Number of shares to be purchased: 0 ~ 49,122,948 shares (0% ~ 22.74%).

Offer price: The offer price of this tender offer is 47 yuan/share.

The maximum amount of funds required for tender offer is RMB 2,365.438+0 billion.

Tender offer period: 30 days (07.11.21~ 07.12.20).

After the expiration of the offer period,

If the number of shares transferred in advance is less than or equal to 49,122,948, the purchaser will purchase the shares transferred in advance by the shareholders according to the conditions agreed in the tender offer;

When the number of pre-offered shares is higher than 49,000122,948, the purchaser will purchase the pre-offered shares in the same proportion, and the calculation formula is: the number of shares purchased by the purchaser from each pre-offered shareholder = the number of pre-offered shares of that shareholder × (49,000122,948 ÷ the total number of pre-offered shares of all shareholders during the offer period).

Comments:

Tender offer price premium-165438+1October 2 1 day, SEB Group announced its tender offer plan for Supor, with the tender price of 47 yuan. Compared with 39.95 yuan (closing price 1 1. 15), 43.22 yuan (closing price1.16) and 40.74 yuan (moving average of 20 days before the announcement). Average cost of SEB's shareholding-if SEB finally buys 49,122,948 shares, taking into account the 64,806,000 shares previously bought with 18 yuan, the average price is 30.5 yuan, which corresponds to Supor's P/E ratio of about 40 times and 25 times in 2007-08.

Possible arbitrage price-In the previous report, we thought that Supor should be given a price-earnings ratio of 35-40 times in 2008 according to its growth, and the corresponding reasonable valuation was around 39-45 yuan. Based on this value, according to the offer price and the possible partial offer ratio (49120,000 shares/72.49 million shares =67.8%), the corresponding arbitrage stock prices can be calculated as 44.4 yuan and 46.3 yuan respectively. Because some circulating shareholders may not accept the offer in advance, the actual proportion may be higher than 67.8%, so the corresponding arbitrage share price will be slightly higher.

Possible suspension of listing —— According to the Supplementary Notice on Share Separation of Listed Companies of Shenzhen Stock Exchange, after the tender offer is completed, if Supor fails to meet the listing requirements for 20 consecutive trading days (Supor's existing total share capital does not exceed RMB 400 million, and the public shareholding ratio is less than 25%), the listing of Supor shares will be suspended. SEB made three suggestions in the tender offer report. We estimate that no matter which scheme, it will take some time to negotiate and solve it.

Possible scheme changes-according to the provisions of the Measures for the Administration of Acquisition of Listed Companies, "the purchaser shall not change the conditions of the acquisition offer within 15 days before the expiration of the acquisition offer period; However, unless there is a competitive offer, "if the purchaser changes the terms of the offer within the validity period of the offer, he must submit a written report to the China Securities Regulatory Commission in advance, and send a copy to the agency of the China Securities Regulatory Commission where the listed company is located, and send a copy to the stock exchange to inform the acquired company; Approved by the China Securities Regulatory Commission, it can be implemented and announced ". Therefore, the possibility of SEB adjusting the scheme within fifteen days after the announcement is not ruled out, but we estimate that this possibility is very small.

The game is still in progress-according to the plan, SEB's goal is to eventually hold 52.74% of the shares. The actual result depends on the degree of pre-acceptance of the offer, and there is still uncertainty about whether it can absolutely hold shares. If SEB realizes absolute holding, the late injection of technology and OEM orders will make Supor's performance grow faster; Otherwise it will be lower than expected. Earnings Forecast and Rating-According to the data of the first three quarters and the pre-increase of the company's performance, we slightly raised Supor's basic earnings per share in 2007-08 to 0.90 yuan (considering the impact of issuing 40 million new shares) and 65,438+0.13 yuan. Although we are always optimistic about Supor's long-term development in the domestic small household appliances industry and the possible SEB injection molding technology and OEM order expectations, considering the uncertainty of tender offer and the time cost caused by the possible suspension of listing, and the stock price in the secondary market has exceeded our previous target price (45 yuan) after the tender offer plan was announced, we downgraded the rating to "cautious overweight".