Securities code: 300670 securities abbreviation: Jiangsu Daybright Intelligent Electric Co.Ltd(300670) Announcement No.: 2022-007 Jiangsu Daybright Intelligent Electric Co.Ltd(300670) announcement on diluted immediate return, filling measures and commitments of relevant subjects in this major asset restructuring
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 omissions.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) (hereinafter referred to as ” Jiangsu Daybright Intelligent Electric Co.Ltd(300670) “, “listed company” and “company”) intends to pay cash from the original lessee Tianjin Huajing zero one ship leasing Co., Ltd. through its wholly-owned subsidiary Jiangsu Daye New Energy Technology Co., Ltd. (hereinafter referred to as “Daye new energy”) or other entities designated by it Tianjin Huajing zero two ship leasing Co., Ltd. undertakes the financial leasing interests related to Huajing 01 (identification number: cn20176239143, Hua Jing 01) and Huajing 02 (identification number: cn20181308196, Hua Jing 02). When the lease term expires, the company will obtain the ownership of Huajing 01 and Huajing 02 (hereinafter referred to as “this transaction” and “this major asset reorganization”).
In order to implement 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) The spirit and requirements of the 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 the diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) are to ensure that the measures taken by the company to fill the diluted immediate return can be effectively implemented, To protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, the company has carefully analyzed the impact of this transaction on the dilution of immediate return and formulated measures to fill the return. The details are as follows:
1、 The impact of diluted immediate return of this transaction on the financial indicators of earnings per share of listed companies
According to the audit report of the listed company in 2020, the unaudited financial statements of the listed company from January to July 2021 and the review report of (Tianheng zhuanzi (2022) No. 00011) Jiangsu Daybright Intelligent Electric Co.Ltd(300670) consolidated financial statements for reference in January to July 2021 and 2020 issued by Tianheng certified public accountants, the comparison of relevant financial indicators before and after the transaction is as follows:
Unit: 10000 yuan
January July 2021 2020
project
Pre transaction post transaction pre transaction post transaction
Operating income 24156.92 42588.75 54128.95 58826.96
Operating profit 2264.71 11200.81 8958.10 14284.89
Total profit 2254.46 11190.56 8955.14 14281.93
Net profit 2057.24 8757.64 7802.55 11795.63
Net profit attributable to owners of parent company 1598.29 8298.69 6327.81 10320.89
Comprehensive gross profit margin 28.02%, 38.30%, 31.09%, 31.04%
Net interest rate 8.52%, 20.56%, 14.41%, 20.05%
Basic earnings per share (yuan / share) 0.05 0.26 0.20 0.33
After the completion of this transaction, the listed company will expand the offshore wind power installation and leasing service business. The listed company will make full use of its platform advantages, capital advantages and standardized management experience to actively develop and expand the offshore wind power installation business from all aspects, give full play to the synergy and improve the overall competitiveness and profitability of the listed company. After the completion of this transaction, as the underlying assets are included in the consolidated statements of the listed company, the operating income, operating profit, total profit, net interest rate and basic earnings per share of the listed company will increase to varying degrees in 2020 and January July 2021.
2、 Risk tips for diluting the immediate return of this transaction and measures to fill the return
(I) risk tips for diluting the immediate return of this transaction
After the completion of this transaction, the underlying assets will help to improve the competitive advantage of the listed company in the offshore wind power industry, facilitate the sustainable development of the listed company and improve the comprehensive competitiveness of the listed company. Although the underlying assets of this transaction are expected to bring higher benefits to the listed company, the possibility that the future profitability of the underlying assets is less than expected cannot be completely ruled out. In case of the above circumstances, the operation of the underlying assets fails to meet the expectations, and the immediate return indicators such as earnings per share of the listed company will face the risk of dilution in the short term. Investors are reminded that this transaction may dilute the immediate return of the listed company.
(II) measures to fill the return
In the year of implementation of this transaction, if the immediate return of the listed company is diluted, it is proposed to take the following filling measures to enhance the sustainable return ability of the listed company. However, the formulation of the following filling and return measures does not represent a commitment or guarantee for the future profits of the listed company:
1. Strengthen operation and management and improve the company’s operation efficiency. At present, listed companies have formulated a relatively perfect and sound internal control system and management system to ensure the normal and orderly operation of various business activities of listed companies. Listed companies will further improve their operation and management level and improve and strengthen investment decision-making procedures in the next few years, Strictly control all costs and expenses of the company, strengthen cost management, optimize budget management process, strengthen implementation supervision, and comprehensively and effectively improve the operation efficiency of the company.
2. Improve the corporate governance structure and internal control system. Before this transaction, the listed company has continuously optimized the corporate governance structure and improved and implemented the company’s internal control system in accordance with the company law, the guidelines for the governance of listed companies, the basic norms of enterprise internal control and other laws and regulations, as well as the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on corporate governance, Standardize the operation of the company.
After the completion of this transaction, the company will further improve its governance structure, establish and improve the independent operation mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management, and strive to form a set of corporate governance and operation framework with reasonable setting, effective operation, clear rights and responsibilities and good operation.
3. Continue to expand the main business and improve the profitability of the company
The listed company will continue to expand its main business and accelerate the integration with the advantages of the target company in technology, products, brands and customers. With the accumulated R & D strength and advantageous position of each other, we can achieve effective coordination with listed companies and improve the profitability of the company.
4. Improve the profit distribution policy and strengthen the investor return mechanism. The articles of association of listed companies clearly stipulate the principle, form, proportion and decision-making mechanism of profit distribution. On the basis of continuing to comply with the relevant provisions of the articles of association on profit distribution, the listed company will, in accordance with the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other relevant provisions of the CSRC, and in combination with the actual situation of the listed company, Widely listen to the opinions and suggestions of relevant parties, especially independent directors and minority shareholders, constantly improve the profit distribution policy, increase the transparency of the implementation of the distribution policy, safeguard the interests of all shareholders, give consideration to the reasonable return on investment to shareholders on the premise of ensuring the sustainable development of listed companies, and better safeguard the interests of shareholders and investors of listed companies.
3、 Commitments of relevant entities on the measures to fill diluted immediate returns in this restructuring
The controlling shareholders, actual controllers and all directors and senior managers of the company hereby make the following commitments to fill the diluted return on demand:
1. Do not transfer benefits to other units or individuals free of charge or under unfair conditions, and do not damage the interests of the company in other ways.
2. Restrict my job consumption behavior.
3. Do not use the assets of the listed company to engage in investment and consumption activities unrelated to the performance of their duties.
4. The remuneration system formulated by the board of directors or the remuneration and assessment committee is linked to the implementation of the compensation and return measures of the listed company.
5. If the company will carry out equity incentive in the future, the exercise conditions of equity incentive of listed companies to be announced are linked to the implementation of the company’s filling return measures.
If I violate the above commitments or fail to fulfill the commitments, I shall publicly explain and apologize in the general meeting of shareholders and newspapers designated by the CSRC; Take the initiative to accept the self regulatory measures taken by the stock exchange and the China Association of listed companies, and the corresponding regulatory measures made by the CSRC according to law, and record them in their integrity files; Those who violate their commitments and cause losses to the listed company or shareholders shall be liable for compensation according to law.
It is hereby announced.
Jiangsu Daybright Intelligent Electric Co.Ltd(300670) board of directors
January 23, 2022
