Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
(registered address: No. 99, Shuangma street, Suzhou Industrial Park)
Plan for issuing shares to specific objects
February, 2002
Company statement
The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan.
This plan is prepared in accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). After the issuance of shares to specific objects, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan need to be reviewed or approved by the relevant examination and approval authority.
hot tip
1. The issues related to the issuance of shares to specific objects have been deliberated and adopted at the 22nd Meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors. According to the provisions of relevant laws and regulations, the issuance can only be implemented after the approval of the general meeting of shareholders, the approval of Shenzhen Stock Exchange and the consent and registration of China Securities Regulatory Commission.
2. There are no more than 35 issuing objects (including 35), and they are specific investors in accordance with the provisions of the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors in accordance with the provisions of the CSRC, as well as other legal persons in accordance with the provisions of the CSRC Natural persons or other qualified investors. Where securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors subscribe for more than two products under their management, they shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
The final issuance object shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the subscription quotation in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the issuance application has been reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders. If national laws and regulations have new provisions on the specific object of this issuance, the company will adjust according to the new provisions.
The issuing objects of this issuance subscribe for the shares issued by the company in cash.
3. The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average price of the company's shares in the 20 trading days before the pricing benchmark date (the average price of the company's shares in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date ÷ the total amount of stock transactions in the 20 trading days before the pricing benchmark date). If national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of issuing shares to specific objects, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
If the company has ex rights and ex interests matters such as dividend distribution, bonus shares or conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the lower limit of this issuance price will be adjusted accordingly.
The final issue price of this offering to specific objects shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the subscription quotation in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the application for this offering to specific objects is reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders.
4. The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital of the company before this issuance. If calculated according to the current share capital of the company, it is expected that the total number of shares issued this time will not exceed 174864161 (including this number).
If the company's shares are subject to ex rights and ex dividend matters such as bonus shares, conversion of capital reserve into share capital or other changes in the total share capital of the company from the date of deliberation of the resolution of the board of directors to the date of issuance, or due to other reasons, the upper limit of the number of shares issued to specific objects will be adjusted accordingly. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance within the scope of authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws, regulations and normative documents and according to the actual situation of the issuance after being reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
5. The shares subscribed by the issuing object to be issued to specific objects shall not be transferred within 6 months from the date of the end of this issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the issuance period expires, the company shall comply with the relevant laws and regulations of the exchange. After the issuance to specific objects, the company's shares increased due to the company's bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period. If the national laws, regulations and other normative documents have the latest provisions or regulatory opinions on the sales restriction period of shares issued to specific objects, the company will adjust accordingly according to the latest provisions or regulatory opinions.
6. The total amount of funds raised by the company in issuing shares to specific objects this time is no more than 460 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
Project name total investment of the project amount of raised funds to be invested
Sichuan Tianhua Shidai lithium energy Co., Ltd. has an annual output of 60000 tons of batteries
Class I lithium hydroxide construction project 250000.00 240000.00
Yibin Weineng lithium industry science and Innovation Co., Ltd. has an annual output of 2.5 million yuan in phase I
10000 ton battery grade lithium hydroxide project 96973.34 82000.00
Project name total investment of the project amount of raised funds to be invested
Acquisition of 7% equity of Yibin Tianyi lithium industry science and Innovation Co., Ltd. 98000.00 98000.00
Supplementary working capital 40000.00 40000.00
Total 484973.34 460000.00
The part of the total investment amount of the project higher than the use amount of the raised funds shall be raised by the company itself; If the actual net amount of raised funds after deducting the issuance expenses is lower than the total amount of raised funds to be invested, the insufficient part shall be raised by the company itself.
Before the funds raised from this stock issue are in place, the company will make early investment with self raised funds according to the needs of the project, and replace the early investment funds in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place.
7. After the issuance to specific objects, the undistributed profits accumulated by the company before the issuance shall be shared by the new and old shareholders after the issuance.
8. After the issuance to specific objects is completed, the company's equity structure will change accordingly. The implementation of this offering to specific objects will not result in the company's equity distribution not meeting the listing conditions. At the same time, the issuance to specific objects will not lead to changes in the controlling shareholders and actual controllers of the company.
9. In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC, "Section IV profit distribution policy and implementation of the company" in this plan explains the current profit distribution policy of the company, the dividend distribution of the company in recent three years and the shareholder dividend return plan of the company in the next three years (2021-2023), and draws the attention of the majority of investors.
10. 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 (GBF [2014] No. 17) In accordance with the requirements of laws, regulations, rules and other normative documents such as the guiding opinions on matters related to IPO and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) of the CSRC, in order to protect the interests of small and medium-sized investors, the company has carefully, prudently and Objective analysis, and put forward specific filling return measures, and the relevant subjects made a commitment that the company's filling return measures can be effectively implemented. For relevant measures and commitments, please refer to "section V statements and commitments of the board of directors related to this issuance" of this plan.
The hypothetical analysis of the company's earnings per share after the issuance in this plan does not constitute a commitment or guarantee for the company's performance. The company's formulation of filling return measures does not guarantee the company's future profits. Please pay attention to the investment risks.
11. In particular, investors are reminded to carefully read "VI. description of risks related to the issuance of shares to specific objects" in "section III discussion and analysis of the impact of the issuance on the company by the board of directors" of the plan, and pay attention to investment risks.
catalogue
The company declares that 1 special tips 2 catalog 6 interpretation Section 1 Summary of the stock issuance scheme to specific objects nine
1、 Basic information of the issuer nine
2、 Background and purpose of this issuance of shares to specific objects nine
3、 Issuing object and its relationship with the company twelve
4、 Summary of the stock issuance scheme to specific objects thirteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company's control sixteen
7、 The approval procedure for this issuance sixteen
Section II feasibility analysis of the board of directors on the use of the raised funds eighteen
1、 The use plan of the raised funds eighteen
2、 Feasibility analysis of the project's investment eighteen
3、 The impact of this issuance on the operation, management and financial status of the company thirty-one
4、 The feasibility analysis conclusion of the project invested by the raised funds thirty-one
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 32 I. whether there is an integration plan for the business and assets of the listed company after this offering, and whether the articles of association are
Make adjustments; Expected changes in shareholder structure, senior management structure and business structure 32 II. Changes in the financial status, profitability and cash flow of the listed company after the issuance 33 III. business and management relations between the company and its controlling shareholders, actual controllers and their affiliates
Changes in related party transactions and horizontal competition 34 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, or whether the company provides services to the controlling shareholders, actual controllers and their affiliates
Guarantee situation V. whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost thirty-four
6、 Description of the risks related to the issuance of shares to specific objects thirty-four
Section IV profit distribution policy and implementation of the company forty-one
1、 Profit distribution policy forty-one
2、 Profit distribution in the last three years forty-two
3、 Shareholder return planning for the next three years (2021-2023) forty-four
Section V statements and commitments of the board of directors related to this offering forty-nine
1、 Statement on other equity financing plans in the next 12 months other than this offering 49 II. Diluted immediate return and filling measures for the issuance of shares to specific objects
