Stock abbreviation: Tong Petrotech Corp(300164) Stock Code: 300164 Tong Petrotech Corp(300164)
(No. 1307, 13 / F, block a, No. 51, Tangyan Road, hi tech Zone, Xi'an)
In 2021, the gem issued stock prospectus to specific objects through simple procedures
(Registration draft)
Sponsor (lead underwriter)
January, 2002
catalogue
catalogue 1 the issuer declares that 3. Tips on major issues 4 interpretation Section 1 basic information of the issuer nine
1、 Issuer profile nine
2、 Ownership structure, controlling shareholders and actual controllers ten
3、 Main characteristics of the industry and industry competition thirteen
4、 The main contents of the company's business model, products or services thirty-one
5、 Existing business development arrangements and future development strategies 58 section 2 summary of this securities offering sixty
1、 Background and purpose of this offering sixty
2、 Issuing object and relationship with the issuer sixty-two
3、 The price or pricing method of securities issued, the number of securities issued, and the sales restriction period sixty-three
4、 The raised funds are invested in sixty-five
5、 Whether this issuance constitutes a connected transaction sixty-six
6、 Whether this issuance will lead to changes in the company's control sixty-six
7、 The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval sixty-six
8、 Description that the issuer meets the conditions for issuing shares to specific objects through summary procedures sixty-seven
9、 Financial investment Section III feasibility analysis of the board of directors on the use of the raised funds ninety
1、 Use plan of raised funds ninety
2、 The basic information of the project invested by the raised funds III. The relationship between the investment project of the raised funds and the existing business of the company, the personnel and market of the company engaged in the investment project of raised funds, etc
Reserves in ninety-six
4、 The impact of this issuance on the operation, management and financial status of the company ninety-eight
5、 Feasibility conclusion of the project invested by the raised funds in this issuance ninety-eight
6、 Use of raised funds in the last five years Section IV discussion and analysis of the board of directors on the impact of this issuance on the company one hundred and twelve
1、 After the completion of this offering, the change or integration plan of the business and assets of the listed company one hundred and twelve
2、 Changes in the company's financial position, profitability and cash flow after the issuance III. business relationship, management relationship, horizontal competition and related party transactions between the listed company and the controlling shareholders and their related parties
And other changes IV. after this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates, or
The company provides guarantee for the controlling shareholder and its affiliates 115 v. whether the debt structure of the listed company is reasonable and whether there is a significant increase in liabilities (including contingent liabilities) through this issuance
Is there a situation that the debt ratio is too low and the financial cost is unreasonable 115 Section V risk factors related to this offering one hundred and sixteen
1、 Factors that may have a significant adverse impact on the company's core competitiveness, business stability and future development one hundred and sixteen
2、 Factors that may lead to the failure of this offering or insufficient funds raised one hundred and seventeen
3、 Factors that may have a significant adverse impact on the implementation process or implementation effect of this raised investment project one hundred and eighteen
4、 Other risks one hundred and eighteen
5、 Other important matters 118 section VI profit distribution policy and implementation of the company one hundred and twenty-one
1、 The company's profit distribution policy one hundred and twenty-one
2、 Use of cash dividends and undistributed profits of the company in the last three years one hundred and twenty-three
3、 The company's shareholder dividend return plan for the next three years 124 Section VII statements related to this offering one hundred and twenty-eight
1、 The issuer and all directors, supervisors and senior managers declare that one hundred and twenty-eight
2、 Statement of the controlling shareholder and actual controller of the issuer one hundred and thirty
3、 The sponsor declares that one hundred and thirty-one
4、 The issuer's lawyer declares that one hundred and thirty-three
5、 The accounting firm declares that one hundred and thirty-four
6、 The board of directors of the issuer declares that one hundred and thirty-five
Issuer statement
All directors, supervisors and senior managers of the company promise that there are no false records, misleading statements or major omissions in the prospectus, and guarantee the authenticity, accuracy and completeness of the information disclosed.
This prospectus is prepared in accordance with the measures for the administration of the registration of securities issuance by companies listed on the gem (for Trial Implementation), the standards for the contents and forms of information disclosure by companies publicly issuing securities No. 36 - prospectus and issuance report of shares issued by companies listed on the gem to specific objects, and other requirements.
According to the provisions of the securities law, after the securities are issued according to law, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes.
This prospectus is the statement 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.
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. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this Prospectus have yet to be approved or approved by the relevant examination and approval authorities.
Tips on major issues
Investors shall pay special attention to the following major matters when evaluating the company's issuance to specific objects, and carefully read the chapter on risk factors in this prospectus.
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this prospectus.
1. The matters related to the issuance of shares to specific objects on the gem through simple procedures have been deliberated and approved by the 2020 annual general meeting of shareholders of the company, Tong Petrotech Corp(300164) the 2020 annual general meeting of shareholders has authorized the board of directors to decide to issue shares with a total financing of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year to specific objects through simple procedures, According to the approval and authorization of the company's 2020 annual general meeting of shareholders, matters related to this issuance have been deliberated and approved at the 18th meeting of the seventh board of directors and the 20th meeting of the seventh board of directors.
2. The objects of this offering are Jiang Li, Huang Sanmei, Wen Xing, Binhai Tiandi (Tianjin) Investment Management Co., Ltd. - Binhai Chang'an No. 1 private securities investment fund, Beijing yanheng Investment Management Co., Ltd. - yanheng yunqi No. 1 private securities investment fund, CAITONG Fund Management Co., Ltd. and Nord Fund Management Co., Ltd. All investors subscribe for the shares issued by the company in cash.
3. According to the bidding results of this issuance, the number of shares to be issued is 31413600, which does not exceed the upper limit specified in the resolution of the issuer's 2020 annual general meeting; As of the issuance date of this prospectus, the total share capital of the company is 512847789 shares. Based on this calculation, the number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance.
If the company's shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC.
4. The total amount of funds to be raised in this offering is 120 million yuan, no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year; The net amount of raised funds after deducting relevant issuance expenses will be used for the following items:
Unit: 10000 yuan
Project name total investment amount of the project the proposed investment amount of the raised funds
Shale gas perforation technical service upgrading project 8500.00 8500.00
Supplementary working capital 3500.00 3500.00
Total 12000.00 12000.00
5. According to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issuance price, issuance object and the number of allocated shares in the subscription invitation, the issuance price is determined to be 3.82 yuan / share.
The pricing benchmark date of this issuance is the first day of the issuance period of the company's shares (i.e. December 21, 2021), The issuing price shall not be less than 80% of the average trading price of the company's shares on the 20 trading days before the pricing benchmark date (the average trading price of the company's shares on the 20 trading days before the pricing benchmark date = the total trading volume of the shares on the 20 trading days before the pricing benchmark date / the total trading volume of the shares on the 20 trading days before the pricing benchmark date).
During the period from the pricing benchmark date to the issue date, if the company implements ex rights and ex interests matters such as cash dividend, share distribution and conversion of capital reserve into share capital, the issue price will be adjusted accordingly in accordance with the relevant provisions of Shenzhen Stock Exchange.
6. The shares issued to specific objects through summary procedures shall not be transferred, sold or disposed of in any other way within 6 months from the date of the end of this issuance. After the end of this offering, the company's shares increased due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
7. The company has always attached importance to the continuous return to investors. The accumulated profit distributed in cash in the last three years is no less than 30% of the average annual distributable profit realized in the last three years. In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other provisions, this prospectus discloses the profit distribution policy, especially the formulation and implementation of the cash dividend policy, the amount and proportion of cash dividends in the last three years For details of the company's shareholder return plan for the next three years (2021-2023), see "section VI profit distribution policy and implementation of the company" in this prospectus.
8. After the issuance, the undistributed profits accumulated before the issuance will be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
9. 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant documents, the company issued shares for the first time The listed company shall promise and fulfill the specific measures to fill the return in case of refinancing, merger and reorganization, dilution of immediate return, etc. The company has carefully analyzed the impact of this offering on the dilution of immediate return and promised to take corresponding filling measures. For details, please refer to "VI. statement of the board of directors of the issuer" in "Section VII statement related to this offering" of this prospectus.
10. This offering will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company's equity distribution not meeting the listing conditions.
11. The company specially reminds investors to pay full attention to the following major issues, In particular, investors are reminded to carefully read the relevant contents of "I. factors that may have a significant adverse impact on the company's core competitiveness, operational stability and future development" (IX) the risk of diluting the immediate return of the issued shares "in" section V risk factors related to the issuance "of this prospectus, and pay attention to the investment risk.
interpretation
In this prospectus, unless otherwise specified, the following words have the following meanings:
General interpretation
Company, issuer, listed company, refers to Tong Petrotech Corp(300164) Tong Petrotech Corp(300164)
This prospectus and prospectus refer to the prospectus (Registration draft) of the Federal Reserve Securities Co., Ltd. on the issuance of shares to specific objects on the gem in Tong Petrotech Corp(300164) 2021 through simple procedures
This issuance and this issuance to specific counterparties refer to Tong Petrotech Corp(300164) the issuance of shares to specific objects
Like issuing shares
The pricing benchmark date refers to the first day of the issuance period of the shares issued to specific objects
Daqing Yongchen refers to Daqing Yongchen Petroleum Technology Co., Ltd
