Stock abbreviation: Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) Stock Code: 000970 Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970)
Beijing Zhong Ke San Huan High-Tech Co.,Ltd.
(registered address: 27F, building a 1, No. 66, Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing) allotment instructions
Sponsor (lead underwriter)
(No. 95, dongchenggenshang street, Qingyang District, Chengdu)
years
Statement
All directors, supervisors and senior managers of the company promise that there are no false, misleading statements or major omissions in this prospectus and its abstract, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the statement of allotment and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
The company specially reminds investors to pay full attention to the following major matters and carefully read the chapter on risk factors in this allotment manual.
1、 The issuance was approved by the first extraordinary meeting of the eighth board of directors in 2020 held on July 6, 2020, the first extraordinary meeting of the eighth board of directors in 2021 held on April 6, 2021 The third extraordinary meeting of the eighth board of directors in 2021 held on July 14, 2021 and the first extraordinary general meeting of shareholders in 2021 held on May 24, 2021 were deliberated and adopted.
2、 The number of shares in this allotment is determined based on the total number of A-Shares after the closing of the market on the A-share registration date of the implementation of this allotment scheme, and is allotted to all shareholders at the proportion of 1.5 shares per 10 shares. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Based on the total share capital of 1065200000 shares as of June 30, 2021, the number of shares allotted this time is 159780000 shares. Before the implementation of this allotment, if the total share capital of the company changes due to the company's share distribution, conversion of capital reserve into share capital and other reasons, the number of shares will be adjusted accordingly according to the total share capital after the change.
In this allotment, if an existing shareholder of the company waives all or part of his subscription right to the allotment, the rights and interests of such shareholders in the company may be diluted accordingly. In addition, according to the deliberation of the first extraordinary meeting of the eighth board of directors in 2020 held on July 6, 2020 and the first extraordinary general meeting of shareholders in 2021 held on May 24, 2021, the accumulated undistributed profits of the company before the allotment shall be enjoyed by all shareholders after the allotment according to their shareholding ratio. Therefore, the share of the company's accumulated undistributed profits held by the existing shareholders who give up all or part of their rights to subscribe for the allotment may also decrease accordingly.
3、 Beijing Sanhuan Holding Co., Ltd., the controlling shareholder of the company, has promised to fully subscribe for all its shares that can be placed in cash. On July 7, 2020, Sanhuan holdings, the controlling shareholder of the issuer, issued the letter of commitment on full subscription of Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) allotment shares, promising that "as the controlling shareholder of Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) (hereinafter referred to as" Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) "), the company promises to pay the allotment price and proportion determined through consultation with the lead underwriter according to the number of shares held after the closing of the market on the registration date of this allotment, Fully subscribe for the Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) placeable shares determined according to the share allotment plan in cash, and ensure that the source of funds used to subscribe for the shares is legal and compliant. Sanhuan holding's commitment to fully subscribe for the number of shares available for allotment in cash and the time of the issuer's public announcement are earlier than the time when the issuer's general meeting of shareholders deliberates the proposal related to the allotment, which is in line with the provisions of Article 12 of the measures for the administration of securities issuance of listed companies that "the controlling shareholders shall publicly promise the number of shares to be allotted before the general meeting of shareholders".
4、 This allotment is issued by means of consignment as stipulated in the securities law of the people's Republic of China and the measures for the administration of securities issuance of listed companies. If the number of shares subscribed by the original shareholders fails to reach 70% of the placeable amount at the expiration of the consignment period, the issuance of the allotment fails, and the company will return the subscription money to the subscribed shareholders according to the issuance price plus the bank deposit interest in the same period.
5、 The total amount of funds raised in this allotment is expected to be no more than RMB 720 million. After deducting the issuance expenses, it is proposed to be used for the following projects:
Unit: 10000 yuan
No. specific name of construction project project total amount of funds raised by project investment proposed investment amount
Expansion and reconstruction project of high performance rare earth permanent magnet materials of Ningbo keningda Industry Co., Ltd
Ningbo keningda Hefeng New Material Co., Ltd. high performance rare earth permanent magnet material expansion and transformation project of Ningbo keningda base
1 new construction and technical transformation project 7365.58 magnetic material machining project of Ningbo keningda Xinfeng Precision Manufacturing Co., Ltd
Ningbo Kening darifeng magnetic material Co., Ltd. magnetic 14213.00 14213.00 material electroplating Park Project
Subtotal 39000.00 39000.00
2 Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) ganzhouji 5000t / a high-performance sintered NdFeB magnet 50000.00 33000.00 new construction project (phase I)
-Total 89000.00 72000.00
If the actual raised funds after deducting the issuance expenses are less than the planned investment amount of the raised funds of the above projects, the company will adjust and finally decide the priority of the raised funds and the specific investment amount for various purposes according to the actual net amount of the raised funds and the priorities of the projects, The insufficient part of the raised funds shall be solved by the company with self raised funds.
In order to meet the needs of the project, before the funds raised in this allotment and issuance are in place, the company can invest in advance with self raised funds according to the actual situation of the progress of the project invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
6、 The accumulated undistributed profits of the company before the implementation of this allotment shall be enjoyed by all shareholders of the company after the completion of this allotment according to their shareholding ratio.
7、 The specific contents of the company's dividend distribution policy are detailed in "XII. Profit distribution policy" of "section IV basic information of the issuer" in this prospectus.
8、 The first extraordinary meeting of the eighth board of directors in 2020 and the first extraordinary general meeting of shareholders in 2021 deliberated and approved the proposal on shareholder return planning for the next three years (2020-2022). For details, see "XII. Profit distribution policy" in "section IV basic information of the issuer" in this allotment manual. 9、 The company invites investors to carefully read all the contents of "section III Risk Factors" in this allotment manual, and specially reminds investors to pay attention to the following investment risks:
(I) downstream market demand fluctuation risk
The downstream of NdFeB permanent magnet material industry is traditional application fields such as Automotive EPS, energy-saving household appliances, consumer electronics and industrial motors, as well as emerging application fields such as new energy vehicles, rail transit and Siasun Robot&Automation Co.Ltd(300024) . While the NdFeB Market in traditional fields is steadily improving, the market space in emerging fields continues to expand, and the new energy vehicle industry is more likely to become the explosive point of demand growth in downstream markets in the future.
The future development of the company and its industry depends on the market demand of the downstream industry. Therefore, the issuer's products are greatly affected by the operation of the national economy and the policies of the downstream industry. In recent years, the overall macroeconomic growth has slowed down; If the economic growth rate further slows down or even stagnates or declines in the future, it will affect the operation and future development of the issuer's products and downstream application industries, which may have an adverse impact on the issuer's sustainable operation ability.
(II) price fluctuation risk of raw materials
The main raw materials of the company are rare earth metals. Rare earth metals have important applications in traditional fields such as metallurgy, petrochemical and textile and high-tech fields such as magnetic materials, luminous materials and hydrogen storage materials. At present, China's rare earth supply accounts for more than 90% of the world, and China's rare earth prices are greatly affected by the international economic situation. In recent years, rare earth resources, as an important national resource, have been gradually promoted by the national policy. Although the company and customers will make pricing according to the cost plus principle with reference to the price fluctuation of raw materials, so as to transfer part of the risk of price fluctuation of raw materials to the downstream, if the rare earth price changes frequently and sharply in the future due to the influence of economic situation and relevant industrial policies and expectations, or the method agreed by the company and customers is mainly price locking contract, It may have a certain impact on the company's profits in a certain period of time.
(III) exchange rate fluctuation risk
During the reporting period, the company's export revenue accounted for about 50% of the issuer's operating revenue. On the one hand, the fluctuation of foreign exchange rate may bring exchange losses to the company, on the other hand, it may increase the international price of the company's export products, thus affecting the competitiveness of the company's products in the international market. In addition, the issuer's overseas income is mainly settled in US dollars. The appreciation of RMB against US dollars will reduce the company's operating income settled in US dollars into RMB income and affect the performance of the company's gross profit margin. Therefore, the fluctuation of RMB exchange rate will still have a certain impact on the company's business.
(IV) risk of decline in operating performance
In 2018, 2019, 2020 and January June 2021, the company's operating revenue was 4164.5414 million yuan, 4034.5116 million yuan, 4652.1082 million yuan and 2792.9669 million yuan respectively, and the net profits attributable to shareholders of listed companies were 248.2879 million yuan, 201.0058 million yuan, 129.3221 million yuan and 115.4256 million yuan respectively. During the reporting period, the downstream demand of the company's products was relatively stable and the market competition was fierce. In 2020, the company's performance declined significantly due to the fluctuations of raw material prices and exchange rates and covid-19 epidemic.
The company is a leading enterprise in China's rare earth permanent magnet industry and one of the world's largest manufacturers of Nd-Fe-B permanent magnets. It has a high industry position in both the world and China. With the intensification of market competition and other factors, the company's leading edge and bargaining power in the industry will be affected. If the company cannot continuously improve its technological innovation ability and maintain a certain leading edge, the company faces the risk that its business performance will not maintain rapid growth or even decline in the future.
(V) risk of capacity digestion of projects invested with raised funds
The fund-raising investment project is a decision made by the company to comply with the development of the downstream market demand of the industry and in combination with the actual operation and development of the company. After the project is completed, the production capacity of the company's main products will be greatly increased. Although the project initiation process of the fund-raising investment project has been repeatedly demonstrated and has strong operability, the implementation of the fund-raising investment project is closely related to macro environmental policies, market competition environment, downstream demand changes, the company's own management ability, etc. Therefore, it is not ruled out that the project is delayed or unable to be implemented due to major changes in the market environment, unforeseen factors in the process of project implementation, and the risk that the production capacity cannot be digested due to changes in market demand, intensified competition or adverse market expansion after the project is completed, resulting in the failure of the investment project to produce the expected income, Risks that have an adverse impact on the company's operating performance.
10、 Risk tips on diluted immediate return of this allotment issue
(I) special risk tips for diluted immediate return of this allotment issue
After the raised funds are in place, the net assets and total share capital of the company will increase significantly. As it takes some time for the raised funds to generate benefits, the realization of the company's profits and shareholder returns still mainly depend on the company's existing business. The benefits of the investment projects with raised funds in the year of issuance fail to show, and the weighted average return on net assets and earnings per share may decline after the implementation of the share allotment. The company hereby reminds investors to pay attention to the risk that this share allotment may dilute the immediate shareholder return.
(II) in order to protect the interests of investors, the company will take various measures to ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of return in the future. The main measures to be taken by the company are as follows:
1. Improve corporate governance and provide institutional guarantee for the development of the company
The company strictly abides by the company law of the people's Republic of China
