Securities code: Shanghai Nenghui Technology Co.Ltd(301046) securities abbreviation: Shanghai Nenghui Technology Co.Ltd(301046) Announcement No.: 2022041 Shanghai Nenghui Technology Co.Ltd(301046)
On the dilution of convertible corporate bonds issued by the company to unspecified objects, i.e
Announcement on interim return, measures to fill in immediate return and commitments of relevant entities
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 tips:
The following information about the company’s main financial indicators after the issuance of convertible corporate bonds to unspecified objects does not constitute the company’s profit forecast, and the measures to fill the return do not guarantee the company’s future profits. 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.
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) Several 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 initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC (CSRC announcement [2015] No. 31) and other relevant documents, in order to protect the interests of small and medium-sized investors, Shanghai Nenghui Technology Co.Ltd(301046) (hereinafter referred to as “the company”) has carefully analyzed the impact of the issuance of convertible bonds to unspecified objects on the dilution of the company’s immediate return, put forward specific measures to fill the return, and relevant subjects have also made a commitment to the practical implementation of the company’s measures to fill the return. The details are as follows:
1、 The impact of diluting the immediate return of convertible bonds issued to unspecified objects on the company’s main financial indicators
(I) main assumptions and preconditions for financial index calculation
1. It is assumed that there are no major adverse changes in the macroeconomic environment, industrial policies and the industry in which the company is located;
2. It is assumed that the issuance of convertible corporate bonds to unspecified objects will be completed by the end of December 2022. It is assumed that all shares will be converted on June 30, 2023 (i.e. the conversion rate is 100% and all shares will be converted at one time)
Shares) and all shares not converted on December 31, 2023 (i.e. the conversion rate is 0). The completion time is only used to calculate the impact of this issuance on the immediate return, and does not constitute a commitment to the actual completion time. 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. Finally, the actual completion time after the issuance is reviewed by Shenzhen Stock Exchange and registered with China Securities Regulatory Commission shall prevail;
3. The total amount of funds raised from the issuance of convertible bonds to unspecified objects is 347907 million yuan, regardless of the impact of relevant issuance expenses. According to the actual situation of the issuance and registration of the bonds, the final amount of the issued funds can be transferred to the supervision department;
4. In order to quantitatively analyze the impact of this issuance of convertible corporate bonds on the dilution of immediate return, it is assumed that the share conversion price of this issuance is 31.58 yuan / share (the share conversion price is only the simulated calculation price and does not constitute a numerical prediction of the actual share conversion price). The actual initial conversion price of convertible corporate bonds issued to unspecified objects shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the market and the specific situation of the company before issuance;
5. 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 104029 million yuan and 1001322 million yuan respectively. Assuming that the net profit attributable to the shareholders of the parent company in 2022 and 2023 and the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses increase by 0%, 5% and 10% respectively on the basis of the same period of last year, Calculate the performance change (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, and investors should not make investment decisions based on it. If investors make investment decisions based on this, the company will not be liable for compensation);
6. The influence of profit distribution factors of the company in 2021 is not considered;
7. When predicting the total share capital at the end of each year and calculating the earnings per share of each year, it is based on the total share capital of 149790000 shares on March 31, 2022. It is assumed that in addition to the above matters and the conversion of convertible bonds into shares, ex rights and ex interests, conversion of share capital, share repurchase and other possible equity changes will not be considered;
8. The impact on the company’s production and operation and financial status (such as financial expenses and investment income) after the arrival of the raised funds from this issuance; Nor does it consider the impact of the interest expense of convertible bonds issued this time;
9. The above assumptions are only to calculate the impact of the diluted immediate return of this issuance on the company’s main financial indicators,
It does not represent the company’s commitment to the profitability of 2022 and 2023, nor does it represent the company’s judgment on the operation and trend of 2022 and 2023.
(II) impact on main financial indicators
Based on the above assumptions, the company calculated the impact of the issuance of convertible corporate bonds to unspecified objects on the main current income indicators, as follows:
December 31, 2021 December 31, 2022 December 31, 2023 / year 2023
Project date / year 2021 / year 2022 December 31, 2023 all non convertible days all convertible days
Total share capital (10000 shares) 1494800149790014979001608067
Scenario 1: the corresponding annual growth rate of the net profit attributable to the owner of the parent company in 2022 and 2023 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 0%
The net profit of the owner is 104 Lanzhou Zhuangyuan Pasture Co.Ltd(002910) 4 Lanzhou Zhuangyuan Pasture Co.Ltd(002910) 40029 (RMB 1040029) less non recurring losses
Net profit attributable to the owner of parent company 1001322100132210013221001322 after profit (10000 yuan)
Basic earnings per share 0.83 0.69 0.69 0.67 (yuan / share)
Diluted earnings per share 0.83 0.69 0.65 0.67 (yuan / share) net of non recurring losses
Basic earnings per share 0.80 0.67 0.67 0.64 earnings (yuan / share) net of non recurring losses
Diluted earnings per share 0.80 0.67 0.62 0.64 earnings (yuan / share) scenario 2: the corresponding annual growth rate of the net profit attributable to the owner of the parent company in 2022 and 2023 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 5%
The net profit of the owner is 104 Lanzhou Zhuangyuan Pasture Co.Ltd(002910) 920301146632 (RMB 1146632 million), deducting non recurring losses
Net profit attributable to the owner of parent company 1001322105138811039581103958 after profit (10000 yuan)
Basic earnings per share 0.83 0.73 0.77 0.74 (yuan / share)
Diluted earnings per share 0.83 0.73 0.71 0.74 (yuan / share) net of non recurring losses
Basic earnings per share: 0.80 0.70 0.74 0.71 (yuan / share)
Diluted earnings per share after deducting non recurring loss of 0.80 0.70 0.69 0.71
Profit (yuan / share) assumption scenario 2: the corresponding annual growth rate of the net profit attributable to the owner of the parent company in 2022 and 2023 and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is 10%, which belongs to the parent company
The net profit of the owner is 104 Foran Energy Group Co.Ltd(002911) 440321258435 (RMB 1258435), deducting non recurring losses
Net profit attributable to owners of parent company 1001322110145412116 Suncha Technology Co.Ltd(001211) 600 after profit (10000 yuan)
Basic earnings per share 0.83 0.76 0.84 0.81 (yuan / share)
Diluted earnings per share 0.83 0.76 0.78 0.81 (yuan / share) net of non recurring losses
Basic earnings per share 0.80 0.74 0.81 0.78 earnings (yuan / share) net of non recurring losses
Diluted earnings of 0.80 0.74 0.75 0.78 earnings per share (yuan / share)
2、 Risk tips for diluting the immediate return of convertible corporate bonds issued to unspecified objects
After some or all of the convertible corporate bonds held by investors are converted into shares, the total share capital and net assets of the company will increase to a certain extent, which may have a certain dilution effect on the shareholding ratio of the original shareholders and the earnings per share of the company.
In addition, the convertible corporate bonds issued to unspecified objects this time have 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 the conversion of convertible corporate bonds, so as to expand the potential dilution effect of the conversion of convertible corporate bonds issued to unspecified objects on the original ordinary shareholders of the company.
After the company issues convertible corporate bonds to unspecified objects, 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 feasibility of this issuance
See the feasibility analysis report on the use of funds raised by Shanghai Nenghui Technology Co.Ltd(301046) issuing convertible corporate bonds to unspecified objects disclosed by the company on the same day for details of the necessity and rationality of this issuance.
4、 The relationship between the investment project of the raised funds and the existing business of the company
The company is a smart energy integrated technology service provider focusing on photovoltaic power generation design, system integration, investment and operation, and carrying out emerging businesses such as energy storage microgrid, electric energy substitution (heavy truck replacement), waste pyrolysis and clean heating. The fund-raising project of the company is invested in the power station investment and operation business, one of the company’s main businesses. It is mainly used to invest in the construction of distributed photovoltaic power stations in Shanghai, Luoshan County, Henan Province and Zhuhai City, Guangdong Province. After the completion of the project, the total installed capacity is about 58.60mw, and the estimated annual average power generation is about 584929 million kwh. The implementation of the company’s raised investment project will help to improve the company’s profitability and anti risk ability, and improve the stability and sustainability of the company’s business operation.
To sum up, the investment project of the raised funds is carried out around the company’s main business, in line with relevant national industrial policies and the company’s overall strategic development direction in the future, and has good development prospects. The implementation of the project will also help to improve the company’s business scale, further establish the company’s corporate brand image and improve market competitiveness. This issuance will not lead to changes in the company’s main business.
5、 Measures taken by the company to dilute the immediate return on the issuance of convertible corporate bonds to unspecified objects
In order to ensure the effective use of the raised funds, effectively prevent the risk of dilution of the immediate return and improve the ability of future return, the company plans to take the following measures to fill the immediate return:
(I) improve operating efficiency and reduce operating costs
The company will take advantage of this issuance of convertible bonds to optimize its resource allocation and improve its management level. While further strengthening product quality, improving technical level, expanding market and enhancing market competitiveness, the company will pay more attention to the construction and effective implementation of internal control system. The company will strengthen the communication among various departments, enhance the linkage between procurement, production and sales, improve the asset turnover rate, reduce the production cost and operation cost, and improve the profitability of the company. Improving the internal management of the company
