Securities code: 000970 securities abbreviation: Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) Announcement No.: 2022-002 Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970)
Allotment announcement
Sponsor (lead underwriter): Sinolink Securities Co.Ltd(600109)
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important tips
1. The share allotment plan 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) “, “issuer” or “company”) was approved by the first extraordinary meeting in 2020 of the eighth board of directors held on July 6, 2020, the first extraordinary meeting in 2021 of the eighth board of directors 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. The application for share allotment has been examined and approved by the 101st meeting of the issuance and Examination Committee of the 18th session of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in 2021, and has been approved by the CSRC’s zjxk [2021] No. 3203 document.
2. This allotment is based on 1065200000 shares of the company’s total share capital after the closing of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on February 15, 2022 (r date), and is allotted to all shareholders at the proportion of 1.5 shares per 10 shares. The total number of shares available for allotment is 159780000. This allotment of shares adopts the online pricing issuance method for all shareholders of non tradable conditional shares, which is organized and implemented by Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor (lead underwriter)”) as the sponsor (lead underwriter) through the trading system of Shenzhen Stock Exchange.
3. The company is the subject company of the interconnection between the mainland and Hong Kong stock markets and needs to arrange the allotment of shares to Hong Kong investors through the transaction interconnection mechanism between the mainland and Hong Kong stock markets. There may be differences in the treatment of fractional shares between the mainland and Hong Kong. Investors are reminded to pay attention. If the allotment shares are less than 1 share, it shall be handled in accordance with the relevant provisions of the business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (revised in May 2021) (hereinafter referred to as the “business guide for securities issuers of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch”). If less than 1 share is generated in the process of allotment, it shall be sorted according to the number, The small amount of circular carry is given to the large number of shareholders to achieve the minimum bookkeeping unit of 1 share; If Hong Kong investors hold shares of the issuer and participate in this allotment through the interconnection between the mainland and Hong Kong, the Hong Kong Exchanges and Clearing Co., Ltd. will adjust the amount of these fractional shares to integer units in accordance with the relevant rules of the central clearing system for the portion of the allotment shares less than 1 share.
4. The allotment price is 4.50 yuan / share, the allotment code is “080970”, and the allotment is referred to as “Sanhuan A1 allotment”.
5. The allotment was made to all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch”) after the closing of Shenzhen Stock Exchange on February 15, 2022 (r day).
The total amount of shares that can be purchased by the underwriter (the underwriter) shall be determined according to the share allotment price of the company’s holding company and the amount of shares that can be purchased by the underwriter (the underwriter) on the third registration day in accordance with the cash allotment commitment of the company’s holding company.
6. The results of this offering will be published on China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com on February 24, 2022 (R + 7)（ http://www.cn.info.com.cn./ ）Make an announcement on the Internet.
7. If this allotment fails, according to the regulations of the shareholder’s stock custody business department, if there is interest on frozen funds, it will be returned to the subscribed shareholders after deducting the interest income tax (if any) according to the amount of allotment payment plus the current deposit interest (if any) of the bank in the same period.
8. According to the relevant regulations of Shenzhen Stock Exchange, the trading of Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) shares will be stopped during the period of share allotment payment and online clearing, i.e. from February 16, 2022 (R + 1) to February 23, 2022 (R + 6).
9. This issuance announcement only explains the matters related to the issuer’s share allotment to all A-share shareholders, and does not constitute any investment suggestions for this share allotment. Before making the decision of subscription and allotment, shareholders should carefully read the information published on cninfo.com on February 11, 2022 (R-2)（ http://www.cn.info.com.cn./ ）The full text of Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) share allotment instructions and other relevant materials.
For other matters related to this offering, the issuer and the sponsor (lead underwriter) will make timely announcements on the above media as necessary. Please pay attention to them.
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this announcement:
Issuer / Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) / company means Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970)
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Clearing Shenzhen Branch / registration company refers to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch Sinolink Securities Co.Ltd(600109) / sponsor (lead underwriter) refers to Sinolink Securities Co.Ltd(600109)
This issuance / allotment refers to the issuer’s allotment of shares to all shareholders in the proportion of 10:1.5 in accordance with the Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) allotment instructions
RMB common stock index refers to the shares whose face value is indicated in RMB and are only used by qualified investors for trading in RMB
Equity registration date (r date) refers to February 15, 2022
All A-share shareholders refer to all shareholders registered in China Clearing Shenzhen Branch after the closing of Shenzhen Stock Exchange on the equity registration date
The controlling shareholder refers to Beijing Sanhuan Holding Co., Ltd
The object of share allotment refers to the Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) shareholders who are qualified for share allotment and participate in share allotment subscription
Yuan means RMB yuan
Day refers to working day / normal trading day (excluding legal holidays)
1、 Basic information of this allotment
(I) type of shares issued by Allotment: RMB ordinary shares (A shares).
(II) par value per share: 1.00 yuan.
(III) allotment proportion and quantity
This allotment is based on 1065200000 shares of the company’s total share capital after the closing of Shenzhen Stock Exchange on February 15, 2022 (r day), and is allotted to all shareholders at the proportion of 1.5 shares per 10 shares, with a total of 159780000 shares available. Before the implementation of this share allotment, if the total share capital of the company changes due to the company’s share offering, capital reserve conversion to share capital, convertible bonds to shares and other reasons, the number of shares allotted shall be adjusted accordingly according to the total share capital after the change. Up to now, the total share capital of Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) is still 1065200000 shares, and the number of allotments has not changed.
The issuer is the subject company of the interconnection between the mainland and Hong Kong stock markets and needs to arrange the allotment of shares to Hong Kong investors through the transaction interconnection mechanism between the mainland and Hong Kong stock markets. There may be differences in the treatment of fractional shares between the mainland and Hong Kong. Investors are reminded to pay attention. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of the business guide for securities issuers of CSDCC Shenzhen Branch. The fragmented allotment warrants generated in the process of allotment shall be sorted according to the number, and the small ones shall be carried forward circularly to a large number of shareholders to achieve the minimum bookkeeping unit of 1 share; If Hong Kong investors hold shares of the issuer and participate in this allotment through the interconnection between the mainland and Hong Kong, the Hong Kong Exchanges and Clearing Co., Ltd. will adjust the amount of these fractional shares to integer units in accordance with the relevant rules of the central clearing system for the portion of the allotment shares less than 1 share.
(IV) commitment of the controlling shareholder to subscribe for this allotment
Beijing Sanhuan Holding Co., Ltd., the controlling shareholder of the company, promises to fully subscribe all its allocated shares in cash, and the source of subscription funds is legal and compliant.
(V) purpose of raised funds
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
1 Ningbo keningda base Ningbo keningda Industry Co., Ltd. high performance dilute 9492.10 9492.10
No. specific name of construction project project total amount of funds raised by project investment proposed investment amount
New construction and technical transformation project: expansion and transformation project of indigenous permanent magnet materials
Production expansion and transformation project of high performance rare earth permanent magnet materials of Ningbo keningda Hefeng new materials Co., Ltd
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.
(VI) allotment price
The allotment price is 4.50 yuan / share, the allotment code is “080970”, and the allotment is referred to as “Sanhuan A1 allotment”.
(VII) amount of raised funds
The total amount of funds raised in this allotment shall not exceed RMB 720 million.
(VIII) issuing object
As of February 15, 2022 (r day), all shareholders of Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) registered in China Clearing Shenzhen Branch after the closing of Shenzhen Stock Exchange.
(IX) issuance method
In this allotment, all shareholders of non tradable conditional shares adopt online pricing issuance, which is carried out through the trading system of Shenzhen Stock Exchange.
Investors shall comply with the regulatory requirements of the industry and reasonably determine the purchase amount, which shall not exceed the corresponding asset scale or capital scale. If the sponsor (lead underwriter) finds that the investor fails to comply with the industrial regulatory requirements and applies for purchase beyond the corresponding asset scale or capital scale, the sponsor (lead underwriter) has the right to determine that the investor’s subscription is invalid. Investors shall express their purchase intention independently and shall not fully entrust securities companies to purchase on their behalf. (x) underwriting method: consignment.
（11） Main date of this allotment and suspension arrangement
Trading day date allotment arrangement suspension
