Securities code: 002782 securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) Shenzhen Click Technology Co.Ltd(002782)
Plan for non-public offering of A-Shares in 2022
February, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
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; The investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
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 mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on 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 authorities.
hot tip
1. The matters related to this non-public offering of shares have been deliberated and approved at the 11th meeting of the Fourth Board of directors of the company, and need to be deliberated and approved by the general meeting of shareholders of the company and the CSRC.
2. The issuing objects of this offering are no more than 35 specific objects that meet the conditions stipulated by the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors that meet the provisions of laws and regulations. If a securities investment fund management company subscribes to more than two funds under its management, it shall be regarded as one issuing object; As the issuing object, trust and investment companies can only subscribe with their own funds.
3. The number of shares in this non-public offering is calculated by dividing the total amount of funds raised in this offering by the issue price. The number of shares in this non-public offering does not exceed 10% of the total share capital of the company before the issuance. Calculated according to the total share capital of the company on December 31, 2021, the number of shares in this non-public offering does not exceed 47683122 (including this number). If the company’s total share capital changes due to ex rights matters such as share distribution, conversion of capital reserve to share capital, or equity incentive, share repurchase and cancellation between the announcement date of the resolution of the board of directors considering the non-public offering and the issuance date, the upper limit of the number of shares in the non-public offering will be adjusted accordingly. Within the above scope, the board of directors of the company shall negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the subscription quotation of the issuing object after the issuance is approved by the CSRC according to the authorization of the general meeting of shareholders.
4. The pricing benchmark date of this issuance is the first day of the issuance period. The issuing price of the non-public offering shall not be lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the 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, conversion of capital reserve into share capital, or equity incentive, stock repurchase and cancellation between the pricing benchmark date and the issuance date, the issuance price of the non-public offering will be adjusted accordingly. The final issue price shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issue according to the subscription quotation of the issuing object in accordance with the relevant provisions of the CSRC after the issuance is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
5. After the completion of this non-public offering, the shares subscribed by specific objects shall not be transferred within 6 months from the date of the end of this offering. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
6. The total amount of funds raised in this non-public offering does not exceed 368687200 yuan (including this amount). The raised funds are intended to be used for the following purposes:
Unit: 10000 yuan
No. project name total project investment proposed to use raised funds
1 Anhui photovoltaic energy storage magnetic element intelligent manufacturing project 24137.05 22098.67
2 Huizhou charging pile magnetic component intelligent manufacturing project 15306.04 14770.04
Total 39443.10 36868.72
Before the raised funds are in place, the company can use the self raised funds to invest in the raised funds projects in advance according to the operating conditions and business planning. After the raised funds are in place, the early investment will be replaced with the raised funds. If the actual net amount of raised funds is less than the total amount of funds required to be invested in the above-mentioned investment projects with raised funds, the general meeting of shareholders of the company will authorize the board of directors to adjust and finally decide the specific investment amount of raised funds according to the actual net amount of raised funds and the priorities of the projects. The insufficient part of raised funds shall be solved by the company with its own funds or through other financing methods.
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, 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.
8. The company has always attached importance to the continuous return to investors. For details about the company’s profit distribution policy, cash dividends in the last three years and shareholders’ dividend return plan in the next three years, see “section IV company’s profit distribution policy and implementation” of this plan.
9. After the completion of this non-public offering, 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 and return on net assets after the issuance in this plan does not constitute a commitment or guarantee to the company’s performance. The company’s formulation of filling return measures does not guarantee the company’s future profits, and investors should not make investment decisions accordingly; The company shall not be liable for any loss caused by the investor’s investment decision.
Investors should pay attention to investment risks.
11. The board of directors specially reminds investors to carefully read the relevant contents of “VI. description of risks related to this issuance” in “section III discussion and analysis of the board of directors on the impact of this issuance on the company” of this plan, and pay attention to investment risks.
catalogue
The company declares that 2 special tips 3 catalog 6 interpretation Summary of the first non-public offering of shares ten
1、 Basic information of the issuer ten
2、 Background and purpose of this non-public offering ten
3、 Issuing object and its relationship with the company thirteen
4、 Summary of this non-public offering of shares fourteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company’s control sixteen
7、 The approval procedure for this issuance Section II feasibility analysis of the board of directors on the use of the raised funds eighteen
1、 The use plan of the raised funds eighteen
2、 Necessity and feasibility analysis of the project invested by the raised funds eighteen
3、 The impact of this issuance on the company’s operation and management and financial status Section III discussion and analysis of the board of directors on the impact of this issuance on the company 30 I. business and assets, articles of association, shareholder structure, senior management structure and business income of the company after the issuance
Structural changes thirty
2、 Changes in the company’s financial position, profitability and cash flow after the issuance III. business relationship, management relationship, related party transactions and
Changes in horizontal competition IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or
The company provides guarantee for the controlling shareholder and its affiliates V. whether the debt structure of the company is reasonable, and whether there is the possibility of substantial increase in liabilities (including contingent liabilities) through this issuance
Whether there is a situation that the debt ratio is too low and the financial cost is unreasonable thirty-one
6、 Description of risks related to this issuance Section IV profit distribution policy and implementation of the company thirty-five
1、 The company’s profit distribution policy thirty-five
2、 Use of cash dividends and undistributed profits in the last three years after listing thirty-eight
3、 The company’s shareholder dividend return plan for the next three years Section V description of diluted immediate return and filling measures of this non-public offering forty-three
1、 Risk tips for diluting the immediate return of this offering forty-three
2、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators forty-three
3、 The relationship between this raised investment project and the company’s existing business forty-five
4、 The necessity and rationality of this non-public offering forty-five
5、 The company’s reserves in personnel, technology and market forty-six
6、 Measures taken by the company to dilute the immediate return of this non-public offering of shares 47 VII. The controlling shareholders, actual controllers, all directors and senior managers of the company can take measures to fill in the return of the company
Commitments that have been effectively fulfilled forty-eight
interpretation
Interpretation refers to the full name
The general terms company, the company, the issuer and Keli refer to Shenzhen Click Technology Co.Ltd(002782) G
Anhui Shenzhen Click Technology Co.Ltd(002782) technology refers to Anhui Shenzhen Click Technology Co.Ltd(002782) Technology Co., Ltd
Huizhou Shenzhen Click Technology Co.Ltd(002782) electronics refers to Huizhou Shenzhen Click Technology Co.Ltd(002782) Electronics Co., Ltd
Shenzhen Click Technology Co.Ltd(002782) non public offering of A-Shares to specific objects. The number of non-public offering, non-public offering and issued shares shall not exceed 10% of the total share capital of the company before the offering. It is calculated according to the total share capital of the company on December 31, 2021, The number of shares in this non-public offering does not exceed 47683122 (including this number)
This plan refers to the plan for Shenzhen Click Technology Co.Ltd(002782) non-public offering of A-Shares in 2022
The investment projects raised by this non-public offering include Anhui photovoltaic. This investment project refers to the intelligent manufacturing project of energy storage magnetic components and the intelligent manufacturing project of Huizhou charging pile magnetic components
Photovoltaic energy storage raised investment project refers to Anhui photovoltaic energy storage magnetic element intelligent manufacturing project
Charging pile raised investment project refers to Huizhou charging pile magnetic component intelligent manufacturing project
General meeting of shareholders means the general meeting of shareholders of the company
Board of directors means the board of directors of the company
Board of supervisors refers to the board of supervisors of the company
The pricing base date refers to the base date for calculating the issuance reserve price. The first day of the issuance period is selected as the pricing base date for this issuance
Shengyan investment refers to Ganzhou Shengyan Investment Co., Ltd., the controlling shareholder of the company
Shenzhen Click Technology Co.Ltd(002782) technology refers to Shenzhen Click Technology Co.Ltd(002782) Technology Co., Ltd., the shareholder of the company
Xin Lianxin refers to an County Xin Lianxin Enterprise Management Co., Ltd., the shareholder of the company
Huawei refers to Huawei Technology Co., Ltd
Sungrow Power Supply Co.Ltd(300274) refers to Sungrow Power Supply Co.Ltd(300274)
Jiangsu Goodwe Power Supply Technology Co.Ltd(688390) refers to Jiangsu Jiangsu Goodwe Power Supply Technology Co.Ltd(688390)
