Securities abbreviation: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) securities code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Plan for issuing A-Shares to specific objects in 2021
(Revised Version)
March, 2002
Issuer statement
1. 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.
2. This plan is prepared in accordance with the securities law of the people's Republic of China and 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 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 need to be approved or approved by the relevant examination and approval authority.
Tips on major issues
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan. 1. The company's issues related to the issuance of shares to specific objects have been deliberated and adopted at the 18th meeting of the Fourth Board of directors, the second extraordinary general meeting of shareholders in 2021 and the 22nd Meeting of the Fourth Board of directors.
2. According to relevant laws and regulations, the issuance to specific objects can only be implemented after the approval and registration of the CSRC.
3. The issuing object of this issuance is Kaide investment control, with a total of one specific object, which meets the provisions of no more than 35 issuing objects stipulated by the securities regulatory authorities such as the CSRC. On July 23, 2021, Kaide investment holding has signed the conditional effective share subscription agreement with the company. On March 1, 2022, Kaide investment holding has signed the supplementary agreement to the conditional effective share subscription agreement with the company.
4. The benchmark date for the pricing of shares issued to specific objects is the announcement date of the resolution of the 18th meeting of the Fourth Board of directors. The issuing price of the shares issued to specific objects this time is 5.01 yuan / share, which is no less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
During the period from the pricing base date to the issuance 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 issuance price of shares issued to specific objects will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P0 is the issuing reserve price before adjustment, D is the distribution of cash dividends per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuing reserve price after adjustment.
5. The number of shares issued to specific objects this time is 215745976, which does not exceed 30% of the total share capital of the company before this issuance. The final issuance quantity shall be authorized by the general meeting of shareholders of the issuer, and the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance in accordance with relevant regulations after obtaining the documents of Shenzhen Stock Exchange on the examination and approval of the issuance and the consent and registration of China Securities Regulatory Commission.
Before this issuance, if the company's shares have ex right and ex dividend matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of shares issued to specific objects will be adjusted accordingly.
6. The issuing object promises that after the completion of this issuance to specific objects, the shares subscribed by the issuing object shall not be listed for trading within 18 months from the date of completion of the issuance. If the restricted period of the subscribed shares is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the restricted period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities. After the issuance, 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 sales restriction period. After the sales restriction period is ended, it shall be implemented in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
7. The total amount of funds raised from this issuance to specific objects is 1080887300 yuan. The net amount of funds raised after deducting the issuance expenses will be used to supplement working capital.
8. After the issuance of shares to specific objects, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company shall share the accumulated undistributed profits before the issuance according to the shareholding ratio after the issuance of shares to specific objects.
9. After the issuance of shares to specific objects is completed, the controlling shareholder of the company will be changed to Kaide investment control, and the actual controller will be changed to the Management Committee of Guangzhou Economic and Technological Development Zone.
10. For details of the company's profit distribution and cash dividend policies and their implementation in the last three years, see "Section VIII profit distribution policies and their implementation" of this plan.
11. According to the relevant provisions of the opinions 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) issued by the general office of the State Council 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, The company has formulated the measures to fill the diluted immediate return after the issuance of shares to specific objects. The controlling shareholders, directors and senior managers of the company have made commitments to fill the diluted immediate return after the issuance of shares to specific objects. For relevant measures and commitments, please refer to section IX of this plan, which is related to this issuance, in order to guarantee the future profits of the company.
12. The implementation of this issuance of shares to specific objects will not lead to the company's equity distribution not meeting the listing conditions. 13. This issuance does not involve major asset restructuring.
interpretation
Listed company, company, the company, Taisheng refers to Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
2. Issuer
This plan refers to the plan for issuing A-Shares to specific objects in Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) 2021 (Revised Version)
Issuance, this issuance and this issuance refer to Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) this issuance of shares to specific objects
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
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
Kaide investment control refers to Guangzhou Kaide Investment Holding Co., Ltd
The original actual controller team refers to the concerted action team composed of Liu Zhicheng, Huang Jingming, Xia quanguang, Zhang Jinnan and Zhang Fulin
The conditional effective share transfer agreement between Guangzhou Kaide Investment Holding Co., Ltd. and Liu Zhicheng and Huang Jing, and the conditional effective share transfer agreement between Zhang Jinnan, Zhang Fulin and Zhang Shuxiao on Shanghai Taisheng wind energy equipment Co., Ltd
The conditional effective share subscription agreement refers to the conditional effective share subscription agreement between Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Guangzhou Kaide Investment Holding Co., Ltd
"Conditional effective share subscription agreement" refers to the supplementary agreement of the supplementary agreement between Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) and Guangzhou Kaiyi, which is the supplementary agreement to the conditional effective share subscription agreement of Investment Holding Co., Ltd
The general meeting of shareholders refers to the general meeting of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) shareholders
The board of directors of the company refers to the board of directors of Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) company
The articles of association refers to the Shanghai Taisheng Wind Power Equipment Co.Ltd(300129) articles of association
The pricing benchmark date refers to the announcement date of the resolution of the 18th meeting of the Fourth Board of directors
The reporting period refers to 2018, 2019, 2020 and January September 2021
A shares refer to RMB common shares listed in China
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Unless otherwise specified, the value of this plan shall be kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it shall be caused by rounding.
catalogue
The issuer declares that 2. Tips on major issues 3 interpretation Catalogue 6 Section 1 Summary of the stock issuance scheme to specific objects Section 2 basic information of issuing objects 17 section III relevant agreements involved in the change of control scheme 22 Section IV summary of conditional effective share transfer agreement 28 Section V feasibility analysis on the use of the raised funds Section VI discussion and analysis of the board of directors on the impact of this issuance on the company Section 7 risks related to the issuance of shares to specific objects 49 Section VIII profit distribution policy and its implementation 53 section IX statements and commitments of the board of directors related to this offering Section 10 other matters that need to be disclosed sixty-five
Section 1 Summary of the stock issuance scheme to specific objects
1、 Basic information of the issuer
Company name Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
English Name: Shanghai Taisheng wind power equipment Co., Ltd
Registered address: No. 1988, Weiqing East Road, Jinshan District, Shanghai
Registered capital: 719153256 yuan
Stock abbreviation Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Stock Code: Shanghai Taisheng Wind Power Equipment Co.Ltd(300129)
Place of listing: Shenzhen Stock Exchange
Date of establishment: April 13, 2001
Company domicile: No. 1988, Weiqing East Road, Jinshan District, Shanghai
Legal representative: Zhang Fulin
Tel: 02157243692
Fax 02157243692
Postal Code: 201508
Office address: No. 1988, Weiqing East Road, Jinshan District, Shanghai
Unified social credit code 9131 Shenzhen Sdg Information Co.Ltd(000070) 327821x9
E-mail [email protected].
Wind power generation equipment, steel structure,
