Securities code: Yunnan Energy Investment Co.Ltd(002053) securities abbreviation: Yunnan Energy Investment Co.Ltd(002053) Yunnan Energy Investment Co.Ltd(002053)
(address: No. 276, Chuncheng Road, Guandu District, Kunming, Yunnan)
Plan for non-public offering of a shares
March, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
2. This plan is prepared in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies, and other requirements.
3. After the completion of this non-public offering of a 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 A-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.
4. This plan is the explanation of the board of directors of the company on the non-public offering of a shares, and any statement inconsistent with it is untrue.
5. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
1. The matters related to the non-public offering of A-Shares have been deliberated and adopted at the second extraordinary meeting of Yunnan Energy Investment Co.Ltd(002053) board of directors in 2022 held on March 1, 2022. According to relevant laws and regulations, the matters related to the non-public offering of shares still need to be agreed by the subject performing the duties of state-owned assets supervision and management, And approved by the general meeting of shareholders of the company and the CSRC.
2. The non-public offering of A-Shares is aimed at no more than 35 specific investors, including energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group. Except for energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group, other issuing objects must be legal investors such as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic and foreign institutional investors and natural persons in accordance with the provisions 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; If a trust and investment company is the issuing object, it can only subscribe with its own funds. Except energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group, after the company’s application for non-public offering of shares has been approved and approved by the CSRC, the board of directors and its authorized persons of the company shall negotiate with the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and according to the subscription and quotation of the issuing object.
3. The issue price is determined through inquiry, and the pricing benchmark date is the first day of the issuance period of the non-public offering. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. the issuing base price). 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 will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders, after the company obtains the approval and reply of the CSRC on the issue, and in accordance with the provisions of relevant laws, regulations and normative documents, according to the subscription quotation of the issuing object and the principle of price priority.
Energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group do not participate in the inquiry process of this offering pricing, but accept the subscription inquiry results of other issuers and subscribe for the shares of this non-public offering at the same price as other issuers. If the issuing price of this issue cannot be generated through the above market inquiry, energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group subscribe for the shares issued by the company at the base price of this issue.
During the period from the pricing base date of this non-public offering to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue reserve price of this non-public offering will be adjusted accordingly.
4. The total amount of funds (including issuance expenses) to be raised in this non-public offering of shares shall not exceed RMB 1865890500 (including this amount). The number of shares to be issued in this offering shall be calculated by dividing the total amount of funds raised in this offering by the issuance price, and shall not exceed 30% of the total share capital of the company before this offering, that is, no more than 228293569 shares (including this amount). The calculation formula of the final issuance quantity of this issuance is: issuance quantity = total amount of funds raised in this issuance / issuance price of this issuance. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down.
The upper limit of the final issuance quantity shall be subject to the requirements of the approval documents of the CSRC. Within the above scope, the board of directors of the company shall negotiate with the recommendation institution (lead underwriter) according to the demand for raised funds and the actual subscription, etc. as authorized by the general meeting of shareholders. If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
During the period from the resolution date of the board of directors of this non-public offering to the date of issuance, if there is a share offering, capital reserve converted into share capital or other reasons leading to the change of the total share capital of the company before this offering, the upper limit of the number of shares in this non-public offering of the company will be adjusted accordingly, and the subscription number of energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group will also be adjusted accordingly.
5. The total amount of funds raised in this offering (including issuance expenses) shall not exceed RMB 1865890500 (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 Qujing Tongquan wind farm project 224499314489986
2 Huize Jinzhong wind farm phase I project 235489104709782
3 Honghe Yongning wind farm project 472956849459137
Total 9329452518658905
After the funds raised in this non-public offering are in place, if the actual amount of funds raised (after deducting the issuance expenses) is less than the amount of funds to be invested in the above projects, within the scope of the finally determined investment projects of the raised funds, the board of directors and its authorized persons of the company will, according to the actual amount of funds raised, the progress of the project, capital demand and other actual conditions, Adjust and finally determine the specific investment projects and priorities of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Before the funds raised in this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the procedures of relevant laws and regulations after the raised funds are in place.
6. After the completion of this offering, the shares of this non-public offering subscribed by energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group shall not be transferred within 18 months from the end of the offering, and the shares of the company subscribed by other issuing objects shall not be transferred within 6 months from the end of the offering.
From the completion of this offering to the expiration of the restricted sale period, the shares increased by the issuing object due to the company’s share offering or the conversion of capital reserve into share capital shall also comply with the above restricted sale arrangements.
After the expiration of the above restricted sale period, the transfer and transaction of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
7. Among the objects of this offering, the proposed subscription proportion of energy investment group shall not be less than 20% (including this number) of the number of A-Shares approved by the CSRC for this non-public offering. The proposed subscription proportion of Yunnan Yuntianhua Co.Ltd(600096) group is 10% of the number of A-Shares approved by the CSRC for this non-public offering. Before the offering, energy investment group and its concerted actors jointly hold 58.27% of the shares of the company, Yunnan Yuntianhua Co.Ltd(600096) group holds 19.67% shares of the company. Therefore, the subscription of energy investment group and Yunnan Yuntianhua Co.Ltd(600096) group for the non-public offering of A-Shares constitutes a connected transaction.
The company will perform the approval procedures for related party transactions in strict accordance with relevant regulations. The independent directors of the company have approved the related party transactions involved in this offering in advance and expressed their agreed independent opinions. When the board of directors of the company considered the proposals related to this non-public offering, the related directors have avoided voting. The non-public offering still needs to be considered by the general meeting of shareholders of the company, and the related shareholders will avoid voting at that time.
8. Before the non-public offering, the controlling shareholder of the company was energy investment group and the actual controller was Yunnan SASAC. After the completion of this non-public offering of shares, the energy investment group and its persons acting in concert will jointly hold no less than 49.43% of the shares of the company, and the controlling shareholders and actual controllers of the company will remain unchanged. This non-public offering of shares will not lead to the company’s equity distribution not meeting the listing conditions.
9. Before the non-public offering, the accumulated undistributed profits of the company shall be shared by new and old shareholders after the completion of the offering. For details of the company’s dividend distribution policy, cash dividends in the last three years, and the use of undistributed profits, please refer to “section VI company’s profit distribution policy and implementation” of this plan.
10. After this non-public offering, the company’s share capital and net assets will increase accordingly. After the raised funds are in place, there is a risk that the company’s immediate return (earnings per share, return on net assets and other financial indicators) will be diluted. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of the non-public offering of shares. In this regard, the company has formulated measures to fill the return, but the company reminds investors that the company’s formulation of measures to fill the return does not guarantee the company’s future profits.
11. For details of the risk factors of the company’s non-public offering of shares, please refer to “section V VI. risk description related to this non-public offering” of this plan.
catalogue
The company declares that 1 special tips 2 catalog 6 interpretation Section 1 Summary of the non-public offering plan 10 I. Basic information of the issuer 10 II. Background and purpose of this non-public offering 10 III. issuing object and its relationship with the company 13 IV. summary of the non-public offering plan 14 v. whether this non-public offering constitutes a connected transaction 17 VI. whether this issuance leads to changes in the company’s control 17 VII. Does this issuance result in the equity distribution not meeting the listing conditions 18 VIII. The approval of the issuance plan and the procedures to be submitted for approval Section II basic information of the issuing object 19 I. Basic information of the issuing object 19 II. Equity control relationship 19 III. main business conditions 19 IV. brief financial data of the latest year and the first period V. description of the issuer and its directors and senior executives who have not been punished in the past five years Vi. horizontal competition and related party transactions after the completion of this offering 27. Within 24 months prior to the disclosure of the plan for this issuance, the relationship between the issuing object, its controlling shareholder, actual controller and the issuer
Major transactions between Section III summary of conditional share subscription agreement 27 I. agreement subject and signing time 27 II. Subscription object and subscription method 27 III. pricing base date, pricing principle and subscription price 27 IV. number of subscriptions 27 v. restricted period of subscription shares 28 VI. payment of subscription money and registration of subscription shares 28 VII. Arrangement of accumulated undistributed profits 28 VIII. Liability for breach of contract 28 IX. establishment of the agreement, effective conditions and effective time of the agreement Section IV feasibility analysis of the board of directors on the use of the raised funds 32 I. The use plan of the raised funds 32 II. Necessity and feasibility analysis of the project invested by the raised funds 32 III. details of the fund-raising project 34 IV. impact of this issuance on the company’s operating and financial conditions Section V discussion and analysis of the board of directors on the impact of this non-public offering on the company 39 I. Changes in the business and asset integration plan, articles of association, expected shareholder structure, senior management structure and business income structure of the listed company after this issuance 39 II. Changes in the financial status, profitability and cash flow of listed companies after the issuance 40 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates 40 IV. after the issuance, whether the company has any funds and assets controlled
