Securities code: 003004 securities abbreviation: Beijing Telesound Electronics Co.Ltd(003004) Announcement No.: 2022-003 Beijing Telesound Electronics Co.Ltd(003004)
Announcement on public issuance of convertible corporate bonds, dilution of immediate return, 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.
Beijing Telesound Electronics Co.Ltd(003004) (hereinafter referred to as "the company" or " Beijing Telesound Electronics Co.Ltd(003004) ") intends 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 China Securities Regulatory Commission (hereinafter referred to as "CSRC") on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC [2015] No. 31) and other laws In accordance with 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 put forward specific measures to fill the immediate return. Relevant subjects have made commitments that the company's measures to fill the return can be effectively fulfilled, as follows:
1、 Impact of diluted immediate return on the company's main financial indicators
(I) main assumptions and preconditions
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies, industrial development, product market and the company's operation;
2. Assuming that the company completes this offering at the end of May 2022, It is assumed that all shares will not be converted on December 31, 2022 and all shares will be converted on November 30, 2022 (the completion time of the above issuance plan and the completion time of the share conversion are only used to calculate the impact of the diluted immediate return of the convertible corporate bond issuance on the main financial indicators, and do not constitute a commitment to the actual completion time. Finally, the issuance quantity approved by the CSRC, the actual completion time of the issuance plan and the actual time of the bondholders to complete the share conversion are used Subject to);
3. It is assumed that the total amount of funds raised this time is 280 million yuan, and the relevant issuance expenses are not considered. The actual amount of funds raised from the issuance of convertible bonds will be finally determined according to the approval of the regulatory authorities, the issuance and subscription and the issuance expenses;
4. It is assumed that the conversion price of this convertible bond is 27.80 yuan / share (the higher of the average trading price of the company's shares on the first 20 trading days of January 6, 2022 and the average trading price of the company's shares on the previous trading day). The conversion price is only a simulated calculation price, which is used to calculate the impact of the diluted immediate return of the convertible bond issuance on the main financial indicators. The final initial conversion price shall be determined by the board of directors of the company according to the authorization of the general meeting of shareholders and according to the market conditions before the issuance, and may be subject to ex rights, ex dividend adjustment or downward correction; 5. The company's net profit attributable to the owner of the parent company in 2020 was 66.1507 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 65.3744 million yuan. It is assumed that the net profit attributable to the owner of the parent company in 2021 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are the same as that in 2020. It is assumed that the net profit attributable to the owner of the parent company in 2022 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses are 10% lower, flat and 10% higher than that in 2021 respectively. (the above growth rate does not represent the company's profit forecast for future profits, but is only used to calculate the impact of the diluted immediate return of this issuance on the main indicators. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation).
6. When predicting the total share capital of the company, taking the total share capital of the company as of December 31, 2020 as the base, only the impact of the number of shares after the issuance and all share conversion on the share capital is considered, and the changes in the share capital caused by other factors are not considered.
7. The impact of this issuance on other production, operation and financial conditions of the company (such as financial expenses and investment income) is not considered;
8. It is assumed that no share capital conversion and stock dividend distribution will be carried out in 2021 and 2022, and the impact of dividends on the share conversion price will not be considered.
9. It is assumed that the company has no other possible equity changes except for the public issuance of convertible corporate bonds;
10. Do not consider the impact of bank interest and interest expense of convertible bonds before the raised funds are utilized; 11. When predicting the net assets of the company after issuance, the impact of other factors other than the raised funds and net profits on the net assets was not considered.
The above assumptions are only to calculate the impact of the diluted immediate return of the convertible bond issuance on the company's main financial indicators, and do not represent the company's commitment to the profitability and cash dividends in 2021 and 2022, nor the company's judgment on the operation and trend in 2021 and 2022.
(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:
Year 2021 / year 2021 / year 2022 / December 31, 2022 project year December 31, 2022 December 31, 2022 all non convertible shares and all convertible shares on November 30, 2022
Total share capital (10000 shares) 8184.00 8184.00 9191.19
Hypothetical scenario ①: the net profit attributable to the owner of the parent company in 2021 (before and after deduction) is the same as that in 2020, and the net profit attributable to the owner of the parent company in 2022 (before and after deduction) is 10% lower than that in 2021
Net profit attributable to owners of the parent company (RMB 661507.5953.57)
Net profit attributable to owners of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.81 0.73 0.72
After deducting non recurring profit and loss, the basic earnings per share is 0.80 0.72 0.71 (yuan / share)
Diluted earnings per share (yuan / share) 0.81 0.65 0.65
Diluted earnings per share after deducting non recurring profits and losses
(yuan / share) 0.80 0.64 0.64
Weighted average return on net assets 9.02%, 7.48%, 7.27%
Assumption of weighted average return on net assets after deducting non recurring profits and losses of 8.92%, 7.39% and 7.18% ②: the net profit attributable to the owner of the parent company in 2021 (before and after non deduction) is the same as that in 2020, and the net profit attributable to the owner of the parent company in 2021 (before and after non deduction) is the same as that in 2020
Net profit attributable to owners of the parent company (RMB 6615.07 million)
Net profit attributable to owners of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.81 0.81 0.80
After deducting non recurring profit and loss, the basic earnings per share is 0.80 0.79 (yuan / share)
Diluted earnings per share (yuan / share) 0.81 0.72 0.72
Diluted earnings per share after deducting non recurring profits and losses
(yuan / share) 0.80 0.71 0.71
Weighted average return on net assets 9.02%, 8.28%, 8.04%
Year 2021 / year 2022 / December 31, 2022
The project will be completed on December 31, 2022, December 31, 2022 and November 30, 2022. All shares will not be converted and all shares will be converted on the same day
Assumption of weighted average return on net assets after deducting non recurring profits and losses of 8.92%, 8.18% and 7.95% ③: the net profit attributable to the owner of the parent company in 2021 (before and after non deduction) is the same as that in 2020, and the net profit attributable to the owner of the parent company in 2021 (before and after non deduction) is 10% higher than that in 2020
Net profit attributable to owners of the parent company (661507 7276.58 yuan)
Net profit attributable to owners of parent company after deducting non recurring profit and loss (RMB 10000)
Basic earnings per share (yuan / share) 0.81 0.89 0.88
After deducting non recurring profits and losses, the basic earnings per share is 0.80 0.88 0.87 (yuan / share)
Diluted earnings per share (yuan / share) 0.81 0.79 0.79
Diluted earnings per share after deducting non recurring profits and losses
(yuan / share) 0.80 0.78 0.78
Weighted average return on net assets 9.02%, 9.07%, 8.81%
Weighted average return on net assets after deducting non recurring profits and losses: 8.92%, 8.96%, 8.71%
Note: the above financial indicators such as earnings per share are calculated in accordance with the provisions of 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 (revised in 2010).
2、 Special risk tips on diluted immediate return of this offering
After the public issuance of convertible bonds is completed and the raised funds are in place, the total share capital and net assets of the company may be further increased during the conversion period. As the benefits of the investment projects with raised funds also need a certain period, if the company's operating income and net profit do not immediately achieve synchronous growth, the conversion of convertible bonds into shares issued this time may lead to a decline in the earnings per share index and return on net assets, and there is a risk that the company's performance will be diluted in the short term. In addition, this convertible bond has 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 by this convertible bond conversion, so as to expand the potential dilution effect of this convertible bond conversion on the original ordinary shareholders of the company.
After the company publicly issues convertible corporate bonds, there is a risk that the immediate return will be diluted. Please pay attention to the majority of investors and pay attention to the investment risk.
3、 Necessity and rationality of this public offering of convertible corporate bonds
The investment project raised by the issuance of convertible bonds has been strictly demonstrated. The implementation of the project is conducive to further improve the company's core competitiveness and enhance the company's sustainable development
