Securities code: 002986 securities abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Announcement No.: 2022-021 Hunan Yussen Energy Technology Co.Ltd(002986) plan for non-public offering of A-Shares in 2022 February 2002
Statement
1. The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of this plan, and bear individual and joint legal liabilities for the authenticity, accuracy, integrity and timeliness of its contents.
2. 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, and the investors shall be responsible for the investment risks caused by this non-public offering of shares.
3. 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.
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. Matters related to this non-public offering of shares have been deliberated and adopted at the second meeting of the third board of directors of the company. The non-public offering plan still needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. 2. The issuance objects of this non-public offering are no more than 35 (including 35) specific objects, including domestic securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (including the self operated accounts or managed investment product accounts of the above investors) that meet the requirements of laws and regulations Other domestic legal person investors and natural persons or other qualified investors. 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 obtains the approval document of the CSRC on this issuance, the board of directors will, within the scope of authorization of the general meeting of shareholders, according to the provisions of relevant laws, administrative regulations, departmental rules or normative documents such as the detailed rules for the implementation of non-public development of shares by listed companies and other relevant laws and regulations, and according to the application and quotation of the issuing object, It shall be determined according to the principle of price priority. If relevant laws, regulations and normative documents have new provisions on the issuing objects of non-public offering of shares, the company will adjust them according to the new provisions.
All issuers subscribe for the shares issued this time in cash.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period of this offering. The issue price shall not be lower than 80% of the average trading price of the company’s shares in the twenty trading days before the pricing base date (excluding the pricing base date), and shall not be lower than the amount of net assets per share attributable to the common shareholders of the parent company audited in the latest period.
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 specific issue price will be determined by the board of directors of the issuer in accordance with the authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, according to the subscription quotation of the issuing object and the principle of price priority, but not lower than the above-mentioned issue reserve price.
If the company has ex rights and ex interests matters such as dividend distribution, bonus shares or conversion of share capital from the pricing benchmark date of this issuance to the issuance date, the lower limit of this issuance price will be adjusted accordingly.
4. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before this offering, i.e. no more than 47602800 shares (including this number), subject to the approval document of the CSRC on this offering. If the company’s shares are distributed from the announcement date of the resolution of the board of directors to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company is changed before the issuance due to other reasons, the upper limit of the number of shares in the non-public offering will be adjusted accordingly.
The final number of shares to be issued shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of this issuance in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual situation at the time of issuance.
5. The total amount of funds (including issuance expenses) to be raised by the company in this non-public offering of A-Shares shall not exceed RMB 300 million (including this amount). The net amount of funds raised after deducting issuance expenses is proposed to be invested in the following items:
No. project name total investment of the project (10000 yuan) proposed capital raised (10000 yuan)
1 light hydrocarbon comprehensive utilization project phase I 338357.00 270000.00
2. Supplementary working capital 30000.00
Total 368357.00 300000.00
Before the funds raised in this offering are in place, the company will invest the self raised funds first according to the needs of the investment projects with the raised funds, and replace them according to the relevant procedures after the raised funds are in place. At the same time, without changing the investment projects of the raised funds, the board of directors of the company may appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual situation of the investment projects of the raised funds. If the actual amount of raised funds (after deducting the issuance expenses) is less than the amount to be invested with raised funds for the above projects, the insufficient part will be solved by self raised funds.
6. After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance. If the relevant regulatory authorities have other requirements on the restricted sale period of the shares subscribed by the issuing object and the transfer of shares at maturity, their provisions shall prevail.
The shares acquired by the issuing object due to the company’s distribution of stock dividends, conversion of capital reserve and other forms of derivative shares shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
7. This non-public offering of shares 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. After the completion of this non-public offering of shares, the undistributed profits accumulated before this offering of the company shall be jointly enjoyed by the new and old shareholders of the company according to the proportion of shares of the company held by them after the completion of this offering.
9. In accordance with the notice on further implementing 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 relevant laws and regulations issued by the CSRC, the second meeting of the third board of directors of the company deliberated and adopted the proposal on the return plan for shareholders of the company in the next three years (2022-2024).
10. For the detailed contents of the diluted immediate return analysis and measures to fill in the return of this non-public offering, please refer to “section V diluted immediate return and measures to fill in the return of this 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 “VI. risk statement of this non-public offering” in “section III discussion and analysis of the impact of this offering on the company by the board of directors” of this plan, and pay attention to investment risks.
catalogue
Declare that Section 1 Summary of the non-public offering plan eleven
1、 Basic information of the company eleven
2、 Background and purpose of this non-public offering eleven
(I) background of this non-public offering of shares eleven
(II) the purpose of this non-public offering of shares thirteen
3、 Summary of the non-public offering plan fourteen
(I) type and par value of issued shares fourteen
(II) issuing method and time fourteen
(IV) pricing base date and issue price fifteen
(V) number of issues fifteen
(VI) scale and purpose of raised funds sixteen
(VII) restricted period sixteen
(VIII) listing place sixteen
(IX) ownership of accumulated undistributed profits before this issuance sixteen
(x) validity period of the issuance resolution sixteen
4、 Whether this non-public offering constitutes a connected transaction seventeen
5、 Whether this non-public offering will lead to changes in the company’s control seventeen
6、 The approval of this offering and the procedures to be submitted for approval seventeen
(I) comments and approvals obtained for this issuance seventeen
(II) approval and approval required for this issuance seventeen
Section II feasibility analysis of the board of directors on the use of the raised funds nineteen
1、 The investment plan for the use of the raised funds nineteen
2、 Details of the project invested by the raised funds nineteen
(I) phase I of light hydrocarbon comprehensive utilization project nineteen
(II) supplementary working capital projects twenty
3、 The necessity of investing in the project with the raised funds 20 (I) enhance the utilization of surplus LPG resources in Daya Bay petrochemical zone and improve the integration of circular economy in the park twenty
(II) further enrich the company’s product line and expand the company’s development space twenty
(III) improve the sustainable profitability and realize the long-term sustainable development of the company twenty-one
(IV) fund guarantee to meet the company’s business development twenty-one
4、 The feasibility of the project invested by the raised funds 21 (I) national industrial policy support provides policy guarantee for the increase of market demand for the implementation of the project twenty-one
(II) the company has accumulated many years of production experience to provide technical support for the implementation of the project 22 (III) the company has accumulated a wealth of high-quality customers and has a strong sales team to ensure the company’s business
Sustainable development of twenty-two
5、 The impact of the investment projects raised by this issuance on the operation, management and financial status of the company twenty-two
(I) the impact of the investment project of the raised funds on the operation and management of the company twenty-two
(II) the impact of the investment project of the raised funds on the company’s financial situation twenty-two
6、 Feasibility analysis conclusion of the project invested with raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company 24 I. business and assets, articles of association, shareholder structure, senior management structure and business income structure of the company after the issuance
Changes in twenty-four
(I) the impact of this issuance on the company’s business and assets twenty-four
(II) the impact of this issuance on the articles of Association twenty-four
(III) the impact of this offering on the company’s shareholder structure twenty-four
(IV) the impact of this offering on the structure of senior executives of the company twenty-four
(V) the impact of this issuance on the company’s business income structure twenty-five
2、 Changes in the financial status, profitability and cash flow of the listed company after this issuance twenty-five
(I) impact on the company’s financial situation twenty-five
(II) impact on the profitability of the company twenty-five
(III) impact on the company’s cash flow 25 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
Chemical situation 25 IV. after the completion of this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates,
Or the guarantee provided by the listed company for the controlling shareholder and its affiliates twenty-six
5、 The impact of this non-public offering on the company’s liabilities twenty-six
6、 Risk description of this non-public offering of shares twenty-six
(I) implementation risks of investment projects with raised funds twenty-six
(II) risk of dilution of immediate return twenty-seven
(III) risk management twenty-seven
(IV) risks of cyclical fluctuations of the chemical industry with the macro economy twenty-seven
(V) risk of centralized procurement of raw materials twenty-seven
(VI) safety production and environmental protection risks twenty-eight
(VII) audit risk twenty-eight
(VIII) issuance risk twenty-eight
(IX) stock price fluctuation risk
