Stock Code: 000410 stock abbreviation: St Shenji Shenyang Machine Tool Co.Ltd(000410)
Plan for non-public offering of A-Shares in 2022 January 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares.
3. The company’s plan for this non-public offering of A-Shares is the description of the company’s board of directors on this non-public offering of shares. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to this non-public offering of a shares. The effectiveness and completion of the matters related to this non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The plan for this non-public offering of A-Shares and related matters have been deliberated and adopted at the 24th Meeting of the ninth board of directors of the company. According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, this non-public offering shall be submitted to the general meeting of shareholders of the company for deliberation and approval after the consent of the main body performing the responsibility of supervision and administration of state-owned assets, It can only be implemented after being approved by the CSRC.
2. This offering is a non-public offering for specific objects, and the issuing object is China General Technology (Group) Holding Co., Ltd. (hereinafter referred to as “General Technology Group”), the controlling shareholder of the company. General technology group subscribes the shares issued this time in cash, and the subscribed shares shall not be transferred within 36 months from the date of issuance.
3. The benchmark date for the pricing of this non-public offering is the announcement date of the resolution of the 24th Meeting of the ninth board of directors. The issuing price of this offering is 3.94 yuan / share, which is no less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date). If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
If the price of this issuance needs to be adjusted according to the changes of relevant laws, regulations and regulatory policies or the requirements of issuance registration documents, the company can determine the new issuance price according to the above requirements.
4. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before this offering, that is, no more than 505210783 shares (including this number). The upper limit of the final issuance quantity shall be subject to the requirements of the approval documents of the CSRC. Within the above scope, the board of directors and authorized persons of the company shall negotiate with the recommendation institution (lead underwriter) according to the needs of the raised funds in accordance with the authorization of the general meeting of shareholders.
5. The total amount of funds to be raised in this issuance is no more than 1.5 billion yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised is intended to be used to supplement working capital.
6. This non-public offering of shares does not constitute a major asset restructuring, will not lead to changes in the company’s controlling shareholders and actual controllers, and will not lead to the company’s equity distribution not meeting the listing conditions.
7. According to the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, the board of directors of the company has formulated profit distribution policies and future shareholder return plans. For details about the company’s profit distribution policy and the company’s future shareholder return plan, please refer to Section VI of the plan, the company’s profit distribution policy and relevant information, and investors are invited to pay attention to it.
8. After the completion of this non-public offering, the accumulated undistributed profits / losses before this offering shall be shared / borne by the new and old shareholders of the company according to the equity ratio after the offering.
9. After this non-public offering, the company’s share capital and net assets will increase accordingly. After the raised funds are in place, there is a risk that the company’s immediate return (earnings per share, return on net assets and other financial indicators) will be diluted. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of the non-public offering of shares. In this regard, the company has formulated measures to fill the return, but the company reminds investors that the company’s formulation of measures to fill the return does not guarantee the company’s future profits.
catalogue
The company declares that 1 important note 2 catalog 4 interpretation Section 1 Summary of the non-public offering plan eight
1、 Basic information of the company eight
2、 Background and purpose of this non-public offering eight
3、 Issuing object and its relationship with the company ten
4、 Summary of the non-public offering plan ten
5、 Whether this issuance constitutes a related party transaction thirteen
6、 Does this issuance lead to changes in the company’s control thirteen
7、 The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section II basic information of issuing objects determined before the board of Directors fifteen
1、 Basic information of issuing object fifteen
2、 Punishment and litigation of the issuer and its directors, supervisors and senior managers in the past five years sixteen
3、 Horizontal competition and related party transactions seventeen
4、 Major transactions between the issuing object and the company within 24 months before the disclosure of this issuance plan seventeen
Section III summary of share subscription agreement with effective conditions nineteen
1、 Number and method of subscription nineteen
2、 Subscription price nineteen
3、 Payment time and method of subscription money twenty
4、 Delivery of the underlying shares twenty
5、 Lock up period arrangement twenty
6、 Establishment and entry into force twenty-one
7、 Liability for breach of contract Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-three
1、 The use plan of the raised funds twenty-three
2、 The necessity of raising funds this time twenty-three
3、 Feasibility of the use of the raised funds twenty-five
4、 The impact of this issuance on the operation, management and financial status of the company twenty-five
5、 Feasibility conclusion of this non-public offering Section V discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. business and assets, articles of association, shareholder structure, senior management structure and business income settlement of the company after the issuance
Structural changes twenty-seven
2、 Changes in the company’s financial position, profitability and cash flow 28 III. business relationship, management relationship, related party transactions and horizontal competition between the company and the actual controller and its related parties
And other changes 28 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or are controlled by the controlling shareholders
Guarantee provided by shareholders and their affiliates 28 v. whether the company’s debt structure is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Is there a situation that the debt ratio is too low and the financial cost is unreasonable twenty-nine
6、 Description of risks related to this stock issuance Section VI profit distribution policy and relevant information of the company thirty-two
1、 Formulation and implementation of the company’s profit distribution and cash dividend policies thirty-two
2、 Profit distribution and use of undistributed profits of the company in the last three years thirty-four
3、 The company’s future shareholder return plan Section 7 diluted immediate return and measures to fill the return of this offering thirty-seven
1、 The impact of this offering on the company’s earnings per share thirty-seven
2、 Special risk tips for diluting the immediate return of this offering thirty-nine
3、 Analysis of the necessity and rationality of this non-public offering and its relevance to the company’s existing business thirty-nine
4、 Specific measures taken by the company to fill the return thirty-nine
5、 Commitments issued by relevant entities 41 Section VIII other important matters forty-three
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings:
Abbreviation means
Shenji Co., Ltd. refers to Shenyang Machine Tool Co.Ltd(000410) the company and listed company
General technology group refers to China General Technology (Group) Holding Co., Ltd
SASAC of the State Council refers to the state owned assets supervision and Administration Commission of the State Council
Shenyang Machinery Group refers to Shenyang Machine Tool (Group) Co., Ltd
Qiqihar No.2 Machine Tool refers to Qiqihar No.2 Machine Tool (Group) Co., Ltd. Beijing Machine Tool Research Institute of the group refers to Beijing Machine Tool Research Institute Co., Ltd
Subscription object refers to general technology group and its controlled affiliates
The subscription agreement between Shenyang Machine Tool Co.Ltd(000410) and China General Technology (Group) Co., Ltd. refers to the subscription agreement of non-public development shares with effective conditions of the company
This offering and this non-public offering refer to the non-public offering of shares in Shenyang Machine Tool Co.Ltd(000410) 2022
public offering
The pricing benchmark date refers to the announcement date of the resolution of the 24th Meeting of the ninth board of directors of the company
The last three years refer to 2018, 2019 and 2020
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China (revised in 2019)
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange (revised in 2022)
The articles of association refers to the Shenyang Machine Tool Co.Ltd(000410) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Board of directors means the Shenyang Machine Tool Co.Ltd(000410) board of directors
Board of supervisors refers to the Shenyang Machine Tool Co.Ltd(000410) board of supervisors
General meeting means Shenyang Machine Tool Co.Ltd(000410) general meeting of shareholders
Extraordinary general meeting refers to Shenyang Machine Tool Co.Ltd(000410) extraordinary general meeting
Sponsor and China CITIC Securities refer to Citic Securities Company Limited(600030) bonds
A shares refer to ordinary shares listed on domestic stock exchanges, marked with the par value of shares in RMB, subscribed and traded in RMB
If there are differences in the mantissa between the sum of part of the total and each addend in this plan, these differences are caused by rounding.
Section 1 Summary of the non-public offering plan
1、 Basic information of the company
Company name (Chinese) Shenyang Machine Tool Co.Ltd(000410)
Company name (English): Shenyang Machine Tool Co., Ltd
Shenzhen stock exchange where the shares are listed
Stock abbreviation: St Shenji
Stock Code: 000410
Legal representative: an Fengshou
The registered capital is 1684035944 yuan
Address: No. 17 A 1, Kaifa Road, Shenyang Economic and Technological Development Zone
Postal Code: 110142
Date of establishment: May 20, 1993
Tel: 86-24-25190865
Fax No.: 86-24-2
