Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Beijing huayuanyitong Thermal Technology Co., Ltd. (room 01, floor 5, building 4, zone 3, No. 186, South Fourth Ring West Road, Fengtai District, Beijing) 2022 non-public offering plan
February, 2002
Company statement
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.
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.
This plan is the explanation of the board of directors of the company on this non-public offering of shares, and 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 this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan have yet to be approved or approved by the general meeting of shareholders and relevant examination and approval authorities.
hot tip
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. The non-public offering of shares has been deliberated and approved at the eighth meeting of the third board of directors held by the company on February 11, 2022. According to the provisions of relevant laws and regulations, the procedures to be performed in this non-public offering include submitting the matters related to this non-public offering to the general meeting of shareholders for deliberation and approval; The state antimonopoly administration issues approval or consent on the concentration of business operators involved in this transaction or issues a decision not to conduct further examination; Have the right to approve the non-public offering by the state-owned assets supervision and administration department; The CSRC approved the non-public offering.
2. The object of this non-public offering is Beijing Energy Group Co., Ltd. (hereinafter referred to as "Beijing Energy Group"). The issuing object subscribed for the non-public offering of A-Shares in cash.
3. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the eighth meeting of the third board of directors of the company, and the issue price is 7.04 yuan / share. The issue price shall not be lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date). The calculation result shall retain two decimal places after the decimal point. In case of a mantissa, it shall be taken upward.
In case of ex right and ex interest matters such as cash dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the price of this non-public offering of shares will be adjusted accordingly.
4. The number of shares in this non-public offering shall not exceed 60840000 shares (including this number), and shall not exceed 30% of the total share capital of the company before this offering. All shares shall be subscribed by Beijing Energy Group Co., Ltd. the final number of shares will be issued after the company obtains the approval document of China Securities Regulatory Commission on this non-public offering, It shall be determined through consultation between the company and the lead underwriter in accordance with the relevant provisions of the CSRC.
If the company has ex rights and ex interests matters such as cash dividend, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, and changes in the total share capital of the company before the issuance due to the implementation of employee equity incentive and other forms of capital restructuring or other reasons, the upper limit of the number of shares issued this time will be adjusted accordingly.
5. The shares subscribed by the issuing object (i.e. Beijing Energy Group Co., Ltd.) confirmed at the stage of the board of directors in this non-public offering shall not be transferred within 36 months from the date of issuance. After the expiration of the lock-in period, the reduction of the company's shares obtained by the object of this non-public offering due to this issuance shall also comply with the company law, the securities law and other laws, regulations, rules, normative documents, the relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of Association.
The shares derived from the shares issued this time subscribed by the issuing object 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.
6. The total amount of funds raised from this non-public offering of shares shall not exceed 428313600 yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
7. The accumulated undistributed profits of the company before the completion of this non-public offering of shares shall be shared by the new and old shareholders after the completion of this offering.
8. In order to clarify the company's reasonable return on investment to shareholders and enhance the transparency and operability of the company's profit distribution decision, In accordance with 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 [2022] No. 3) of the CSRC and other relevant laws and regulations and the provisions of the articles of association, The company formulated the shareholder return plan for the next three years (2022-2024). For details of the company's profit distribution policy, the use of cash dividends and undistributed profits in the last three years and the shareholder return plan for the next three years, please refer to "section VI company's profit distribution policy and implementation" of this plan, which draws the attention of investors.
9. This non-public offering is subordinate to the overall plan of control change to be implemented by the company:
On February 11, 2022, Jingneng Group signed the share transfer agreement and voting right entrustment agreement with Mr. Zhao Yibo. Mr. Zhao Yibo plans to transfer 14196000 shares of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) held by him (accounting for 7% of the current total share capital of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) ) to Jingneng group, Meanwhile, the voting rights corresponding to Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) 43069346 shares (accounting for 21.24% of the current total share capital of Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) ) held by it are entrusted to Jingneng group for exercise. The entrustment period is 18 months from the date of completion of the transfer, but the expiration date of the entrustment period is not earlier than the date of completion of the non-public offering. During the period of voting right entrustment, both parties form a relationship of concerted action. On the date when both parties unanimously agree that the voting right entrustment ends, the relationship of concerted action between both parties will automatically terminate. Jingneng group will subscribe in cash for Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) the number of shares in this non-public offering does not exceed 60840000 shares (including this number) (the actual number of shares in the non-public offering shall be subject to the number approved by the CSRC).
After the implementation of the above-mentioned overall plan for change of control: the proportion of shares directly held by Beijing Energy Group is 28.46%, the proportion of voting shares of listed companies is 44.80%, the controlling shareholder of listed companies is changed to Beijing Energy Group, and the actual controller will be changed to Beijing SASAC.
This non-public offering will not result in the company's equity distribution not meeting the listing conditions.
10. This non-public offering will constitute a connected transaction. 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 (revised in 2020) and the relevant provisions of the articles of association of the company, when the board of directors of the company deliberates the proposal on the company's non-public offering plan in 2022 and other relevant proposals, it shall be voted by non affiliated directors, Independent directors issue prior approval opinions and independent opinions on the proposals related to this transaction; When relevant proposals are submitted to the general meeting of shareholders for deliberation, related shareholders will avoid voting.
11. After the completion of this non-public offering, the proportion of voting shares of listed companies owned by Jingneng group will exceed 30%, resulting in its subscription of shares issued by the company this time triggering the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies. According to Article 63 of the measures for the administration of the acquisition of listed companies, investors may be exempted from making offers "(III) With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from the relevant provisions of "offer", Jingneng group has promised that the shares obtained in this non-public offering will not be transferred within 36 months from the date of completion of this offering, and the offer can be exempted after being approved by the non affiliated shareholders of the general meeting of shareholders of the company. The board of directors of the company has requested the general meeting of shareholders to approve the subscription object from issuing an offer.
12. According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and 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) According to the requirements of relevant documents such as the guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, the company analyzed the impact of the diluted immediate return of this non-public offering on the main financial indicators of the company, and put forward the filling measures to be taken by the company, The relevant entities made a commitment to the effective implementation of the measures to fill the diluted immediate return of the non-public offering of shares. For relevant measures and commitments, please refer to "Section VII diluted immediate return and measures to fill the return of this non-public offering" 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, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor's investment decision. Draw the attention of investors to investment risks.
catalogue
The company declares that 1 special tips 2 catalog 6 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the company nine
2、 Background and purpose of this non-public offering nine
3、 Issuing object and its relationship with the company thirteen
4、 Summary of the non-public offering plan thirteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company's control sixteen
7、 Does this issuance result in the company's equity distribution not meeting the listing conditions seventeen
8、 The approval of this issuance plan and the procedures to be submitted for approval Section 2 basic information of issuing objects eighteen
1、 Basic information eighteen
2、 Ownership structure and control relationship eighteen
3、 Main business and operation in the last three years nineteen
4、 Brief financial data of the last year twenty
5、 Description of Beijing Energy Group and its directors, supervisors and senior managers who have not been punished in the past five years twenty
6、 Horizontal competition and related party transactions after the completion of this offering twenty
7、 Major transactions in the 24 months before the disclosure of this plan twenty-three
8、 Source of funds of the issuing object Section III summary of the conditional share subscription agreement twenty-four
1、 Agreement subject, signing time twenty-four
2、 Subscription price twenty-four
3、 Number of shares subscribed twenty-four
4、 Payment of subscription price twenty-five
5、 Restricted period twenty-five
6、 Establishment and effectiveness of the agreement twenty-five
7、 Liability for breach of contract Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-seven
1、 The use plan of the funds raised in this non-public offering twenty-seven
2、 Analysis on the necessity and feasibility of the use of the raised funds twenty-seven
3、 The impact of this non-public offering on the company's operation, management and financial situation thirty
4、 Conclusion of feasibility analysis on the use of funds raised in this non-public offering Section V discussion and analysis of the board of directors on the impact of this issuance on the company 31 I. impact of this offering on the company's business and assets, articles of association, shareholder structure, senior management structure and business structure
Ring thirty-one
2、 Changes in the company's financial position, profitability and cash flow after the issuance 32 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
Chemical situation 33 IV. after this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or whether the listed company
The company provides guarantee for the controlling shareholder and its affiliates 33 v. whether the company's debt structure is reasonable and whether there is any possibility of substantial increase in liabilities (including contingent liabilities) through this issuance
Whether there is a situation that the debt ratio is too low and the financial cost is unreasonable thirty-four
6、 Description of risks related to this stock issuance Section VI profit distribution policy and implementation of the company thirty-seven
1、 The company's profit distribution policy thirty-seven
2、 Use of cash dividends and undistributed profits of the company in the last three years forty
3、 Shareholder return planning of the company Section 7 dilution of this non-public offering
