Securities code: 603398 securities abbreviation: mubang high tech Jiangxi mubang High Tech Co., Ltd
Non public offering plan
February, 2002
Company statement
1、 The listed 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、 After the completion of this non-public offering, the listed company shall be responsible for the changes in the operation and income of the listed company; The investors shall be responsible for the investment risks arising from this non-public offering.
3、 This plan is the explanation of the board of directors of the listed company on the non-public offering of shares. Any statement to the contrary is untrue.
4、 Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5、 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. The effectiveness and completion of the matters related to this non-public offering described in this plan have yet to be deliberated and approved by the general meeting of shareholders of the listed company and approved by the CSRC.
hot tip
1. Matters related to this non-public offering have been deliberated and approved at the fifth meeting of the Fourth Board of directors of the listed company on February 15, 2022. This non-public offering still needs to be deliberated and approved by the general meeting of shareholders of the listed company and the CSRC. After being approved by the CSRC, the listed company will apply to the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and the Shanghai stock exchange for stock issuance and listing, and complete all the reporting and approval procedures for this non-public offering.
2. The objects of this non-public offering of the company are no more than 35 specific objects. The actual controllers, controlling shareholders, directors, supervisors, senior managers of the company, shareholders holding more than 5% of the shares of the company and their respective controlled enterprises will not participate in the subscription. The categories of specific objects are: institutional investors such as securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, asset management companies, qualified overseas institutional investors (including the self operated accounts or managed investment product accounts of the above investors) in accordance with the provisions of the CSRC, And other legal persons, natural persons or other legal organizations that comply with the provisions of the CSRC; If a securities investment fund management company subscribes to more than two funds under its management, it shall be regarded as one issuing object. 3. The pricing benchmark date of this offering is the first day of the issuance period of this non-public offering. The price of this non-public offering shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
After obtaining the approval of the general meeting of shareholders of the listed company and the approval document of the CSRC on the non-public offering, the board of directors of the company will determine the final issue price by bidding with the recommendation institution (lead underwriter) in accordance with the relevant provisions of the CSRC in accordance with the authorization of the general meeting of shareholders.
If the company’s shares are subject to ex rights and ex interest behaviors such as dividend distribution, share distribution and conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the price of this non-public offering will be adjusted accordingly. 4. The number of shares in this non-public offering is the total amount of raised funds divided by the issue price, and shall not exceed 30% of the total share capital of the company before this non-public offering, that is, not more than 102.79 million shares (including 102.79 million shares). Within the above scope, after obtaining the deliberation and approval of the general meeting of shareholders of the listed company and the approval of the CSRC on this non-public offering, the board of directors of the company will determine the final issuance quantity with the sponsor (lead underwriter) in accordance with the relevant provisions of the CSRC in accordance with the authorization of the general meeting of shareholders.
If the company’s shares have ex right and ex interest behaviors such as dividend distribution, share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the number of non-public offerings will be adjusted accordingly. 5. The total amount of funds raised in this non-public offering does not exceed 2.415 billion yuan (including issuance expenses). After deducting the issuance expenses, all the funds raised in this offering are intended to be used for the following projects:
Unit: 100 million yuan
No. project name total project investment amount of raised funds
1. Acquisition of 100% equity of haoan energy 11.00 11.00
2 10000 t / a intelligent silicon purification and recycling project 7.15 7.15
3. Supplementary working capital 6.00 6.00
Total 24.15
If the net amount of the raised funds in this non-public offering is less than the total amount of the raised funds to be used by the above-mentioned raised investment projects, the listed company will adjust and finally decide the priority of the raised funds and the specific use arrangements such as the investment amount of each raised investment project according to the actual amount of the raised funds and the priorities of the raised investment projects, The insufficient part of the raised funds shall be solved by the listed company with its own funds or through other financing methods. If the time when the raised funds are in place is inconsistent with the implementation progress of the raised investment project, the listed company will raise additional funds for investment according to the actual needs, and replace them in full after the raised funds are in place.
6. After the completion of this non-public offering, the shares subscribed by this investor shall not be transferred within 6 months from the date of completion of the offering.
7. This non-public offering of A-Shares will not lead to changes in the company’s control and the company’s equity distribution does not meet the listing conditions.
8. After the completion of this non-public offering, the undistributed profits of the company up to the time of this offering will be shared by the new and old shareholders after the completion of this offering.
9. In accordance with the provisions of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the company has further improved the company’s profit distribution policy, The 25th meeting of the third board of directors of the company deliberated and approved the plan for shareholders’ dividend return in Banbao Co.Ltd(603398) the next three years (2021-2023).
10. After this non-public offering, the company’s earnings per share will decline in the short term, and the immediate return of the company’s original shareholders will be diluted. In order to protect the interests of small and medium-sized investors, the company has made a serious analysis on the impact of this non-public offering on the dilution of immediate return, and drafted specific measures to fill in the diluted immediate return, However, the measures to fill the return formulated do not guarantee the company’s future profits. Investors are reminded to pay attention.
For details, please refer to the announcement of Jiangxi mubang High Tech Co., Ltd. on the company’s non-public development bank stock diluted immediate return, filling measures and commitments of relevant subjects.
11、 According to the “questions and answers on relevant regulatory requirements when refinancing raised investment projects meet the standards of major asset reorganization”: “if the raised investment projects are not subject to the approval of the Commission for non-public offering and are implemented separately before the approval of the Commission, they shall be regarded as separate asset purchases. If they meet the standards of major asset reorganization, they shall be in accordance with Prepare and disclose relevant documents in accordance with the provisions of the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset restructuring of listed companies. ” The acquisition of 100% equity of haoan energy, one of the equity investment projects in this offering, is not subject to the approval of the CSRC for this non-public offering, and will be implemented separately before the approval of the CSRC. The company and the relevant intermediaries hired by the company have prepared and disclosed relevant documents in accordance with the provisions of the Standard No. 26.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of this non-public offering of shares 8 I. Basic information of the issuer 8 II. Background and purpose of this non-public offering of shares III. issuing object and its relationship with the company IV. types and par value of this non-public offering of shares 11 v. whether this issuance constitutes a connected transaction 13 VI. whether the issuance has led to changes in the company’s control VII. Procedures for the issuance plan to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds 16 I. use plan of the raised funds 16 II. Feasibility analysis of the investment project with the raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company 31 I. Changes in the business and articles of association of the listed company after the issuance 31 (I) business changes of listed companies after issuance 31 (II) changes in the articles of association of the listed company after the issuance II. Changes in shareholder structure, senior management structure and business income structure of listed companies after the issuance 31 III. Changes in the financial status, profitability and cash flow of listed companies after this issuance 32 IV. changes in business relationship, related party relationship, related party transactions and horizontal competition between the listed company and the enterprises controlled by the controlling shareholders and their related parties after the issuance 32 v. after this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates Vi. the listed company does not provide guarantees for the controlling shareholders and their affiliates 33 VII. Impact of this non-public offering on the company’s liabilities 33 VIII. Description of risks related to this stock issuance thirty-three
Section IV Implementation of the company’s profit distribution policy 38 I. profit distribution policy of the company 38 II. Equity distribution of the company in the last three years 40 III. shareholder dividend return planning in the next three years (2021-2023) Section V diluted immediate return and filling measures of this non-public offering 44 I. impact of this non-public offering on main financial indicators 44 II. Special tips for diluting the risk of immediate income in this non-public offering 46 III. necessity and rationality of the board of directors choosing this financing 46 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 47 v. filling measures for diluting the immediate return of the company’s non-public offering 48 VI. commitment of directors and senior managers of the company to take filling measures for the diluted immediate return of the company’s non-public offering fifty
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: company, the company, listed company, refers to Jiangxi mubang High Tech Co., Ltd., formerly known as Guangdong Banbao Co.Ltd(603398) toy stock mubang high tech and issuer Co., Ltd
Bangling trading refers to Shantou Bangling Trading Co., Ltd., which is the controlling shareholder of Jiangxi mubang High Tech Co., Ltd
Bangling international refers to Bangling International Co., Ltd., which is the shareholder of Jiangxi mubang High Tech Co., Ltd
Haoan energy and target company refer to Inner Mongolia haoan Energy Technology Co., Ltd
Counterparties / performance commitment obligors refer to Zhang Zhongan and Yu Jumei, shareholders of the target company
The subject matter and underlying assets of the transaction refer to 100% equity of haoan energy
Yuanqi Murong refers to Nanchang Yuanqi Murong Technology Center (limited partnership), which is the shareholder of Shantou Bangling Trading Co., Ltd
Chenheng management refers to Nanchang chenheng Enterprise Management Co., Ltd. (limited partnership) and the shareholder of Nanchang Yuanqi Murong Technology Center (limited partnership)
Projects invested with raised funds refer to projects invested with raised funds
The appraisal base date refers to the appraisal base date of the company’s acquisition of haoan energy, i.e. December 31, 2021
Audit base date refers to the audit base date of the company’s acquisition of haoan energy, i.e. December 31, 2021
The equity acquisition framework agreement refers to the equity acquisition framework agreement signed by Jiangxi mubang High Tech Co., Ltd., Inner Mongolia haoan Energy Technology Co., Ltd. and all its shareholders
Performance commitment compensation agreement refers to the performance commitment compensation agreement signed by Jiangxi mubang High Tech Co., Ltd., Zhang Zhongan and Yu Jumei
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
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