Securities code: 688567 securities abbreviation: Farasis Energy (Gan Zhou) Co.Ltd(688567) Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Farasis Energy (Gan Zhou) Co., Ltd.
(north of Jinling West Road and west of Caidie Road, Ganzhou economic and Technological Development Zone, Jiangxi Province) plan for issuing A-Shares to specific objects in 2021 (Revised Draft)
February, 2002
Statement
1. 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.
2. This plan is prepared in accordance with the regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation).
3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. 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 the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan need to be reviewed and approved by Shanghai Stock Exchange and registered by China Securities Regulatory Commission.
Tips on major issues
1. The scheme of issuing A-Shares to specific objects has been deliberated and approved at the 33rd meeting of the first board of directors, the second extraordinary general meeting in 2021 and the 38th meeting of the first board of directors of the company. It can be implemented only after it is reviewed and approved by Shanghai Stock Exchange and approved by the CSRC.
2. The issuing objects of this issuance to specific objects are no more than 35 (including 35) specific objects in accordance with laws and regulations, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors. 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 company is the issuing object, it can only subscribe with its own funds.
After the issuance is approved by Shanghai Stock Exchange and approved and registered by China Securities Regulatory Commission, the final issuing object of this issuance to specific objects will be listed by the board of directors or the person authorized by the board of directors within the scope of authorization of the general meeting of shareholders according to the subscription quotation of this Issuance in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, It shall be determined through negotiation with the lead underwriter in the form of bidding and in accordance with the principle of price priority.
All issuers subscribe for the shares issued this time in RMB cash at the same price.
3. The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The offering price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in accordance with the principle of price priority, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the registration documents of the CSRC are obtained from the application for the issuance to specific objects, But not lower than the above-mentioned issuance reserve price.
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 share price of the company’s shares is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment.
During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the base price of shares issued to specific objects will be adjusted accordingly.
4. The number of shares issued this time shall not exceed 140 million shares (inclusive), and shall not exceed 30% of the total share capital of the company before this issuance. The final number of issuers authorized by the board of directors (the board of directors) shall be determined by the board of directors of the issuer in consultation with the actual situation of the issuer. 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 considering the issue to specific objects to the issue date, or changes in the total share capital of the company due to share repurchase, employee equity incentive plan and other matters, the upper limit of the number of shares issued to specific objects will be adjusted accordingly.
5. After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance. The shares obtained by the issuing object from the shares issued by the listed company to specific objects, and the shares derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
6. The total amount of funds raised in this offering does not exceed 4520 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised is planned to be invested in the following projects:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested with raised funds
1 high performance power lithium battery project 525625.90 392000.00
2. Science and technology reserve fund 60000.00 60000.00
Total 585625.90 452000.00
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be 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.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds.
7. The accumulated undistributed profits before the issuance of shares to specific objects will be shared by the new and old shareholders of the company after the issuance according to the proportion of shares after the issuance.
8. The validity period of the resolution on issuing shares to specific objects is 12 months, calculated from the date of deliberation and adoption by the general meeting of shareholders.
9. The company actively implemented the requirements of 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 (CSRC announcement [2013] No. 43) and other provisions, combined with the actual situation of the company, The plan for shareholders’ dividend return of Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd. in the next three years (2021-2023) has been formulated. For details of profit distribution and cash dividend policy, see “section IV profit distribution policy and implementation” of this plan.
10. For the analysis of the diluted immediate return of the shares issued to specific objects and the specific contents of the measures to fill the return, please refer to “section V the impact of the diluted immediate return of the shares issued to specific objects, the measures to fill the return and relevant commitments”. 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 measures to fill the return does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Investors should pay attention to investment risks.
11. The board of directors specially reminds investors to carefully read the relevant contents of “section III discussion and analysis of the board of directors on the impact of this issuance on the company” of this plan and pay attention to investment risks.
catalogue
Declare that one
Tips on major issues two
catalogue six
interpretation…… nine
1、 General interpretation 9 II. Professional interpretation Section 1 Summary of A-Shares issued to specific objects this time eleven
1、 Basic information of the issuer 11 II. Background and purpose of this offering 12 III. issuing object and its relationship with the company 16 IV. summary of the stock issuance plan to specific objects 16 v. amount and investment direction of raised funds 19 VI. whether this issuance constitutes a connected transaction 20 VII. Whether this issuance leads to changes in the company’s control VIII. Approval procedures for this issuance of shares to specific objects Section II feasibility analysis of the board of directors on the use of the raised funds twenty-two
1、 The investment plan of the raised funds 22 II. Basic information of investment projects with raised funds 22 III. necessity and feasibility of the implementation of the investment project with raised funds 25 IV. the investment of the raised funds belongs to the field of scientific and technological innovation 32 v. impact of this issuance on the company’s operation, management and financial status thirty-four
6、 Conclusion Section III discussion and analysis of the board of directors on the impact of this issuance on the company 36 I. Changes in the company’s business and asset integration plan, articles of association, shareholder structure, senior management structure and business structure after the issuance 36 II. Changes in the company’s financial position, profitability and cash flow after the issuance 37 III. Changes in business relationship, management relationship, horizontal competition and related party transactions between the company and its controlling shareholders, actual controllers and their related parties 38 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates 38 v. whether the company’s debt structure is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost 38 VI. description of risks related to this stock issuance Section IV profit distribution policy and Implementation forty-eight
1、 The company’s current dividend distribution policy 48 II. Dividend distribution of the company in the last three years 51 III. The company’s shareholder dividend return plan for the next three years (2021-2023) Section V the impact of diluting the immediate return by issuing shares to specific objects, filling measures and relevant commitments fifty-six
1、 The impact of diluting the immediate return on the company’s main financial indicators by issuing shares to specific objects 56 II. Risk tips for diluting the immediate return of shares issued to specific objects this time 58 III. necessity and rationality of this issuance to specific objects 59 IV. The relationship between the investment project of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market and so on 59 v. measures taken by the company to dilute the immediate return of this offering Vi. commitment of directors, senior managers, controlling shareholders and actual controllers of the company to take filling measures to dilute the immediate return of the issued shares sixty-two
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: 1. General interpretation Farasis Energy (Gan Zhou) Co.Ltd(688567) / issuer / company / company refers to Farasis Energy (Gan Zhou) Co.Ltd(688567) (Ganzhou) Co., Ltd
Yu Wang and Yu Wang refer to Yu Wang, one of the actual controllers of the company
Keith refers to Keith D. Kepler, one of the actual controllers of the company
Hong Kong Funeng refers to farasis energy (Asia Pacific) Limited, the controlling shareholder of the company
American Funeng refers to farasis energy, Inc., which holds 100% equity of Hong Kong Funeng
Ganzhou fuchuang refers to Ganzhou fuchuang enterprise management partnership (limited partnership)
Ganzhou Bochuang refers to Ganzhou Bochuang enterprise management partnership (limited partnership)
Ganzhou Fuji refers to Ganzhou Fuji enterprise management partnership (limited partnership)
Ganzhou Jingchuang refers to Ganzhou Jingchuang enterprise management partnership (limited partnership)
Funeng Industrial Co., Ltd
