Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2022-012 China Greatwall Securities Co.Ltd(002939)
Announcement on the revision of the company’s plan for non-public offering of a shares
The company and all members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as “the company”) deliberated and approved the proposals related to the company’s non-public offering of A-Shares (hereinafter referred to as “the non-public offering”) at the seventh meeting of the second board of directors, the fourth meeting of the second board of supervisors and the first extraordinary general meeting of shareholders in 2021.
On February 18, 2022, the company held the 13th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, deliberated and approved the proposal on Revising the company’s plan for non-public issuance of A-Shares and other proposals, and revised the relevant contents of the company’s plan for non-public issuance of A shares. The main contents involved in the revision of the plan are described as follows:
Description of revision of sections of the plan
Special note 1 Update the review procedures of this offering;
2. Adjust relevant statements according to the revision of the scheme.
Deletion of relevant definitions
3、 The issuing object and its relationship with the company revise the object of this non-public offering
4、 The outline of the non-public offering plan adjusts relevant statements according to the revision of the plan
Section I. V. whether the offering constitutes a related party transaction and revise the object of the non-public offering
Non public offering
Vi. whether the issuance leads to the deadline for updating the data of the company’s control
undergo changes
7、 If the issuance plan has been approved, the review procedures of this issuance shall be updated
Conditions and procedures to be submitted for approval
Section II issuing 1. Basic information of issuing objects and relevant statements shall be adjusted according to the revision of the scheme
Basic information of the object II. In the conditional stock subscription agreement
The content summary adjusts relevant statements according to the revision of the scheme
Section III directors
The meeting updated the total amount of raised funds on the investment plan of the raised funds
Feasibility analysis on the use of fund-raising funds
Section IV directors v. whether the debt structure of the listed company is reasonable, and whether there is a significant increase of negative 1.5% through this issuance Deadline for updating data; 2. Whether the bank affects the company’s debt (including contingent liabilities) According to the discussion and analysis of the recalculation of the reduced total amount of raised funds, the proportion of liabilities is too low and the financial cost is not cost-effective.
Rational situation
Section V VII. Examination and approval of this non-public offering
Review procedures for non-public offering of share insurance to update this offering
Risks associated with tickets
1、 Update of the company’s profit distribution policy and amendment of the articles of Association
Section VI profit
Distribution policy and its II. Update of the company’s profit distribution in the last three years and the implementation of profit distribution in 2020
Implementation IV. the company’s dividend return plan for shareholders in the next three years (2021-2023 to update the dividend return plan reviewed by the general meeting of shareholders)
Section VII non public I. after the completion of this offering, the company’s earnings per share will update the relevant contents of the measurement of diluted immediate return
Issuance of A-share dilution and immediate return II. The relationship between the investment project of the raised funds and the existing business of the risk prompt reported by the company, and the company’s involvement in the raised investment project, updating the total amount of raised funds and filling measures in terms of personnel, technology, market, etc
Preparation
The full text of the company’s plan for non-public development of A-share shares (Revised Draft) was posted on cninfo.com.cn on the same day disclosure.
It is hereby announced.
China Greatwall Securities Co.Ltd(002939) board of directors February 19, 2022
