Stock abbreviation: Anhui Andeli Department Store Co.Ltd(603031) Stock Code: 603031 Anhui Andeli Department Store Co.Ltd(603031) 2022 plan for non-public offering of A-Shares February 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, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
2、 This plan is prepared in accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies.
3、 After the completion of this non-public offering of shares, the company shall be responsible for the changes in the company’s operation and income; The investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
4、 This plan is the explanation of the company’s board of directors on this non-public offering, and any statement to the contrary is untrue.
5、 Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6、 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. The effectiveness and completion of the matters related to this non-public offering described in this plan are subject to the approval or approval of the relevant examination and approval authority.
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this plan.
1、 Matters related to this non-public offering of shares have been deliberated and adopted at the 8th meeting of the Fourth Board of directors held on February 9, 2022. This non-public offering of shares can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
2、 The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China. The par value of each share is RMB 1.00.
3、 This offering adopts the method of non-public issuance of RMB common shares (A shares) to specific objects, and the company will choose an appropriate time to implement it within the validity period of the approval document of the CSRC on this offering. 4、 The objects of this non-public offering are no more than 35 specific objects, including legal persons, natural persons or other legal investment organizations in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management 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.
After the issuance application is approved by the CSRC, the final issuance object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results in accordance with the authorization of the general meeting of shareholders and the relevant provisions of the CSRC.
All the objects of this non-public offering subscribe for the shares in cash.
5、 The number of shares in this non-public offering is the total amount of raised funds divided by the issue price of this non-public offering, and shall not exceed 30% of the total share capital of the company before this offering, that is, not more than 33600000 shares (including 33600000 shares).
If the company has ex rights matters such as share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date of this non-public offering, or changes in the total share capital of the company due to share repurchase, equity incentive and other matters, the upper limit of the number of shares issued this time will be adjusted accordingly.
The upper limit of the final issuance quantity shall be subject to the approval of the CSRC on this issuance. Within the above scope, the final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of this issuance in accordance with the authorization of the general meeting of shareholders of the company, relevant regulations of the CSRC and the actual situation at the time of issuance. 6、 The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering.
The issuing price shall not be lower than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date. The specific issue price will be authorized by the board of directors of the company according to the authorization of the general meeting of shareholders, after the company obtains the approval and reply of the CSRC on this issue, in accordance with the provisions of relevant laws, regulations and normative documents and market conditions, and according to the subscription quotation of the subscription object, and in accordance with the principle of price priority, It shall be determined through consultation with the sponsor (lead underwriter) of the non-public offering.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date ÷ total stock trading volume in the 20 trading days before the pricing benchmark date.
If the company has 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 reserve price of this non-public offering will be adjusted accordingly.
7、 The shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. In case of subsequent changes in relevant laws, regulations and normative documents of securities regulatory authorities, the sales restriction period shall be adjusted accordingly. During the above-mentioned share restriction period, the shares derived from the shares of this issuance subscribed by the issuing object due to the company’s share offering, the conversion of capital reserve into share capital and other matters shall also comply with the above-mentioned share restriction arrangement. The company’s shares obtained by the issuing object due to this non-public offering shall still comply with the relevant provisions of the CSRC and Shanghai Stock Exchange after the expiration of the sales restriction period.
8、 The validity period of this non-public offering resolution is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
9、 The total amount of funds raised from this non-public offering of shares does not exceed 1350 million yuan (including 1350 million yuan). The net amount of funds raised after deducting relevant issuance expenses is intended to be used for the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be used
1. Acquisition of 15% equity of Yajin technology 135000.00 135000.00
Total 135000.00 135000.00
Before the funds raised in this offering are in place, the company will invest in advance with its own funds or self raised funds according to the actual situation of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the funds raised are in place. If the actual net amount of raised funds is less than the above amount of funds to be invested, the insufficient part of the raised funds will be solved by the company with its own funds or self raised funds.
The investment project of the funds raised by the issuance of shares is planned to be implemented through the holding subsidiary Anfu energy, and the specific investment method shall be determined by the company according to the actual situation.
10、 This non-public offering will not lead to changes in the company’s controlling shareholders and actual controllers, nor will it lead to the company’s equity distribution not meeting the listing conditions.
11、 The shares of this non-public offering will apply for listing on the Shanghai Stock Exchange.
12、 According to the notice on further implementing 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 documents issued by the CSRC, this plan has explained the company’s profit distribution policy and profit distribution in the last three years in “section IV company profit distribution policy and implementation”, Draw the attention of investors.
13、 The undistributed profits accumulated before the completion of this issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
14、 The acquisition of 15% equity of Yajin technology by the raised investment project constitutes a major asset reorganization of the listed company. The major asset reorganization is not based on the approval of the CSRC for the non-public offering of shares, but can be implemented separately before the approval of the CSRC for the non-public offering of shares.
According to the guidelines for the application of regulatory rules – listing class No. 1: “if the raised investment project is not subject to the approval or registration of the SFC and is implemented separately before the approval or registration of the SFC, it shall be regarded as a separate act of asset purchase. If the criteria for major asset reorganization are met, it shall be in accordance with Prepare and disclose relevant documents in accordance with the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies. “
The company has prepared and disclosed relevant documents in accordance with the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies, For details, see the report on major asset purchase and related party transactions (Draft) and other relevant documents disclosed by the company on the website of Shanghai Stock Exchange.
15、 After this non-public offering of shares, there is a risk of decline in the company’s earnings per share in the short term. Investors are hereby reminded to pay attention to the risk of diluting shareholders’ immediate return in this non-public offering. Although the company has formulated measures to fill in the return in response to the risk of diluting the immediate return, the measures to fill in the return do not guarantee the company’s future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation.
16、 There is still great uncertainty whether the non-public offering plan can finally be approved by the CSRC and approved by other relevant departments, so investors are reminded to pay attention to relevant risks.
catalogue
The company declares that 2. Tips on major issues 3 catalog 6 interpretation Section 1 Summary of the non-public offering plan eleven
1、 Basic information of the company eleven
2、 Background and purpose of this non-public offering twelve
3、 Issuing object and its relationship with the company fourteen
4、 Summary of the plan for this non-public offering fifteen
5、 Whether this issuance constitutes a connected transaction seventeen
6、 Does this issuance lead to changes in the company’s control 18 VII. Whether the issuance constitutes a major asset reorganization and whether the equity distribution of the company does not meet the listing requirements
Conditions VIII. The issuance plan has been approved by relevant competent authorities and needs to be submitted for approval
Procedure Section II feasibility analysis of the board of directors on the use of the raised funds twenty
1、 The use plan of the raised funds twenty
2、 Basic information of the investment project twenty
3、 Analysis on the necessity of the project invested by the raised funds fifty-nine
4、 Feasibility analysis of the project invested by the raised funds sixty
5、 The impact of this non-public offering on the company’s operation, management and financial situation Section III discussion and analysis of the board of directors on the impact of this issuance on the company 63 I. business and assets, articles of association, shareholder structure and senior management statement of the company after the issuance
Changes in structure and business income structure 63 II. Changes in the company’s financial position, profitability and cash flow after this non-public offering 64 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 sixty-four
4、 After the issuance, the company’s capital occupation and guarantee sixty-five
5、 The impact of this issuance on the company’s liabilities sixty-five
6、 Risk description related to this issuance Section IV profit distribution policy and implementation of the company seventy-six
1、 Profit distribution policy seventy-six
2、 Profit distribution of the company in the last three years eighty
3、 2020-2022 shareholder return plan Section 5 Analysis of diluted immediate return of this non-public offering of shares eighty-five
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators eighty-five
2、 Special risk tips for diluting the immediate return of this non-public offering eighty-eight
3、 The necessity and rationality of the board of directors choosing this financing 88 IV. The relationship between the project invested by the raised funds and the existing business of the company, and the company is engaged in the project invested by the raised funds
Reserves in terms of personnel, technology and market eighty-eight
5、 Filling measures for diluting the immediate return of the company’s non-public offering ninety
6、 Commitments made by relevant subjects ninety-two
7、 Procedures for consideration of filling measures and commitments for diluted immediate return of this offering 93 appendix ninety-four
Appendix I: Main authorized patents obtained by the subject company and its subsidiaries ninety-four
Appendix II: Main registered trademarks owned by the subject company and its subsidiaries one hundred and thirteen
interpretation
In this plan, unless the context specifies, the following words or abbreviations have the following specific meanings:
General NOUN
This issuance and this non-public development refer to the non-public issuance of A-share bank and this non-public issuance of shares in Anhui Andeli Department Store Co.Ltd(603031) 2022
This plan refers to the non-public offering of A-Shares in Anhui Andeli Department Store Co.Ltd(603031) 2022
