Securities code: Suzhou Huaya Intelligence Technology Co.Ltd(003043) securities abbreviation: Suzhou Huaya Intelligence Technology Co.Ltd(003043) Announcement No.: 2022017 Suzhou Huaya Intelligence Technology Co.Ltd(003043)
On the public issuance of convertible corporate bonds by the company
Announcement on diluting immediate return, taking 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.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company” or “the company”) 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 and regulations In accordance with the requirements of 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 this public issuance of convertible bonds on the dilution of immediate return, and put forward specific measures to fill the immediate return. The 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 operation of the company;
2. It is assumed that the company will complete the issuance at the end of December 2022, and it is assumed that all shares will not be converted on June 30, 2022 and all shares will be converted on December 31, 2023 respectively; (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 when the bondholders complete the share conversion shall prevail);
3. It is assumed that the total amount of funds raised this time is 340 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 59.86 yuan / share (the higher of the average trading price of the company’s shares on the first 20 trading days of April 18, 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 2021 was 1110819 million yuan, and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses was 105719 million yuan. It is assumed that the net profit attributable to the owner of the parent company in 2022 and 2023 is the same as the net profit attributable to the owner of the parent company after deducting non recurring profits and losses. (this assumption 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 assumption. If investors make investment decisions based on this assumption and cause losses, 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 80 million shares as of December 31, 2021 as the base, we only consider the impact of the number of shares after the issuance and all share conversion on the share capital, and do not consider the changes in share capital caused by other factors.
7. It is assumed that the impact of this issuance on other production and operation and financial conditions of the company (such as financial expenses and investment income) will not be considered;
8. It is assumed that the influence of the company’s profit distribution factors in 2021 and 2022 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.
(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 of this offering on the company’s main financial indicators in 2022 and 2023 under the above conditions as follows:
Year 2023 / December 31, 2023 project year 2022 / December 2022 to December 2023 to June 31, 2023
Number of ordinary shares (10000 shares) 8 China High-Speed Railway Technology Co.Ltd(000008) China High-Speed Railway Technology Co.Ltd(000008) 29648
Total amount of funds raised in this public offering (RMB 3400000)
Net profit attributable to the owner of the parent company (1110819 yuan)
Net profit attributable to the owner of parent company 1057190 after deducting non recurring profit and loss (10000 yuan)
Owner’s equity attributable to the parent company at the end of the period (RMB 100001310513814215957)
Basic earnings per share 1.39 1.39 1.34
After deducting non recurring profits and losses, the basic earnings per share are 1.32 1.32 1.28 yuan / share
After deducting non recurring profits and losses, the weighted average return on net assets is 11.59%, 10.38% and 8.90%
2、 Risk tips for diluted immediate return of this offering
After the issuance of convertible bonds and before the conversion of shares, the company shall pay interest on the convertible bonds that have not been converted into shares according to the pre agreed coupon rate. Since the coupon rate of convertible bonds is generally low, under normal circumstances, the profit growth brought by the company’s use of the raised funds of convertible bonds will exceed the bond interest to be paid by the convertible bonds, and the basic earnings per share will not be diluted, In extreme cases, if the profit growth brought by the company’s use of the funds raised by the convertible bonds cannot cover the bond interest to be paid by the convertible bonds, the company’s after tax profit will face the risk of decline and the immediate return of the company’s common shareholders will be diluted.
After some or all of the convertible bonds held by investors are converted into shares, the total share capital of the company will increase accordingly, which will have a certain dilution effect on the shareholding proportion of the original shareholders, the return on net assets and the earnings per share of the company. 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 due to 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.
Investors are hereby reminded to pay attention to the risk that the immediate return may be diluted due to this issuance. 3、 Necessity and rationality of this public offering of convertible corporate bonds
For the analysis of the necessity and rationality of the use of the raised funds, see the announcement feasibility analysis report on the use of the funds raised by the company’s public issuance of convertible corporate bonds.
4、 The relationship between the investment project of the raised funds and the existing business of the company, and the company is engaged in the investment of the raised funds
(I) the relationship between the investment project of the raised funds and the existing business of the company
The company’s main business is precision metal manufacturing in the professional field. The company focuses on providing customized precision metal structure products with “small batch, multiple varieties, complex process and high precision” to leading high-end equipment manufacturers at home and abroad. The investment project of the raised capital is the construction project of high-end equipment precision parts manufacturing and integration business production base, which is the expansion of the company’s existing business. The investment projects raised by the public issuance of convertible corporate bonds are carried out around the company’s main business, which is in line with the company’s overall development strategy. The company has the corresponding production experience and management ability to ensure the successful implementation of the project; The project invested with raised funds has good profit prospects. The successful implementation of the project will help to enhance the profitability of the company, improve the market share and industry influence of the company, and then improve the overall market competitiveness of the company.
After the completion of this public offering of convertible corporate bonds, the company’s main business will not change significantly, and the company’s assets and business scale will be further expanded.
(II) personnel, technology and market reserves of the company engaged in the investment projects with raised funds 1. Personnel reserves
In recent years, the company has continuously improved its human resource management system, attached importance to talent introduction, improved post responsibilities, assessment and incentive, training and education, formed a benign competition mechanism and created a harmonious employment environment. In the future, the company will promote the development of enterprises with the development and optimization of human resources, and further establish and improve the human resources management system from the aspects of incentive, assessment and training.
2. Technical reserve
The company is a high-tech enterprise in Jiangsu Province and an innovative enterprise in Jiangsu Province. It has three R & D institutions and an excellent research and development team, including “Jiangsu enterprise technology center”, “Jiangsu (Huaya) welding automation engineering technology R & D center” and “National Postdoctoral research workstation”. The Technology Department of the company has an experienced R & D and design team, with a number of invention patents, utility model patents and many innovative processes, which lays a good foundation for the company’s product development and manufacturing.
Part of the raised funds will be used for the construction of R & D center projects, and the existing technical teams and resources will be integrated and improved. The company has formulated a technology development plan, and will continue to promote the R & D and innovation of new materials, new technologies and new processes in the future, so as to further provide technical support for existing business and production expansion projects.
3. Market reserve
The company will tap the potential of existing high-quality customers, help digest new production capacity and achieve R & D objectives. After years of development, the company has established good and stable cooperative relations with well-known manufacturers at home and abroad in the field of semiconductor equipment, new energy and power equipment, general equipment, rail transit and medical devices. A good and stable relationship with well-known customers is conducive to the sustainable development of the company, the successful construction and operation of funded investment projects, the digestion of new production capacity and the achievement of R & D objectives.
The company will explore new customer resources, strengthen business and market development, continuously optimize the business structure according to the market development trend and based on the strategic development direction, and continuously improve the company’s service ability while improving the product demand. The company will continue to expand and strengthen the business in advantageous fields such as semiconductor equipment structure business, new energy and power equipment, actively expand other fields, and improve the profitability through the differentiation strategy of diversified service fields and high-end quality positioning.
5、 Measures taken by the company to dilute the immediate return on the public issuance of convertible corporate bonds
In order to reduce the risk of diluting the company’s immediate return caused by this issuance and protect the interests of investors, the company will take a variety of measures to ensure the effective use of the raised funds, effectively prevent the risk of diluting the immediate return and improve the ability of return in the future. The specific measures taken by the company to fill the diluted immediate return of this issuance are as follows: 1. Improve the daily operation efficiency of the company, reduce the operation cost of the company and improve the operation performance of the company
In order to ensure the effective use of the raised funds, effectively prevent the risk of diluted immediate return of shareholders and improve the company’s ability of sustainable return in the future, after the completion of this public issuance of convertible corporate bonds, the company will improve its future income by accelerating the investment progress of raised investment projects, strengthening market development, striving to improve its business performance, improving its management level and improving the operation efficiency of the company, To reduce the impact of this issuance on diluted immediate return. 2. Comprehensively improve the company’s management level, do a good job in cost control and improve the employee incentive mechanism
The company will improve the business process, improve the management and production efficiency, strengthen the information management of procurement, production, inventory and sales, strengthen the collection of sales receipts, and improve the operation efficiency of the company. At the same time, the company will strengthen budget management, strictly implement the company’s internal control system, and strengthen the constraints on the job consumption of directors and senior managers.
The company will improve the salary and incentive mechanism, establish a market competitive salary system, introduce market talents, stimulate the enthusiasm of employees to the greatest extent, and tap the creativity and potential power of employees. For the personnel in key positions of the company, the company will implement equity incentive to further enhance the cohesion of the company.
The company will pass
