Securities code: 600728 securities abbreviation: Pci Technology Group Co.Ltd(600728) listing place: Shanghai Stock Exchange Pci Technology Group Co.Ltd(600728)
(No. 832, Yingbin Road, Donghuan street, Panyu District, Guangzhou)
Room 306, zone 2, building 1, Fanshan entrepreneurship center, Panyu Energy Saving Technology Park)
Plan for non-public offering of A-Shares in 2022
February, 2002
Statement
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, and bear individual and joint legal liabilities.
This plan is the explanation of the board of directors of the company on this non-public offering of shares, and any statement contrary to it is untrue.
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.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
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.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The non-public offering of shares has been deliberated and adopted at the third extraordinary meeting of the ninth board of directors in 2022. According to the provisions of relevant laws and regulations, this non-public offering can only be implemented after being deliberated and approved by the general meeting of shareholders and approved by the China Securities Regulatory Commission.
2. The issuing objects of this non-public offering of shares are no more than 35 specific objects that meet the requirements of the CSRC. The issuing objects include securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutions, qualified overseas institutional investors, as well as other legal persons, natural persons or other legal investors that meet the requirements of the CSRC.
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.
After the company obtains the approval of the CSRC on this issuance, the final issuance object will be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the inquiry results within the scope of authorization of the general meeting of shareholders and in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
The objects of this non-public offering do not include the company’s controlling shareholders, actual controllers and their controlled affiliates. All issuers subscribe for the non-public offering of A-Shares in cash.
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, and shall not exceed 30% of the total share capital of the listed company before this offering. As of the date of the third interim meeting of the ninth board of directors in 2022, the total share capital of the listed company is 1758229097 shares. Based on this calculation, the number of shares in this non-public offering does not exceed 527468729 shares (including this number). From the date when the board of directors makes a resolution on the non-public offering of shares to the date of issuance, if the listed company changes its total share capital due to bonus shares, conversion of capital reserve into share capital, repurchase, equity incentive plan and other matters, the upper limit of the number of shares issued this time will be adjusted accordingly. Within the above scope, the final number of shares issued will be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the actual situation at the time of this issuance.
4. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issuing price of this non-public offering is no less than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing base date (excluding the pricing base 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.
From the pricing base date to the issue date, if the listed company has ex rights and ex interests matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital, the issue price of this 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) according to the inquiry results in accordance with the relevant rules of the CSRC after the application for non-public offering of shares is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
5. The total amount of funds raised in this non-public offering does not exceed RMB 3.314 billion (including this amount). After deducting the relevant issuance expenses, it is proposed to invest all the following items:
Unit: 10000 yuan
No. project name estimated total investment total amount of raised funds proposed investment
1 Digital twin core technology and open platform R & D project 90652.18 65016.89
2 new generation rail transit digital system R & D and industrialization 150403.18 99593.93 project
3 R & D and industrialization project of new generation traffic digital system for vehicle road coordination 36138.43 20760.50
4. National sales and service system upgrading project 51380.60 47076.76
5 supplementary working capital 99000.00 99000.00
Total 427574.40 331448.08
Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, within the scope of the finally determined raised investment projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual amount of raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
6. As of the date of issuance of this plan, the controlling shareholder of the company is Jiadu group and the actual controller is Liu Wei. After the completion of this non-public offering of a shares, the controlling shareholders and actual controllers of the company remain unchanged. This non-public offering of A-Shares will not lead to changes in the company’s control and the company’s equity distribution does not meet the listing conditions.
7. The accumulated undistributed profits of the company before the non-public offering of shares shall be shared by the new and old shareholders after the completion of the non-public offering of shares.
8. In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) issued by the CSRC, the company has further improved its profit distribution policy, See “section IV profit distribution policy and implementation of the company” in this plan for relevant information.
9. All the shares issued this time are subscribed in cash. The shares subscribed by the object of this issuance shall not be transferred within six months from the date of completion of the issuance. After the expiration of the restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
10. After the completion of this non-public offering of a shares, the company’s immediate return (financial indicators such as basic earnings per share and diluted earnings per share) may decline in the short term. Investors are reminded to pay attention to the risk that this non-public offering may dilute the immediate return of shareholders.
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) The requirements of 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) in order to protect the interests of small and medium-sized investors, The company has analyzed the impact of this offering on the dilution of immediate return, and put forward specific measures to fill the return. The relevant subjects have made a commitment to the practical implementation of the company’s measures to fill the return. See “section V diluted immediate return and filling measures of this offering” in this plan for details.
The hypothetical analysis of the company’s operating data does not constitute the company’s profit forecast. The company’s formulation of filling return measures 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 bear the liability for compensation. Please pay attention to it.
11. According to the provisions of relevant laws and regulations, matters related to this non-public offering of shares still need to be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
12. In particular, investors are reminded to carefully read “VI. description of risks related to this stock offering” in “section III discussion and analysis of the board of directors on the impact of this non-public offering on the company” of this plan, and pay attention to investment risks.
catalogue
interpretation…… Section 1 overview of this non-public offering eleven
1、 Basic information of the issuer eleven
2、 Background and purpose of this offering twelve
3、 Issuing object and its relationship with the company seventeen
4、 Summary of the non-public offering plan seventeen
5、 The raised funds are invested in twenty
6、 Whether this issuance constitutes a connected transaction twenty-one
7、 Does this issuance lead to changes in the company’s control twenty-one
8、 Procedures for this issuance plan to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds twenty-two
1、 The use plan of the raised funds twenty-two
2、 Basic information and feasibility analysis of the project invested by the raised funds twenty-two
3、 The impact of the use of the raised funds on the operation, management and financial status of the company forty-six
4、 Conclusion of feasibility analysis 47 section III discussion and analysis of the board of directors on the impact of this non-public offering on the company 48 I. business and assets of the company, articles of association, shareholder structure, senior management structure and industry after the issuance
Changes in business income structure forty-eight
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 49 III. business and management relations between the company and its controlling shareholders, actual controllers and their affiliates
Changes in horizontal competition and related party transactions 49 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, or whether the company provides guarantees for the controlling shareholders, actual controllers and their affiliates
The situation of V. whether the company’s debt structure is reasonable and whether there is a significant increase in liabilities (including or
(with liabilities), whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable fifty
6、 Description of risks related to this stock issuance Section IV profit distribution policy and implementation of the company fifty-five
1、 Profit distribution policy of the company fifty-five
2、 Profit distribution and use of undistributed profits of the company in the last three years fifty-seven
3、 The company’s shareholder return plan from 2022 to 2024 fifty-eight
Section V diluted immediate return and filling measures of this issuance sixty-two
1、 Impact analysis of this offering sixty-two
2、 Special risk tips for diluting the immediate return of this non-public offering sixty-four
3、 The necessity and rationality of the board of directors choosing this financing 65 IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company is engaged in the project invested by the raised funds
Reserves in personnel, technology and market 65 v. measures taken by the company to dilute the immediate return and enhance the company’s ability of sustainable return in this non-public offering
measures…… sixty-five
6、 Commitments made by relevant subjects sixty-seven
interpretation
In the plan, unless otherwise specified in the text, the following words or abbreviations have the following specific meanings: 1. General interpretation Pci Technology Group Co.Ltd(600728) , listed company, refers to Pci Technology Group Co.Ltd(600728) this issuance of the company, the company and the issuer / this non-public refers to Pci Technology Group Co.Ltd(600728) this non-public issuance of A-Shares to specific objects
This plan refers to the Pci Technology Group Co.Ltd(600728) 2022 plan for non-public Development Bank shares
Controlling shareholder and Jiadu group refer to Jiadu Group Co., Ltd
Actual controller refers to Liu Wei
General meeting means Pci Technology Group Co.Ltd(600728) general meeting of shareholders
Board of directors means Pci Technology Group Co.Ltd(600728) group shares
