Securities code: 300681 securities abbreviation: Zhuhai Enpower Electric Co.Ltd(300681) Zhuhai Enpower Electric Co.Ltd(300681)
(Building 1, No. 6, Keji 6th Road, Tangjiawan Town, high tech Zone, Zhuhai)
Prospectus for issuing A-share shares to specific objects and listing on GEM
(Revised Version)
Sponsor (lead underwriter)
(address: No. 6666, ecological street, Changchun)
February, 2002
Statement
This prospectus is prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 36 - prospectus and report on the issuance of securities by companies listed on GEM to specific objects (revised in 2020) and the standards for the contents and forms of information disclosure by companies offering securities to the public No. 37 - application documents for securities issuance by companies listed on GEM (revised in 2020) and other requirements.
The company and all directors, supervisors and senior managers promise that the contents of this prospectus are true, accurate and complete, without false records, misleading statements or major omissions, fulfill their commitments in good faith and bear corresponding legal liabilities.
The person in charge of accounting and the person in charge of accounting of the company.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that they have made a substantive judgment or guarantee on the value of the securities issued by the company or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the company shall be responsible for the changes in the company's operation and income, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the "interpretation" of this prospectus.
1. The issues related to the issuance of shares to specific objects have been deliberated and adopted at the third meeting of the third board of directors held on November 4, 2021 and at the second extraordinary general meeting of shareholders held on November 22, 2021, Matters related to the issuance of A-Shares to specific objects this time can only be implemented after the approval of Shenzhen Stock Exchange and the approval of China Securities Regulatory Commission for registration.
2. There are no more than 35 issuing objects (including this number) who issue shares to specific objects, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations. 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 and investment company is the issuing object, it can only subscribe with its own funds.
After the company passes the review of Shenzhen Stock Exchange and obtains the approval of the CSRC for registration, the final issuance object will be determined by the board of directors through consultation with the sponsor (lead underwriter) of the issuance according to the inquiry in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. If the national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions. All the issuing objects of this offering subscribe for the shares issued to specific objects in cash. 3. The pricing benchmark date of this issuance is the first day of the issuance period. The issuing price of the shares to be issued to specific objects this time shall not be lower than the issuing base price, that is, not lower than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the first day of the issuance period = total stock trading volume in the 20 trading days before the first day of the issuance period / total stock trading volume in the 20 trading days before the first day of the issuance period. If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this issuance to specific objects will be adjusted accordingly. The final issue price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the authorization of the general meeting of shareholders and the relevant regulations of the CSRC and Shenzhen Stock Exchange after the issuance is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC.
4. The number of shares issued to specific objects this time is calculated by dividing the total amount of raised funds by the issue price, and does not exceed 15% of the total share capital of the company before this issue. As of the announcement date of the resolution of the third meeting of the third board of directors, the total share capital of the company is 75600000 shares, and the number of shares issued this time does not exceed 11340000 shares (including this number).
Within the above scope, the final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the issuance according to the actual subscription situation after the application for the issuance has passed the review of Shenzhen Stock Exchange and the registration of China Securities Regulatory Commission. During the period from the announcement date of the resolution of the board of directors to the issuance date, if the company changes its shares due to bonus shares, conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation, the upper limit of the number of shares issued will be adjusted accordingly.
If national laws, regulations or other normative documents have the latest regulations or regulatory opinions on the number of shares issued to specific objects, the company will adjust accordingly according to the latest regulations or regulatory opinions.
5. 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 this time shall also comply with the above share locking arrangements due to the company's distribution of stock dividends, conversion of capital reserve and other forms. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. If the relevant laws, regulations and normative documents have other provisions on the restricted sale period of the shares subscribed by the issuing object and the transfer of shares after the expiration of the restricted sale period, such provisions shall prevail.
6. The total amount of funds raised by the company in this issue of shares to specific objects does not exceed 976315800 yuan (including this amount). After deducting the issuance expenses, the funds raised in this issue will be used for the following items:
Unit: 10000 yuan
No. project name total investment amount of the project proposed amount of raised funds
1 Zhuhai production base technological transformation and capacity expansion project 40985.14 40985.14
2 Shandong Heze new energy vehicle drive system Industrial Park project 35767.43 32767.43 (phase II)
3 Zhuhai R & D center construction project 13879.01 13879.01
4. Supplementary working capital 10000.00 10000.00
Total 100631.58 97631.58
Before the raised funds are in place, the company can invest its own funds first according to the actual situation of the investment project with the raised funds, and replace them after the raised funds are in place.
If the net amount of funds raised this time is less than the total amount of funds to be invested in the above projects, the company will adjust and finally decide the priority of the investment of the raised funds and the specific investment amount of each project according to the actual amount of funds raised and the priorities of the projects. The insufficient part of the raised funds shall be solved by the company with its own funds or other financing methods allowed by laws and regulations. Within the scope of the above-mentioned projects invested with raised funds, the board of directors of the company may appropriately adjust the amount of raised funds invested in the above-mentioned projects according to the actual needs of the project and the procedures specified in relevant laws and regulations.
7. After the issuance, the undistributed profits accumulated before the issuance will be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
8. This issuance of A-Shares to specific objects will not lead to changes in the company's control, nor will it lead to the company's equity distribution not meeting the listing conditions.
9. In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other laws, regulations and normative documents issued by the CSRC, as well as the provisions of the articles of association, The third meeting of the third board of directors held on November 4, 2021 deliberated and approved the shareholder return plan for the next three years (2021-2023), which has been deliberated and adopted at the second extraordinary general meeting of 2021 held on November 22, 2021.
10. After the completion of this stock issuance, the scale of net assets and total share capital of the company will increase accordingly. If the company's operating income and net profit do not achieve synchronous growth, there will be a risk of decline in the company's earnings per share and return on net assets in the short term. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue to specific objects on the dilution of immediate return, and formulated specific measures to fill in the diluted immediate return. However, the measures to fill in the diluted immediate return are not equal to ensuring the company's future profits, which is hereby brought to the attention of investors. For details, see "Section VII statement related to this offering" in this prospectus.
11. There is still uncertainty about whether the stock issuance plan to specific objects can finally pass the review of Shenzhen Stock Exchange and the registration approval of China Securities Regulatory Commission, which reminds investors to pay attention to relevant risks.
12. Investors are specially reminded to carefully read "section VI risk factors" of this prospectus and pay special attention to the following major risk tips:
(1) Implementation risks of investment projects with raised funds
According to the existing strategic development deployment, the company has made a full and comprehensive feasibility study and demonstration on the investment projects with raised funds to ensure that the investment projects with raised funds meet the company's future expectations. After the implementation of this project, the company's business scale and profitability will be further improved. However, in the process of implementation, if the raised funds are not in place on time and the implementation progress of relevant projects is delayed, it will also have a certain impact on the expected benefits of the projects invested by the raised funds.
(2) Risk that the project invested with raised funds fails to achieve the expected benefits
The investment projects of the raised funds include the technological transformation and capacity expansion project of Zhuhai production base, Shandong Heze new energy vehicle drive system Industrial Park Project (phase II), Zhuhai R & D center construction project, and supplement some working capital at the same time. The raised investment project of issuing A-Shares to specific objects is an important measure for the company to implement product upgrading. It is an investment decision made by the company based on factors such as policy environment, market demand, customer changes, industry development trend and its own technology accumulation and preparation. The implementation of the project will further expand production capacity and optimize product structure, Expand the company's market share in the field of new energy auto parts. Although the company has conducted sufficient feasibility demonstration and Analysis on the investment project with raised funds, the market environment and government policies of the project may change in actual operation. Therefore, there is a risk that the expected effect of the investment project with raised funds can not be fully realized.
(3) Risk of profit decline caused by new depreciation and amortization of raised investment projects
The capital expenditure of the fund-raising project of the company is large, mainly including construction engineering and purchase of R & D equipment. After the completion of the raised investment project, the asset level of the company will be greatly improved. After the project reaches production and stabilizes, it is expected that the total annual depreciation and amortization expenses will be 100.8984 million yuan. Since it takes a certain time for the project to generate benefits from the start of construction to production, if the company cannot quickly digest the project capacity and achieve the expected benefit scale in the short term, the new depreciation and amortization will increase the overall operating cost of the company in the short term and have a certain impact on the operating performance of the company, resulting in the risk of profit decline.
(4) New capacity digestion risk
Although the capacity design of the company's raised investment project comprehensively considers the company's development strategy and product competitive advantage, current market demand and orders on hand, the company's current capacity utilization, as well as future market expectation and market share, the new capacity release of the raised investment project is still affected by market supply and demand, industry competition and other factors, Moreover, it will take some time for the project to be completed and put into operation. After the completion of this raised investment project, if there are significant adverse changes in the industry competition pattern or technical route, the demand of downstream customers of the company may not meet the expectations and the production capacity may be idle, which will affect the digestion of the new production capacity of this raised investment project.
(5) Product technology iteration risk
In recent years, the overall technical level of the new energy vehicle drive system industry has continued to improve, and the performance of related products has made a great breakthrough. At present, the new energy vehicle drive system industry is in the stage of rapid development, and major universities and research institutions are actively carrying out research on relevant technologies. If there is a breakthrough change in the industry of the company in the future, resulting in the rapid iterative upgrading of relevant technologies, and the company fails to master relevant technologies in time, it will have a certain impact on the company's market position and operating ability.
(6) Market development risk
The production and sales of new energy vehicles account for a low proportion in the overall automobile market. Short mileage, long charging time, high purchase cost and imperfect charging supporting facilities are still important factors restricting consumers from purchasing new energy vehicles. In the case of declining industry subsidies, short-term economic downturn or sharp decline in downstream demand due to sudden factors, it will reduce the overall expansion speed and new vehicle investment of vehicle enterprises, which may have an adverse impact on downstream market demand.
The company's products are core auto parts. When selecting suppliers, vehicle manufacturers generally adopt
