Securities abbreviation: Beijing Tongtech Co.Ltd(300379) securities code: Beijing Tongtech Co.Ltd(300379) Beijing Tongtech Co.Ltd(300379)
Issue shares to specific objects
And listed on the gem
March, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the plan is 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 measures for the administration of securities issuance and registration of companies listed on the 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 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 the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan have yet to be approved or approved by the relevant examination and approval 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 company's matters related to the issuance of shares to specific objects have been deliberated and approved at the 23rd Meeting of the Fourth Board of directors of the company. They can only be implemented after being deliberated and approved by the general meeting of shareholders, reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration. The final issuance plan shall be subject to the plan approved by the CSRC for registration.
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 120 million shares (including), which does not exceed 30% of the total share capital of the company before this issue. The total proportion of shares held by a single issuer and its persons acting in concert after subscription shall not exceed 5% of the total share capital of the company after issuance, and the subscription of the excess part shall be invalid. 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 by the company in issuing shares to specific objects this time does not exceed 2200 million yuan. After deducting the issuance expenses, it is planned to use them all for the following projects:
Unit: 10000 yuan
No. project name total investment amount is proposed to be invested by the raised funds
1. Excellent capability improvement project of Tong series middleware products 1273510510577505
2. Next generation sustainable operation safety 84643356422495 product development project based on Artificial Intelligence
3. Supplementary working capital 50 Shenzhen Fountain Corporation(000005) 000000
Total 2619944022000000
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 company's shares 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. This offering will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company's equity distribution not meeting the listing conditions.
8. In order to take into account the interests of new and old shareholders, the accumulated undistributed profits of the company before the issuance shall be enjoyed by all shareholders after the issuance according to their shareholding ratio. 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) The requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) issued by the CSRC, 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 return, and the controlling shareholders, actual controllers, directors and senior managers of the company have made a commitment to the practical implementation of the company's measures to fill the return, For relevant measures and commitments, see "II. Relevant commitments of the board of directors on diluting the immediate return of this offering and specific measures to fulfill the return filling" in "section VI statements and commitments of the board of directors related to this offering" of this plan.
Although the company has formulated filling measures to deal with the risk that the immediate return is diluted, the filling measures formulated 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. In particular, investors are reminded to carefully read the "section IV risks related to this issuance" of this plan and pay attention to investment risks.
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings:
Comprehensive terms
The company, the issuer and the company refer to Beijing Tongtech Co.Ltd(300379) Beijing Tongtech Co.Ltd(300379) this issuance, and refer to the bank shares that Beijing Tongtech Co.Ltd(300379) this time intends to issue shares to specific objects and be listed on the gem
This plan refers to the plan for Beijing Tongtech Co.Ltd(300379) issuing shares to specific objects and listing on GEM
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The measures for the administration of registration refer to the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
Board of directors refers to Beijing Tongtech Co.Ltd(300379) board of directors
Board of supervisors refers to Beijing Tongtech Co.Ltd(300379) board of supervisors
General meeting of shareholders refers to the general meeting of Beijing Tongtech Co.Ltd(300379) shareholders
The articles of association refers to the Beijing Tongtech Co.Ltd(300379) articles of association
Beijing Tongtech Co.Ltd(300379) software refers to Beijing Beijing Tongtech Co.Ltd(300379) Software Co., Ltd
Beijing Tongtech Co.Ltd(300379) Wangxin refers to Beijing Beijing Tongtech Co.Ltd(300379) Wangxin Technology Co., Ltd
Taice technology refers to Beijing taice Technology Co., Ltd
Beijing Tongtech Co.Ltd(300379) Tai refers to Shanghai Beijing Tongtech Co.Ltd(300379) Tai Software Technology Co., Ltd
Beijing Tongtech Co.Ltd(300379) Yu refers to Beijing Beijing Tongtech Co.Ltd(300379) Yu Technology Co., Ltd
Digital paradise refers to Beijing Digital paradise Information Technology Co., Ltd
Huijielang refers to Beijing huijielang Technology Co., Ltd
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Technical Term
A kind of software at the bottom of a computer system that has nothing to do with the specific business logic. Its main function is to provide support for the access and management of application software to system resources, data and network resources, and to provide a platform for the development, deployment and operation of application software. Computer software can be divided into basic software and application software. Basic software includes operating system, database system, middleware and virtualization software
Middleware refers to the supporting software located on the system software, which is used to support distributed application software and connect different software entities
5g refers to the abbreviation of 5th generation, the fifth generation mobile communication technology
For the construction of new infrastructure, the central economic work conference in December 2018 proposed "accelerating the pace of 5g commerce and strengthening the construction of new infrastructure such as artificial intelligence, industrial Internet and Internet of things"; In March 2020, the Standing Committee of the Political Bureau of the CPC Central Committee proposed that "new infrastructure refers to accelerating the construction progress of 5g network, data center and other new infrastructure"; In April 2020, the national development and Reform Commission proposed\\ "New infrastructure is an infrastructure system guided by new development concept, driven by technological innovation, based on information network, facing the needs of high-quality development and providing services such as digital transformation, intelligent upgrading and integrated innovation \\"
It generally refers to the application system or application mode that continuously breaks through the traditional information technology application or monopoly through the innovation of core technologies in the field of information technology
