Securities code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) securities abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Announcement No.: 2022014 Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Measures for diluting the immediate return and filling the gap by issuing shares to specific objects
And announcement of 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.
Special note: the following information about the company's main financial indicators after the issuance of shares to specific objects does not constitute the company's profit forecast, and the measures to fill in the return do not guarantee 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.
Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) (hereinafter referred to as "company", "listed company", " Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) ") intends to issue shares to specific objects. 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 on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of this issuance on the diluted immediate return. Now the diluted immediate return of this issuance and the measures taken by the company are described as follows: I. impact analysis of this issuance
After the issuance, the company's net assets will increase. In the short term, when the effectiveness of the raised funds cannot be fully brought into play, the company's earnings per share and return on net assets may be affected to some extent, and the immediate return may be diluted. However, in the medium and long term, the growth of the capital scale brought by the company's issuance of shares to specific objects will drive the expansion of the company's business scale, and then improve the company's profitability and net profit level. The company will actively take various measures to improve the use efficiency of net assets and capital to obtain good returns. 1. Main assumptions
(1) It is assumed that there are no major adverse changes in the macroeconomic environment, the industry in which the company is located and the company's business environment; (2) It is assumed that the company will complete the offering in early April 2022 (the completion time is only the company's estimate, and the final time shall be subject to the registration and actual completion time approved by the CSRC);
(3) Assuming that the expected number of shares to be issued in this issuance is 215745976 and the amount of raised funds to be received is 1080887300 yuan (excluding the issuance cost), after the completion of this issuance, the total share capital of the company will increase from 719153256 shares to 934899232 shares;
(4) 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;
(5) Failure to consider the impact of bank interest generated before the raised funds are utilized and the impact on the company's operation after the raised funds are received;
(6) The net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2020 was 3487651 million yuan and 3222923 million yuan respectively. On this basis, 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 will increase by 20% compared with 2020, and that the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses in 2022 will increase by 20% compared with 2021. This hypothetical analysis does not constitute a profit forecast for the company, and investors should not make investment decisions accordingly;
(7) On May 17, 2021, after the deliberation and approval of the company's 2020 annual general meeting of shareholders, based on the total number of 719153256 shares of the company, a cash dividend of RMB 1.00 (tax included) was distributed to all shareholders for every 10 shares, with a total cash dividend of RMB 719153 million (tax included). It is assumed that the cash dividend per share issued in 2021 is the same as that in 2020 and will be announced in late May of the next year;
(8) When predicting the net assets of the company after issuance, the impact of other factors other than raised funds, net profits and cash dividends on the net assets is not considered;
(9) The earnings per share index shall be calculated in accordance with the relevant provisions of 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;
(10) In the above hypothetical analysis, the main financial indicators of the company before and after the issuance do not constitute the profit forecast of the company, 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. 2. Impact on the company's main financial indicators
Based on the above assumptions, the company calculated the impact of the issuance of shares to specific objects on the company's earnings per share, weighted average return on net assets and other major financial indicators, as follows:
Project year 2022 / December 31, 2022
Before and after this offering
Total share capital (shares) 719153256934899232
Number of shares issued this time (shares): 215745976
The raised capital (10000 yuan) is 10808873
Shareholders' equity attributable to listed companies at the beginning of the period (10000 yuan) 2935209529352095
Net profit attributable to shareholders of the listed company (10000 yuan) 50222175022217
Project year 2022 / December 31, 2022
Before and after this offering
Net profit attributable to shareholders of the listed company after deducting non recurring profits and losses (10000 yuan) 46410094641009
Cash dividend (10000 yuan) 719153934899
Shareholders' equity attributable to the listed company at the end of the period (10000 yuan) 3365516044248287
Basic earnings per share (yuan / share) 0.70 0.54
Basic earnings per share after deducting non recurring profits and losses (yuan / share) 0.65 0.50
Weighted average return on net assets 15.97% 11.25%
Weighted average return on net assets (excluding non recurring profits and losses) 14.76% 10.40%
2、 Risk tips for diluted immediate return of this offering
After the completion of this offering, the total share capital of the company and the owner's equity attributable to the parent company will be improved. If the net profit of the company fails to achieve a corresponding increase, there may be a risk that the financial indicators such as earnings per share and return on net assets will be diluted after the completion of this offering.
The company draws the attention of investors to the possible investment risks. 3、 The necessity and rationality of issuing shares to specific objects this time
It is necessary to supplement the working capital by issuing shares to specific objects, which is in line with the company's current actual financial situation and the capital demand for future business development, is conducive to optimizing the capital structure, improving the anti risk ability, promoting the long-term healthy development of the company, and maximizing the interests of the company and all shareholders, See "section IV feasibility analysis on the use of the raised funds" in this plan for details. 4、 The relationship between the investment project of the raised funds and the existing business of the company
The funds raised in this offering will be used to supplement working capital. The use plan of raised funds has been carefully demonstrated. After the issuance, the asset liability structure of the company will be further optimized to reduce financial expenses, which is conducive to reducing the company's operational and financial risks; At the same time, it will provide more working capital support for the company's main business, which is conducive to promoting the better implementation of the company's strategic layout. 5、 Measures taken by the company to dilute the immediate return of this issuance 1. Adhere to independent innovation and enhance core competitiveness
The company will adhere to independent innovation, rely on the existing R & D system and product production experience, strengthen the technical R & D of wind power equipment and other businesses, improve the company's service level, enhance the company's core competitiveness and continuously expand the company's market share. 2. 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, the securities law 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 decisions in accordance with laws, regulations and 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. 3. Comprehensively improve the management level of the company
The company will continue to focus on the existing business and products, further optimize the business process, continue to strengthen market development, promote the rise of the company's performance through the expansion of the existing business scale, and reduce the risk of dilution of return to investors due to this issuance; At the same time, improve the internal control system, constantly improve the daily operation efficiency, strengthen the budget management, make rational use of various financing tools and channels, improve the efficiency of fund use, reduce the operation cost and improve the operation efficiency. 4. Strengthen the management of raised funds and improve the efficiency of the use of raised funds
The company will manage and use the raised funds in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. In order to ensure the company's standardized and effective use of the raised funds, after the funds raised by issuing shares to specific objects are in place, the board of directors of the company will supervise the company's storage and use of the raised funds, so as to ensure the reasonable and standardized use of the raised funds and prevent the risk of improper use of the raised funds. 5. Improve the cash dividend policy and strengthen the return mechanism for investors
According to the requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, in order to improve the company's profit distribution policy, enhance the transparency of profit distribution and protect the legitimate rights and interests of public investors, the company has defined the profit distribution principles in the articles of association The form and proportion of profit distribution, the time of profit distribution, the decision-making mechanism and procedure of profit distribution, the formulation and adjustment mechanism of profit distribution policy, etc. combined with the actual situation of the company, the plan for shareholders' dividend return in the next three years (20212023) is formulated.
In the future, in the process of continuous development of the company's business, the company will strictly implement the profit distribution policy, strengthen the protection mechanism of investors' rights and interests, and effectively protect the legitimate rights and interests of investors. 6、 Commitments made by relevant subjects 1. Commitments issued by directors and senior managers of the company
(1) I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company or shareholders in other ways;
(2) I promise to restrict personal job consumption behavior;
(3) I promise not to use the company's assets to engage in investment and consumption activities unrelated to my performance of duties;
(4) I promise that the remuneration system formulated by the board of directors or the remuneration and assessment committee will be linked to the implementation of the company's measures to fill the diluted immediate return;
(5) If the company implements equity incentive in the future, I promise that the exercise conditions of the equity incentive plan to be announced will be linked to the implementation of the company's measures to fill the diluted immediate return.
From the issuance date of this commitment to the completion of the company's stock issuance to specific objects, if the state and securities regulatory authorities make other new regulatory provisions on the listed company's measures to fill the diluted immediate return, and this commitment cannot meet these provisions of the state and securities regulatory authorities, I promise that I will issue supplementary commitments in accordance with the latest regulations of the state and securities regulatory authorities.
As one of the subjects responsible for filling the return measures, I
