of interactive intelligent tablets.
(II) the demand of the education industry continues to increase
Education is a complex system. All countries are looking for ways to improve the quality of education, give full play to the role of information technology, and play a core and key role in the realization of global education goals. In 2015, UNESCO held the first International Conference on Informatization in education in China and issued the Qingdao declaration. Aiming at the new goals of global education development in the next 15 years, the declaration discusses how ICT can play an effective role and use information and communication technology to promote the realization of the United Nations 2030 goal of sustainable development of education.
In February 2019, the CPC Central Committee and the State Council issued "China's education modernization 2035". One of the ten strategic tasks put forward is to accelerate the educational reform in the information age, build an intelligent campus, coordinate the construction of an integrated intelligent teaching, management and service platform, and put forward to ensure that the expenditure on education in the general budget only increases year by year, We will ensure that the state's financial expenditure on education accounts for no less than 4% of China's GDP. In addition, the implementation plan of accelerating the modernization of Education (2018-2022) issued by the general office of the State Council has also proposed the whole process of teaching and learning by means of information, accelerating the development of intelligent education and building the support platform for "Internet plus education". On the whole, educational informatization has gradually become an endogenous variable to change the educational system and improve the quality of education. It is a strategic choice for China's educational reform and development in the new era to comprehensively promote the deep integration of information technology and education and teaching, establish a networked, digital, intelligent, personalized and lifelong education system, and lead the modernization of education with the support of educational informatization.
Thanks to the continuous growth of China's investment in education informatization, the scale of China's interactive intelligent display and control industry is growing rapidly, and the proportion of shipments in the global market continues to rise. Now it has the largest interactive intelligent display and control industry in the world. With the advancement of global education informatization, the demand for interactive intelligent display and control products in the global education industry will continue to grow in the future.
(III) the demand for enterprise services and other fields continues to expand
With the progress of application technology and the growth of downstream demand, the interactive intelligent display and control product industry has achieved rapid development, and the application field has been continuously extended and the demand has been continuously expanded. The penetration rate of related products in many fields such as conference, medical treatment, government affairs, media, advertising, transportation, finance, hotel and so on has been continuously improved, especially in enterprise conference, smart government affairs and smart medical treatment.
In the huge enterprise service market, conference service is the outlet of the era of intelligent commerce. In the increasingly competitive market economy environment, enterprises and other organizations pay more attention to the improvement of conference efficiency and even operation efficiency. Interactive intelligent display and control products integrate computer, projector, touch screen, electronic whiteboard and other product functions, which can meet the needs of video conference, multi-party communication, shared whiteboard, file transmission, application sharing and so on, bring users an integrated experience of display, interaction and collaboration, and meet the needs of enterprises and other institutions to improve conference and operation efficiency. At present, the conference service market is in its infancy. From the number of global conference rooms, the market of conference interactive intelligent tablet products has broad development space.
With the development of information technology and economic globalization, smart government is developing rapidly all over the world. Interactive intelligent display and control products are widely used in the field of intelligent government affairs. The intelligent construction in government affairs, public security, emergency and other fields is inseparable from the use of interactive intelligent display and control products. Especially under the influence of the epidemic, the demand for interactive intelligent display and control products has increased in the fields of teleconference and emergency command. With the continuous development of global smart government, the demand for interactive intelligent display and control products in the field of smart government will continue to grow in the future.
Due to the increasing aging of the global population and the increasing shortage of medical resources, governments and people all over the world pay more and more attention to the smart medical industry. The global smart medical industry is in the stage of steady development, and the market scale is expanding. Interactive intelligent display and control products are applied in many scenarios of smart medicine, mainly including telemedicine, expert consultation, medical monitoring, etc.
With the development of global smart medicine, the demand for interactive intelligent display and control products in the global medical industry will continue to grow in the future.
With the deepening of application scenarios in enterprises and other fields and the emergence of new application methods, there is a huge space for the growth of the market scale of interactive intelligent display and control products in the future.
(IV) improve the production system and ensure the stability and improvement of rapid delivery capacity
At present, the automation level of most outsourcing processing plants in China is relatively limited. In the period when the peak season of the industry overlaps with traditional holidays and covid-19 epidemic and other special periods, it is prone to problems such as personnel tension, insufficient operating rate, reduced delivery speed and increased processing cost, which has an adverse impact on the company's competitive advantages such as rapid delivery and cost control. Through this non-public offering, the company's production system will be further improved, so as to improve the anti risk ability and ensure the stability and improvement of the company's rapid product delivery ability.
(V) improve profitability to meet market demand and future development needs of the company
After years of rapid development, the company has become a provider of intelligent electronic products and solutions focusing on product innovation, R & D and design with display, interactive control and connection technology as the core. Guided by customer demand, relying on the accumulation of software and hardware technology in the fields of audio and video technology, signal processing, power management, human-computer interaction, application development, system integration and other electronic products, carry out technological innovation and product development for multiple application scenarios, and gradually achieve a leading position in the segment market through the integration of products and resources, with business all over the global market.
With the continuous improvement of the global market penetration of interactive intelligent display and control products, while meeting the increasing ODM orders of existing overseas customers for interactive intelligent display and control products, the company will continue to increase the development of OBM business, which will put forward higher requirements for the company's new product R & D and production cycle.
The smooth implementation of the project will effectively shorten the company's new product development cycle, reduce R & D costs, improve manufacturing capacity and production efficiency, and ensure the further improvement of the company's profitability; It will meet the company's industrial layout in the global market, further consolidate the company's leading position in the field of global interactive intelligent display and control, and meet the needs of the company's future development planning.
2、 The relationship between the investment project of the raised funds and the existing business of the company
The company's main business is the design, R & D and sales of LCD main control board card, interactive intelligent flat panel and other display and control products. Based on the development of LCD main control board business and interactive intelligent flat panel business, and based on the technical foundation, R & D team, supply chain resources and customer resources accumulated by the company in intelligent control and human-computer interaction, the company has continuously cultivated new business development direction in recent years.
By raising funds through this non-public offering to build an industry-leading flexible intelligent manufacturing production base, the company can improve the industrial chain and production system, realize the leadership of production and manufacturing links based on the advantages of R & D and supply chain, and improve the company's overall production and manufacturing comprehensive ability, quality control ability Anti risk ability, ensure the stability and improvement of rapid delivery ability, promote the continuous growth of business and profits, enhance market influence and stabilize the leading position in the industry.
3、 Reserves of personnel, technology, market and other aspects of the company's implementation of raised investment projects
(I) personnel
The company has always advocated the corporate culture of "people-oriented", pursued the service tenet of "respecting employees, understanding employees, caring for employees, relying on employees, developing employees and serving employees", and always regarded the happiness of employees as one of the main objectives of the company's development. Excellent talent team is the core competitive element of the company. As of December 31, 2020, the company has more than 4700 employees, including nearly 60% of technical personnel and nearly 30% of sales service and supply chain personnel. The company has trained a large number of excellent backbone employees in technology R & D, supply chain management and sales service, which has laid a good personnel foundation for the implementation of this raised investment project.
(II) technical aspects
From the beginning of its establishment, the company has defined the development idea of "taking science and technology as the guide and innovation as the driving force", and continuously increased R & D investment and technological innovation. Through years of product development, the company has accumulated rich experience in audio and video processing, human-computer interaction, intelligent control circuit board design and other product development. As of December 31, 2020, the company has more than 5500 patents (including 1100 invention patents), and more than 2100 computer software copyrights and works copyrights.
(III) market
The company's "Xiwo" interactive intelligent products have been deeply rooted in the public school market of primary and secondary schools (K12) for many years, and have continuously expanded to other school segments and non-public education markets based on the competitive advantages of primary and secondary schools in the public education market. It has become a well-known brand in the field of educational informatization. According to the report and statistics of ovicloud, "Xiwo" has won the title of market share of China's interactive intelligent tablet industry for 9 consecutive years.
Secondly, the company's "maxhub" interactive intelligent products have built a national two-level distribution channel structure and channel extension of the fifth and sixth tier market. They have established benchmark user cases in many industries such as finance and new retail, such as Agricultural Bank Of China Limited(601288) , Tata wooden door and L'Oreal. They are industry benchmark products. According to the report and statistics of ovicloud, "MAXHUB" ranked first in the Chinese mainland conference market for three consecutive years in the 2018-2020 consecutive years.
At the same time, the company has businesses in more than 100 countries and regions around the world, has established ODM cooperation relations with more than 70 brands around the world, and has established a relatively extensive OBM business sales network in Southeast Asian countries such as India. According to the 2020q4 global ifpd Market Research Report of Dixian consulting, the market share of overseas interactive intelligent tablet sales in 2019 and 2020 is 27.87% and 35.26% respectively, In a leading position in the world.
Based on years of development layout and leading market position, the company has the advantages of well-known brands and high-quality customer resources, which can not only ensure the smooth digestion of the production capacity of the project invested by the raised funds, but also help to explore new application fields and new customers, and has a good market foundation.
4、 Measures taken by the company to ensure the effective use of the raised funds, prevent dilution of immediate returns and improve the ability of future returns
Considering the impact of this non-public offering on the dilution of the immediate return of ordinary shareholders, In order to implement 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, and protect the interests of shareholders, To make up for the possible reduction of immediate return caused by non-public offering, the company promises to take a number of measures to ensure the effective use of raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of return in the future. The company's measures to make up the return do not guarantee the company's future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation.
The specific measures to be taken by the company are as follows:
(I) strengthen the supervision of raised funds to ensure the smooth implementation of investment projects with raised funds
The board of directors of the company will strictly abide by the requirements of the raised funds management system after the raised funds of this issuance are received
