Luxshare Precision Industry Co.Ltd(002475) 2022 plan for non-public offering of shares
February, 2002
Issuer statement
1、 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.
2、 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.
3、 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.
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, approval 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
1、 The matters related to this non-public offering of shares have been deliberated and approved by the seventh meeting of the Fifth Board of directors of the company. It can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC, and the scheme finally approved by the CSRC shall prevail.
2、 The objects of this non-public offering of shares are no more than 35 specific objects that meet the conditions specified by the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors and other legal persons, natural persons or other qualified institutional investors in accordance with laws and regulations. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe with 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.
After the issuance application is approved by the CSRC, the final issuance object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the subscription quotation of the issuance object and the principle of price priority.
The issuing objects of this offering subscribe for this non-public offering in cash.
3、 The pricing benchmark date of this non-public offering is the first day of the issuance period. The issuing price of this 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).
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.
If the company has 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 price of this non-public offering will be adjusted accordingly.
The final issue price will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results and the authorization of the general meeting of shareholders of the company in accordance with relevant regulations after the company’s non-public offering has obtained the approval of the CSRC.
4、 The number of shares in this non-public offering is determined according to the total amount of raised funds divided by the issue price, which shall not exceed 30% of the total share capital of the company before this offering. Calculated according to the total share capital of 7077034829 shares of the company as of the trading day before the plan announcement date (February 18, 2022), the number of shares in this non-public offering shall not exceed 2123110448 shares (including this number), The approval document of the CSRC on this issuance shall prevail. The final issuance quantity will be determined by the board of directors of the company and its authorized persons within the scope of authorization of the general meeting of shareholders and the recommendation institution (lead underwriter) in accordance with relevant regulations and according to the inquiry results of the issuance after the issuance is approved by the CSRC.
If the company has ex rights matters such as share distribution, conversion of capital reserve to share capital and other changes in the company’s total share capital before the issuance due to repurchase or other reasons from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly.
5、 The shares subscribed by the issuing object of this non-public offering of shares shall not be transferred within 6 months from the date of issuance.
Based on the subscription of the company’s shares obtained from this issuance, the shares derived from the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above stock locking arrangements.
The reduction of the above shares after the end of the restricted sale period shall be implemented in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the current relevant provisions of the CSRC and Shenzhen Stock Exchange and the articles of association. 6、 The total amount of funds raised in this non-public offering does not exceed 1.35 billion yuan. After deducting the issuance expenses, it is proposed to use them all for the following projects:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of proposed raised funds
1. Intelligent wearable device product line construction and technology upgrading project 350000.00 350000.00
2. Construction project of intelligent mobile terminal precision parts and components production line 270000.00 270000.00
3. Construction project of high voltage connection system production line for new energy vehicles 150000.00 150000.00
4. Semiconductor advanced packaging and test product production line construction project 95000.00 95000.00
5. Construction project of intelligent mobile terminal display module product production line 205000.00 80000.00
6. Intelligent vehicle connection system product production line construction project 50000.00 50000.00
7. Supplementary working capital 355000.00 355000.00
Total 147500.00 1350000.00
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place.
After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part of raised funds shall be solved by the company’s self raised funds. On the premise of not changing the investment project of the raised 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.
If the total amount of funds raised in this non-public offering is adjusted due to changes in regulatory policies or the requirements of the issuance registration documents, it will be adjusted accordingly at that time.
7、 After the issuance, in order to take into account the interests of new and old shareholders, the accumulated undistributed profits before the issuance will be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
8、 For details about the company’s profit distribution policy, cash dividends in the last three years and dividend planning in the next three years, see “section IV profit distribution policy and implementation of the company” in this plan.
9、 This non-public offering of shares does not constitute a major asset restructuring. After the issuance, the actual controller of the company will not change, nor will the equity distribution of the company fail to meet the listing conditions.
10、 For the detailed contents of the diluted immediate return analysis and the measures to fill the return of the non-public offering, please refer to “section V description of the diluted immediate return and the measures to fill the return of the non-public offering” of this plan. The hypothetical analysis of the company’s earnings per share after the issuance in this plan does not constitute a commitment or guarantee for the company’s performance. The company’s formulation of measures to fill the return does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Investors should pay attention to investment risks.
11、 The board of directors specially reminds investors to carefully read the relevant contents of “section III VI. risks related to this issuance” of the plan and pay attention to investment risks.
catalogue
The issuer declares that 1 special tips 2 catalog 5 interpretation 7 1. Common words 7 II. Professional vocabulary Section 1 Summary of the non-public offering plan 9 I. Basic information of the issuer 9 II. Background and purpose of this non-public offering 9 III. issuing object and its relationship with the company 16 IV. summary of the non-public offering plan 16 v. whether this issuance constitutes a connected transaction 19 VI. whether this issuance leads to changes in the company’s control 19 VII. Whether this issuance constitutes a major asset reorganization and whether the company’s equity distribution does not meet the listing conditions 19 VIII. Approval procedures for this issuance Section II feasibility analysis of the board of directors on the use of the raised funds 21 I. plan for the use of funds raised in this non-public offering 21 II. Information of projects invested with raised funds 21 III. analysis of the impact of this non-public offering on the company IV. feasibility analysis conclusion Section III discussion and analysis of the board of directors on the impact of this issuance on the company 36 I. Changes in the company’s business and asset integration plan, articles of association, shareholder structure, senior management structure and business income structure after the issuance 36 II. Changes in the company’s financial position, profitability and cash flow after the issuance 37 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders, actual controllers and their affiliates after the issuance 37 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates thirty-seven
5、 The impact of this issuance on the company’s liabilities 38 VI. risks related to this offering Section IV profit distribution policy and implementation of the company 42 I. profit distribution policy of the company 42 II. Shareholder return plan for the next three years 45 III. profit distribution and use of undistributed profits of the company in the last three years Section V description of diluted immediate return and filling measures of this non-public offering 51 I. The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators 51 II. Special risk tips for diluting the immediate return of this non-public offering 53 III. necessity and rationality of this non-public offering of shares 53 IV. The relationship between the project raised and invested in this non-public offering and the company’s existing business, as well as the company’s reserves in terms of personnel, technology and market 54 v. measures taken by the company to dilute the immediate return of this non-public offering 55 VI. the commitment made by the controlling shareholder and actual controller of the company that the company’s filling return measures can be effectively fulfilled 56 VII. The commitment of all directors and senior managers of the company that the company’s filling return measures can be effectively fulfilled fifty-six
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
1、 Common vocabulary
Issuer / company / Luxshare Precision Industry Co.Ltd(002475) means Luxshare Precision Industry Co.Ltd(002475)
This issuance / this non-public offering refers to Luxshare Precision Industry Co.Ltd(002475) non-public offering of no more than 2123110448 shares (including this number) / A shares of common stock in this non-public offering
This plan refers to the plan for Luxshare Precision Industry Co.Ltd(002475) 2022 non-public offering of shares
The last three years and the reporting period refer to 2018, 2019, 2020 and January September 2021
The last three years refer to 2018, 2019 and 2020
The pricing base date refers to the first day of the issuance period
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
General meeting means Luxshare Precision Industry Co.Ltd(002475) general meeting of shareholders
Board of directors means the Luxshare Precision Industry Co.Ltd(002475) board of directors
Board of supervisors refers to the Luxshare Precision Industry Co.Ltd(002475) board of supervisors
The articles of association refers to the Luxshare Precision Industry Co.Ltd(002475) articles of association
CSRC refers to the China Securities Regulatory Commission
Lixun Co., Ltd. refers to Luxshare Precision Industry Co.Ltd(002475) industry (Shenzhen) Co., Ltd
