Securities abbreviation: China Greatwall Securities Co.Ltd(002939) securities code: 002939 China Greatwall Securities Co.Ltd(002939)
Plan for non-public offering of a shares
(Revised Version)
February, 2002
Issuer 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 relevant examination and approval authority.
hot tip
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The company’s matters related to this non-public offering have been deliberated and approved at the seventh meeting of the second board of directors and the first extraordinary general meeting in 2021. The amendments related to this non-public offering have been deliberated and approved at the 13th meeting of the second board of directors. The adjusted non-public offering plan still needs to be 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 stipulated by the CSRC, including Huaneng capital. In addition to Huaneng capital, other issuing objects include: securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal persons, natural persons and other specific subjects. 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.
In addition to Huaneng capital, other specific issuance objects shall be determined by the board of directors or persons authorized by the board of directors within the scope of authorization of the general meeting of shareholders and after obtaining the approval of the CSRC, and shall be negotiated with the sponsor (lead underwriter) according to the bidding results.
In accordance with Article 23 of the detailed rules for the implementation of non-public offering of shares by listed companies, the issuer and the recommendation institution will issue an invitation for subscription to the investors, the top 20 shareholders and other qualified objects, including the investors who have submitted the letter of intent for subscription after the announcement of the resolution of the board of directors, but the controlling shareholders, actual controllers, directors, supervisors Senior managers and their related parties that control or exert significant influence shall not participate in the bidding. All issuers subscribe for the shares issued this time in cash.
If the national laws and regulations have new provisions on the issuing object of non-public issuance of a shares, the company will adjust according to the new provisions. If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
3. The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issue price 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 audited net asset value per share attributable to the shareholders of the parent company at the end of the latest period before the issue (hereinafter referred to as the “issue base price”). If the company has ex right and ex interest matters such as dividend distribution, share distribution, share allotment and 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 the issuance to the issuance date, the above-mentioned net asset value per share will be adjusted accordingly.
The calculation formula of the company’s average stock trading price 20 trading days before the pricing benchmark date is (the following parameters shall use the data officially published by Shenzhen Stock Exchange): the average stock trading price 20 trading days before the pricing benchmark date = the total stock trading volume 20 trading days before the pricing benchmark date / the total stock trading volume 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, allotment of shares and 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.
On the basis of the above-mentioned issuance reserve price, the final issuance price shall be determined by the board of directors or the person authorized by the board of directors within the scope authorized by the general meeting of shareholders and after the issuance is approved by the CSRC, in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, and through negotiation with the sponsor (lead underwriter) according to the bidding results.
Huaneng capital, the controlling shareholder of the company, does not participate in the market bidding process of pricing this offering, but promises to subscribe at the same price as other investors according to the market bidding results. If the issue price cannot be generated through bidding, Huaneng capital agrees to participate in the subscription with the issue reserve price as the subscription price.
4. The amount of funds raised in this issuance does not exceed RMB 8.464 billion (including this amount). After deducting the issuance expenses, it is planned to be used to increase the company’s capital, supplement the company’s working capital and repay debts, so as to support the company’s future business development, improve the company’s market competitiveness and anti risk ability, and promote the realization of the company’s strategic development objectives. The funds raised in this non-public offering will be used in the following aspects:
No. the raised funds are invested in the amount to be invested
1. The investment in capital intermediary business shall not exceed 5 billion yuan
2. The investment in securities investment business shall not exceed 2.5 billion yuan
3. The debt repayment shall not exceed 964 million yuan
Total no more than 8.464 billion yuan
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this issuance are in place, the company can invest with self raised funds first according to the implementation progress and actual situation of the investment projects with raised funds, and replace them after the raised funds arrive. If the actual amount of raised funds is raised, the specific investment projects, priorities and specific investment amount of each project shall be adjusted and finally determined according to the priorities of the project. The insufficient part of raised funds shall be raised by the company itself.
The board of directors or the person authorized by the board of directors shall make corresponding adjustments to the investment projects and use arrangements of the raised funds according to the authorization of the general meeting of shareholders, changes in market conditions and the actual situation of the company.
5. The number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance, that is, no more than 931021605 shares (including this number). Among them, the subscription amount of Huaneng capital this time is no less than 2 billion yuan and no more than 4637565052.53 yuan. Number of shares subscribed = issued subscription amount / final issue price per share, and the mantissa of less than 1 share is rounded off.
If the company’s share capital increase and other matters are adjusted before the issuance date of the company’s share capital and the date of transfer of the company’s share capital due to the change of the total share capital before the issuance date of the resolution of the board of directors.
The final issuance quantity will be determined by the board of directors or the person authorized by the board of directors through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders in accordance with the upper limit of issuance quantity approved by the CSRC.
6. 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, and the guidelines for the examination of administrative licenses of securities companies No. 10 – capital and share increase and equity change of securities companies, and in combination with the actual situation of the company’s controlling shareholders and actual controllers, After the completion of this offering: the shares of this offering subscribed by Huaneng capital shall not be transferred within 60 months from the date of the end of this offering; The shares of this issuance subscribed by the issuing object holding more than 5% (including 5%) of the company’s shares shall not be transferred within 36 months from the date of completion of this issuance; The shares of this issuance subscribed by the issuing object holding less than 5% of the company’s shares shall not be transferred within six months from the date of the end of this issuance. Where there are other provisions in laws and regulations on the restricted sale period of non-public shares and shares held by shareholders of securities companies, such provisions shall prevail. The reduction of the aforesaid shares after the expiration of the restricted sale period shall also comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the articles of association. After the end of this offering, the shares of the company increased due to bonus shares, capital reserve converted into share capital and other reasons subscribed by the issuing object shall also comply with the above-mentioned arrangement of the restricted sale period.
7. After the issuance, Huaneng capital remains the controlling shareholder of the company and Huaneng Group remains the actual controller of the company. This issuance will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the company’s equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits before the completion of this issuance shall be enjoyed by the new and old shareholders after the completion of this issuance according to the shareholding ratio.
9. According to the relevant requirements of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other provisions of the CSRC, the “section VI profit distribution policy and implementation” of this plan has an impact on the company’s current profit distribution policy The dividend distribution of the company in recent three years and the dividend return plan of the company’s shareholders in the next three years are explained, which is brought to the attention of the majority of investors.
10. After the completion of this non-public offering of shares, the company’s earnings per share and other indicators have the risk of decline in the short term, and the immediate return of the company’s original shareholders has the risk of dilution. Investors are hereby reminded to pay attention to the risk that this non-public offering of shares may dilute the immediate return of shareholders. Although the company has formulated filling measures to deal with the risk that the immediate return is diluted, the filling measures 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. Draw the attention of investors.
catalogue
interpretation…… Section 1 Summary of the non-public offering plan 10 I. Basic information of the issuer 10 II. Background and purpose of this non-public offering 10 III. issuing object and its relationship with the company 11 IV. summary of the non-public offering plan 11 v. whether this issuance constitutes a connected transaction 15 VI. whether this issuance leads to changes in the company’s control 15 VII. The approval of this issuance plan and the procedures to be submitted for approval Section 2 basic information of the issuing object 17 I. Basic information of the issuing object 17 II. Summary of the content of the conditional share subscription agreement Section III feasibility analysis of the board of directors on the use of the raised funds 24 I. The investment plan of the raised funds 24 II. Necessity of this non-public offering 24 III. feasibility of this non-public offering Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. Changes in the company’s business, articles of association, shareholder structure, senior management structure and business income structure after the issuance 28 II. Changes in the company’s financial position, profitability and cash flow after the issuance 28 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates after the issuance 29 IV. after the issuance, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates
Form, or the situation where the listed company provides guarantee for the controlling shareholder and its affiliates 29 v. whether the liability structure of the listed company 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 Section 5 risks related to this non-public offering of shares 30 I. The risk of declining business performance caused by macroeconomic and capital market fluctuations thirty
2、 Industry competition risk 30 III. policy and legal risks 30 IV. risks related to business operation 31 v. financial risks 32 VI. information technology risks 32 VII. Approval risk of this non-public offering of shares 32 VIII. Dilution risk of immediate return Section VI profit distribution policy and its implementation 34 I. profit distribution policy of the company 34 II. Profit distribution of the company in the last three years 35 III. use of undistributed profits of the company in the last three years 36 IV. the company’s dividend return plan for shareholders in the next three years (2021-2023) Section 7 risk tips and filling measures for diluting the immediate return of non-public issuance of A-Shares 40 I. Changes in the company’s earnings per share after the completion of this offering 40 II. 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 42 III. risk tips for diluting the immediate return of this non-public offering of shares 44 IV. specific measures to be taken by the company to fill the diluted immediate return 44 v. directors, senior managers, controlling shareholders and actual controllers of the company
