Securities code: 000591 securities abbreviation: Cecep Solar Energy Co.Ltd(000591) Cecep Solar Energy Co.Ltd(000591)
CECEP Solar Energy Co.,Ltd.
Non public offering of shares
reserve plan
(Revised Version)
February, 2002
Issuer statement
The company and all members of the board of directors promise that there are no false records, misleading statements or major omissions in the contents of this plan, and they will bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of this plan.
After the completion of this non-public offering, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks arising from this non-public offering.
This plan is the explanation of the company's board of directors on this non-public offering, 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, approval 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 approved or approved by the general meeting of shareholders and relevant examination and approval authorities.
Tips on major issues
1. Matters related to this non-public offering have been deliberated and approved at the third meeting of the 10th board of directors held on September 29, 2021, the third extraordinary general meeting of shareholders held on October 18, 2021 and the ninth meeting of the 10th board of directors held on February 16, 2022. According to the provisions of relevant laws and regulations, this non-public offering can only be implemented after being approved by the CSRC.
2. The issuing objects of this non-public offering are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the energy conservation capital of China energy conservation and its controlled related parties. Among them, the total number of shares to be subscribed by cecep and cecep capital shall not be less than 34.70% of the actual number of shares issued in this non-public offering and 45.00% of the actual number of shares issued in this non-public offering. Among them, the number of shares to be subscribed by cecep shall not be less than 31.27% of the actual number of shares issued in this non-public offering and 40.55% of the actual number of shares issued in this non-public offering, The number of shares to be subscribed by cecep capital shall not be less than 3.43% of the actual number of shares issued in this non-public offering and not more than 4.45% of the actual number of shares issued in this non-public offering; The remaining shares are subscribed by other issuers in cash. The final number of shares subscribed by cecep and cecep capital shall be determined by the supplementary agreement signed between cecep and cecep capital and the company after the issuance price is determined. Cecep and cecep capital will not participate in the market bidding process, but promise to accept the market bidding results and subscribe for the non-public offering of A-Shares at the same price as other specific investors. If the issuance price is not generated through bidding, cecep and cecep capital will continue to participate in the subscription, and the total subscription amount shall not be lower than 34.70% of the upper limit of the issuance amount approved by the CSRC and 45.00% of the upper limit of the issuance amount approved by the CSRC, of which the subscription amount of cecep shall not be lower than 31.27% of the upper limit of the issuance amount approved by the CSRC, It shall not be higher than 40.55% of the maximum number of issues approved by the CSRC, and the subscription amount of cecep capital shall not be lower than 3.43% of the maximum number of issues approved by the CSRC and 4.45% of the maximum number of issues approved by the CSRC.
Except for cecep and cecep capital, other issuing objects include securities investment fund management companies, securities companies, finance companies, insurance institutional investors, trust companies, qualified overseas institutional investors, RMB qualified overseas institutional investors and other qualified investors in accordance with the provisions of the CSRC. 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.
Except for cecep and cecep capital, the other issuing objects of this non-public offering have not been determined. After the non-public offering has been approved by the CSRC, the board of directors and the board of directors will be authorized by the general meeting of shareholders of the company to authorize the chairman of the board of directors to work with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders to determine the specific Issuance object according to the purchase quotation of the issuance object in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents.
All issuers subscribe for the shares of this non-public offering in cash and at the same price.
3. The issuance quantity of this non-public offering will be determined according to the total amount of raised funds divided by the issuance price, and shall not exceed 30% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering. The total number of non-public shares of the company as of the announcement date is 299809, excluding the total number of non-public shares of the company as of the announcement date.
The final issuance quantity of this non-public offering will be subject to the approval of the CSRC. Within the above scope, the board of directors and the board of directors will be authorized by the general meeting of shareholders of the company to delegate the chairman according to the authorization of the general meeting of shareholders of the company, relevant regulations of the CSRC and the actual situation at the time of issuance, It shall be determined through consultation with the sponsor (lead underwriter) of the non-public offering. If the company's shares have ex dividend matters such as cash dividends and dividends from the pricing base date to the issuance date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance quantity of this non-public offering will be adjusted accordingly.
4. The pricing benchmark date of this non-public offering is the first day of the issuance period.
The issuance price of this non-public offering shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the company's latest audited net asset value per share before the issuance (i.e. "issuance base price"). The average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date.
The final issue price of this non-public offering will be determined through consultation with the recommendation institution (lead underwriter) after the company's non-public offering has obtained the approval of the CSRC, according to the subscription quotation of the issuing object and in accordance with the principle of price priority, the general meeting of shareholders of the company will authorize the board of directors and the board of directors to delegate the authorization of the chairman of the board of directors according to the authorization of the general meeting of shareholders. Both cecep and cecep capital are related parties of the company and do not participate in the inquiry process of the non-public offering market, but promise to accept the bidding results of other issuers and subscribe for the shares of the non-public offering at the same price as other issuers.
If the issue price is not generated through bidding, cecep and cecep capital will continue to participate in the subscription according to the issue reserve price.
If the company's shares have ex right and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the balance sheet date of the audited financial report at the end of the latest period before issuance to the issuance date, the above net asset value per share will be adjusted accordingly.
In case of interest matters or ex rights matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance price of this non-public offering will be adjusted accordingly.
5. The shares of this non-public offering subscribed by the controlling shareholder of the company, China energy conservation and its related parties shall not be transferred within 36 months from the date of issuance. The shares of this non-public offering subscribed by other issuing objects shall not be transferred within 6 months from the date of issuance. The shares derived from the shares of the company's non-public offering obtained by the issuing object of this non-public offering due to the company's share offering, share allotment, conversion of capital reserve into share capital and other circumstances shall also comply with the above share locking arrangements. After the end of the restricted sale period, the transfer and transaction of the shares subscribed by the issuing object for this non-public offering shall be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange.
If the CSRC or Shenzhen Stock Exchange has new system rules or requirements for the above sales restriction period arrangement, the above sales restriction period arrangement will be revised and implemented in accordance with the new system rules or requirements of the CSRC or Shenzhen Stock Exchange.
6. The funds raised in this non-public offering shall not exceed 600 million yuan (including this amount). The net amount of the funds raised from this non-public offering after deducting the issuance expenses will be used for the construction of photovoltaic power station project and supplement working capital. The specific conditions are as follows:
Unit: 10000 yuan; Currency: RMB
No. project name total investment of the project to be invested in raised funds
1 cecep Binhai Taiping 300 MW photovoltaic composite power generation project 124004.18 110100.00
2 energy saving Dunhuang 30MW grid connected photovoltaic power generation project 14292.70 9800.00
3 medium energy saving Guixi Liukou 50MW fishing light complementary photovoltaic power station project 20565.54 18700.00
4. Agricultural photovoltaic power station project in Daoping Town, Fuquan City 75172.51 69000.00
5. Yumen 50MW wind 24728.19 22400.00 optical complementary power generation project of cecep Cecep Solar Energy Co.Ltd(000591) (Jiuquan) Power Generation Co., Ltd
6 cecep Chongyang shaping 98mw agricultural photovoltaic complementary power generation project 44884.54 40000.00
Cecep (Jianli) Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
7 200MW fishing light complementary photovoltaic power stations phase II 100MW construction project 44758.13 41700.00 items
8. Jialiang agricultural photovoltaic power station project in Libo County 74545.60 69400.00
9 cecep Yongxin Luxi 100MW Lin Guang complementary photovoltaic power generation project 43627.58 38900.00
10 supplementary working capital 180000.00 180000.00
Total 646578.97 600000.00
In order to ensure the smooth progress of the investment project with raised funds and protect the interests of all shareholders of the company, before the funds raised in this non-public offering are in place, the company will invest in advance with self raised funds according to the actual needs of the project progress, and replace them according to the procedures and time limit specified in relevant laws and regulations after the raised funds are in place.
If the actual net amount of funds raised in this non-public offering is lower than the above amount of funds to be invested, the insufficient part shall be solved by the company's self raised funds. On the premise of not changing the project invested by raising funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project.
7. According to the guidance on matters related to diluting the immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, the company has analyzed whether the non-public offering dilutes the immediate return. See "Section VII other disclosures" of this plan for relevant information. However, the developed measures to fill the return do not guarantee the company's future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation and will draw the attention of investors.
8. This non-public offering will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the company's equity structure not meeting the listing conditions.
9. In order to take into account the interests of new and old shareholders, the accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders after the non-public offering according to the proportion of shares after the offering.
According to the relevant provisions 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), the company held the third meeting of the 10th board of directors on September 29, 2021 The third extraordinary general meeting of shareholders of the company in 2021 held on October 18, 2021 considered and approved the proposal on the planning of shareholders' dividend return in Cecep Solar Energy Co.Ltd(000591) the next three years (2021-2023).
This plan has explained the company's profit distribution policy, especially the formulation and implementation of cash dividend policy, the amount and proportion of cash dividend in recent three years, the use arrangement of undistributed profits and the plan of dividend return of shareholders in "section VI profit distribution policy and implementation of the company", and investors are invited to pay attention to it.
catalogue
interpretation...... Section 1 Summary of this non-public offering plan ten
1、 Basic information of the issuer ten
2、 Background and purpose of this non-public offering ten
3、 Issuing object and its relationship with the company twelve
4、 Summary of the non-public offering plan thirteen
5、 Whether this non-public offering constitutes
