Securities code: 002121 securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2021125 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement on diluted immediate return, filling measures and commitments of relevant subjects of the company's non-public offering of shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
According to the relevant requirements of 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 general office of the State Council, in order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") ）The impact of the non-public offering of shares on the dilution of immediate return is carefully analyzed, and specific measures to fill the return are put forward. The relevant subjects have made a commitment that the company's measures to fill the return can be effectively implemented. The specific contents are as follows:
1、 Potential impact of this non-public offering on the company's main financial indicators in the year of issuance
(i) Main assumptions
1. Assuming that the company completes the non-public offering in August 2022, the completion time is only used to calculate the impact of the diluted spot return of the non-public offering on the main financial indicators, which does not constitute a judgment on the actual completion time of the offering, and the actual completion time after being approved by the CSRC shall prevail;
2. It is assumed that there are no major adverse changes in the macroeconomic environment and the securities industry;
3. Assuming that the number of shares in this non-public offering is 422504744 shares (30% of the total share capital before issuance), the final number of shares issued shall be subject to the actual number of shares issued approved by the CSRC;
4. Without considering the issuance expenses, it is assumed that the amount of funds raised in this non-public offering is RMB 2200 million; 5. In the first three quarters of 2021, the company's net profit attributable to the shareholders of the parent company was -227565500 yuan, and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses was -180.9436 million yuan, It is assumed that the net profit attributable to the shareholders of the parent company in 2021 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are respectively the corresponding indicators in the first three quarters of 2021 multiplied by 4 / 3;
6. It is assumed that the net profit attributable to the shareholders of the parent company realized in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses have three corresponding annual growth rates of 20%, 0 and - 20%;
7. It is assumed that there will be no other matters affecting the number of shares such as the conversion of provident fund to share capital and stock dividend distribution in 2022;
8. It is assumed that there will be no profit distribution in 2022;
9. The impact on the company's operation and financial status after the funds raised by this issuance are received is not considered.
（2） Impact on the company's main financial indicators
Based on the above assumptions, the impact of this non-public offering on the company's main financial indicators is as follows:
Year 2021 / year 2021 / year 2022 / December 31, 2022
Item 31 December (assumed)
Non public offering is not considered in the project (assumed)
Number of ordinary shares (shares) issued at the end of the period 140834914714083491471830853891
The total amount of funds raised in this offering (10000 yuan) is 220000.00
The maximum number of shares issued this time (shares) is 422504744
It is estimated that the issuance will be completed before August 31, 2022
Scenario 1: it is assumed that the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses will increase by 20% compared with 2021
Net profit attributable to shareholders of the parent company (10000 yuan) -30342.06-24273.65-24273.65
Net profit attributable to shareholders of the parent company after deduction of non profits -2412582-1930066-1930066 (ten thousand yuan)
Basic earnings per share (yuan / share) -0.22-0.17-0.16
Diluted earnings per share (yuan / share) -0.22-0.17-0.16
Basic earnings per share after non deduction (yuan / share) -0.17-0.14-0.12
Diluted earnings per share (yuan / share) - 0.17-0.14-0.12 after deduction
Scenario 2: it is assumed that the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses are the same as that in 2021
Net profit attributable to shareholders of the parent company (10000 yuan) -30342.06-30342.06-30342.06
Net profit attributable to shareholders of the parent company after deduction of non profits -2412582-2412582-2412582 (ten thousand yuan)
Basic earnings per share (yuan / share) -0.22-0.22-0.20
Diluted earnings per share (yuan / share) -0.22-0.22-0.20
Basic earnings per share after non deduction (yuan / share) -0.17-0.17-0.16
Diluted earnings per share after deduction (yuan / share) -0.17-0.17-0.16
Scenario 3: it is assumed that the net profit attributable to the shareholders of the parent company in 2022 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses will decrease by 20% compared with 2021
Net profit attributable to shareholders of the parent company (10000 yuan) -30342.06-36410.47-36410.47
Net profit attributable to shareholders of the parent company after deduction of non profits -24125.82-28950.98-28950.98
(10000 yuan)
Basic earnings per share (yuan / share) -0.22-0.26-0.24
Diluted earnings per share (yuan / share) -0.22-0.26-0.24
Basic earnings per share after non deduction (yuan / share) -0.17-0.21-0.19
Diluted earnings per share after deduction (yuan / share) -0.17-0.21-0.19
Note 1: the calculation formulas of basic earnings per share and diluted earnings per share are in accordance with the requirements of the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and diluted immediate return formulated by China Securities Regulatory Commission, It shall be calculated in accordance with the 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;
Note 2: basic earnings per share = current net profit attributable to common shareholders of the company ÷ weighted average number of common shares issued; Weighted average number of ordinary shares outstanding = number of ordinary shares outstanding at the beginning of the period + number of newly issued ordinary shares in the current period × Issued time ÷ time of reporting period - number of ordinary shares repurchased in the current period × Repurchase time ÷ reporting period.
2、 Special tips for diluting the risk of immediate return in this non-public offering
After the completion of this issuance, with the funds raised in place, the total share capital of the company will increase. According to the above calculation, this issuance may lead to a decline in the earnings per share of the company in the year of issuance compared with that before the issuance. There is a risk that the company's immediate return will be diluted in the short term in the year when the funds raised by this non-public offering are in place (2022). Please invest rationally and pay attention to the investment risk.
Meanwhile, the company's assumptions on the relevant financial data of 2021 and 2022 are only for the convenience of calculating the relevant financial indicators, do not represent the company's judgment on the business situation and trend of 2021 and 2022, and do not constitute the company's profit forecast or profit commitment; At the same time, the non-public offering still needs the approval of the CSRC, and there are uncertainties in whether, when and when to obtain the approval. Investors shall not make investment decisions based on the above assumptions, and the company shall not be liable for losses caused by investors' investment decisions.
3、 Necessity and rationality for the board of directors to choose this financing
The investment projects raised by the non-public offering of shares have been carefully demonstrated by the company's board of directors. The implementation of the project is conducive to expanding the company's production scale, improving the company's core competitiveness, consolidating the company's industry position and enhancing the company's sustainable development ability. For the analysis of the necessity and rationality of this non-public offering of shares, see the specific content of "section IV feasibility analysis of the board of directors on the use of the raised funds" in the plan for non-public development of A-Shares in 2021 prepared by the company.
4、 Reserves of the company's projects invested with raised funds
(i) Personnel reserve
As of September 30, 2021, Shenzhen Clou Electronics Co.Ltd(002121) parent company and its main subsidiaries have 3307 employees, including 1141 production personnel, 485 sales personnel, 1246 technical personnel and 435 procurement, finance and administrative personnel. The company has gathered a large number of production and management personnel with senior industry background and rich industry experience in smart grid, new energy and other business fields. In addition, the company will have regular training plans for employees every year to continuously improve the technical level and comprehensive quality of the company's team, and is fully capable of ensuring the smooth implementation of raised investment projects.
（2） Technical reserve
The company has been deeply cultivated in the power and new energy industries for many years. After a long time of accumulation and precipitation, it has a strong ability of technological innovation.
In terms of smart grid business, the company has strong R & D strength, and its R & D products cover most of the needs of the State Grid and China Southern Power Grid. At the same time, overseas electric energy meter products have passed a number of international mainstream certification, including mid, Kema, STS, DLMS, sts6 and IDIS certification. Intelligent distribution network series products have passed China Suzhou Electrical Apparatus Science Academy Co.Ltd(300215) special testing, protocol consistency testing and encryption certification testing. It is one of the manufacturers with the most comprehensive product qualification certification in China. The company has participated in the formulation of a number of national standards, participated in the "National 863 science and technology project" and won many awards such as "China Electric Power Science and Technology Award". The company has carried out a lot of forward-looking research and development and technical reserves, and has a number of independent intellectual property rights in the fields of "multi-core modular" technology of electric energy meter, verification technology of Bluetooth pulse electric energy meter, temperature measurement and detection technology of electric energy meter terminal block, edge computing technology, stable and reliable high-speed two-way communication technology, wide-range accurate measurement technology, etc, A number of products independently innovated and developed have been certified by China Suzhou Electrical Apparatus Science Academy Co.Ltd(300215) and other relevant authoritative departments, reaching the advanced level of the industry; The project of "key technology and large-scale application of intelligent watt hour meter industrialization" participated by the company won the first prize of "science and Technology Progress Award" of China instrumentation society in 2021.
In terms of energy storage business, the company has been involved in the field of energy storage since 2009. It is one of the earliest enterprises in China to enter the energy storage industry with rich industry experience. In 2012, the company was approved to establish the large-scale renewable energy storage and grid connection Engineering Laboratory of the national energy administration, accumulated nearly 10 years of energy storage cell testing and research experience, mastered various battery performance and life cycle characteristics, and laid a foundation for the safe control and efficient use of energy storage system. Relying on the large-scale renewable energy storage and grid connection Engineering Laboratory of the national energy administration, the company has formed the advantage of technology integration of the whole industrial chain in the field of electrochemical energy storage.
In terms of comprehensive energy services, the company relies on its advantages in smart grid and new energy industry chain to integrate
