Stock abbreviation: Xi’An Triangle Defense Co.Ltd(300775) Stock Code: 300775 bond abbreviation: triangular convertible bond bond Code: 123114 Xi’An Triangle Defense Co.Ltd(300775)
Issue shares to specific objects
And listed on the gem
February, 2002
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 prepared in accordance with the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation).
3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The approval or confirmation of the specific matters to be approved or related to the issuance of shares to be approved by the authority does not represent the completion of the specific matters to be approved or confirmed by the 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 matters related to the company’s issuance of shares to specific objects have been deliberated and adopted at the 28th meeting of the second board of directors of the company. According to the provisions of relevant laws and regulations, the scheme of issuing shares to specific objects can only be implemented after being deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2. The objects of this issuance of shares to specific objects are no more than 35 specific investors who meet the requirements of the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors, and other legal persons Natural persons or other qualified investors. Among them, 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; As the issuing object, trust companies can only subscribe with their own funds.
The subscription object of this issuance of shares to specific objects has not been determined. The final issuance object shall be authorized by the general meeting of shareholders. After the company’s issuance is approved and registered by the CSRC, the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange and the conditions specified in the plan. All issuers subscribe for the shares issued to specific objects at the same price and subscribe in cash. 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.
3. This issuance adopts the bidding method, and the pricing benchmark date of this issuance is the first day of the issuance period. 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 benchmark date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price of this offering will be determined by the board of directors and the recommendation institution (lead underwriter) of the company through bidding in accordance with the provisions of relevant laws, regulations, rules and normative documents after the company’s application for this offering is reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration. If there are new provisions in national laws and regulations, the company will adjust according to the new provisions.
If the company’s shares have ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the base price of this issuance will be adjusted accordingly.
4. The number of shares issued this time is determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time does not exceed 80 million shares (inclusive), which does not exceed 30% of the total share capital of the company before this issue. Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the relevant provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission and the actual subscription. If the company has ex rights and ex interest matters such as share distribution, repurchase and conversion of capital reserve into share capital between the announcement date of the resolution of the board of directors on issuing shares to specific objects and the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly.
5. The total amount of funds raised from the issuance of shares to specific objects does not exceed 3127.24 million yuan. After deducting the issuance expenses, it is proposed to use them all for the following projects:
Unit: 10000 yuan
No. project name total investment amount raised fund amount
1. Aviation Precision Die Forging Industry deepening and upgrading project 32541.27 29891.46
2 aeroengine blade precision forging project 52646.02 48868.56
3 Aviation Digital Integration Center project 70716.38 65871.33
4 Aerospace rocket body structure intelligent manufacturing project 83655.02 79128.09
5 advanced aviation parts intelligent interconnection manufacturing base project 128043.99 28964.56
6 supplementary working capital 60000.00 60000.00
Total 427602.68 312724.00
Before the funds raised in this offering are in place, the company can invest in advance with self raised funds according to the actual situation of the implementation progress of the investment project with raised funds, and replace them after the raised funds are in place.
After the funds raised in this offering are in place, if the actual net amount of funds raised is less than the total amount of funds required to be invested in the above-mentioned investment projects with raised funds, the company will adjust and finally determine the specific investment composition and priority of each part of the projects with raised funds according to the actual net amount of funds raised. The insufficient part of raised funds shall be solved by the company with its own funds or through other financing methods. 6. The shares subscribed by the object of this issuance shall not be transferred within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the lock-in period, the reduction of the shares of the company obtained by the issuing object due to this issuance shall also comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations, normative documents, relevant rules of the exchange and the relevant provisions of the company’s articles of association. After the end of this offering, the company’s shares increased due to the company’s share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period.
7. After the completion of this offering, the total share capital of the company will increase accordingly, and the shareholder structure of the company will change to some extent, but it will not lead to the change of the actual controller of the company, nor will it lead to the lack of listing conditions for the equity distribution of the company.
8. After the issuance of shares to specific objects is completed, the new and old shareholders of the company will jointly share the accumulated undistributed profits before the issuance of shares to specific objects according to the shareholding ratio after the issuance. For details of profit distribution and cash dividend policy, see “section V profit distribution policy and implementation of the company” in this plan.
9、 According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the China Securities Regulatory Commission In accordance with the requirements of the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this issuance on the dilution of immediate returns and formulated specific measures to fill in the diluted immediate returns. For details, see “II. Matters related to the diluted immediate return of this offering” in “section VI statement and commitment of the board of directors related to this offering” of this plan.
The measures formulated by the company to fill the diluted immediate 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. Draw the attention of investors.
10. There is still uncertainty about whether the stock issuance plan to specific objects can finally pass the review of Shenzhen Stock Exchange, registration with the consent of China Securities Regulatory Commission and the review of other relevant departments. Investors are reminded to pay attention to relevant risks.
catalogue
Declare that 1 special tips 2 catalog 5 interpretation Section 1 Summary of this issuance plan ten
1、 Basic information of the company ten
2、 Background and purpose of this offering ten
3、 Issuing object and its relationship with the company fifteen
4、 Overview of this offering plan fifteen
5、 The funds raised in this offering are invested in eighteen
6、 Whether this issuance constitutes a connected transaction eighteen
7、 Does this issuance lead to changes in the company’s control nineteen
8、 Does this issuance result in the equity distribution not meeting the listing conditions nineteen
9、 The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds twenty-one
1、 The use plan of the raised funds twenty-one
2、 Details of the project invested by the raised funds twenty-one
3、 The impact of the use of the raised funds on the operation, management and financial status of the company fifty-one
4、 The feasibility analysis conclusion of the project invested by the raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company fifty-three
1、 Changes in the company’s business structure and the company’s senior management after the issuance of the articles of Association fifty-three
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 54 III. business relationship, management relationship and related party transactions between the company and its actual controllers, controlling shareholders and their related parties
And horizontal competition 54 IV. after the issuance, whether the company’s funds and assets are occupied by the actual controllers, controlling shareholders and their affiliates
Situation, or the company provides guarantee for the actual controller, controlling shareholder and its affiliates 54 v. whether the company’s debt structure is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Is there a situation that the debt ratio is too low and the financial cost is unreasonable fifty-five
Section IV risks related to this offering fifty-six
1、 Business and operational risks fifty-six
2、 Legal risks fifty-eight
3、 Financial risks fifty-eight
4、 Risks of raising funds to invest in projects fifty-nine
5、 Risks related to this offering sixty-one
6、 Other risks Section V profit distribution policy and implementation of the company sixty-four
1、 The company’s profit distribution policy sixty-four
2、 Profit distribution and use of undistributed profits in the last three years sixty-six
3、 The company’s shareholder return plan for the next three years (2020-2022) 67 section VI statements and commitments of the board of directors related to this offering seventy-two
1、 Statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering seventy-two
2、 Matters related to the diluted immediate return of this offering seventy-two
interpretation
In this plan, unless the context otherwise requires, the following abbreviations, nouns or terms have the following meanings:
