Securities code: Konfoong Materials International Co.Ltd(300666) securities abbreviation: Konfoong Materials International Co.Ltd(300666) Announcement No.: 2022030 bond Code: 123123 bond abbreviation: Jiangfeng convertible bond
Konfoong Materials International Co.Ltd(300666)
Plan for issuing shares to specific objects
(Revised Version)
March 2022
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the announcement 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 GEM (for Trial Implementation).
3. After the issuance of shares to specific objects is completed, the company shall be responsible for the changes of 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 mentioned in this plan do not represent the substantive judgment, confirmation and approval of the approval authority on 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 are yet to be approved or registered by the relevant examination and approval authorities.
hot tip
1、 The issues related to the issuance of shares to specific objects have been deliberated and adopted at the 14th meeting of the third board of directors and the 19th meeting of the third board of directors of the company. The issuance plan of the company can only be implemented after it is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC.
2、 The issuing objects of this issuance are no more than 35 legal persons, natural persons or other legal investment organizations that meet the conditions specified by the CSRC, including the controlling shareholder Mr. Yao Lijun. 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.
Mr. Yao Lijun subscribed for the shares of the company issued this time with no less than 50 million yuan and no more than 100 million yuan, and other shares were subscribed by other issuers of this issue.
In addition to Mr. Yao Lijun, the final issuing object shall be authorized by the general meeting of shareholders of the company. After obtaining the registration approval of the CSRC, the board of directors and the sponsor (lead underwriter) shall reasonably determine the issuing object according to the purchase quotation of the issuing object and the principle of price priority in accordance with the provisions of relevant laws, administrative regulations, departmental rules and normative documents. 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.
All issuers of shares issued to specific objects this time are subscribed in cash.
3、 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, and shall not be lower than the par value of each share. 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.
In case of ex right and ex interest matters such as cash dividends, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance base price will be adjusted accordingly.
The final issue price of this offering will be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, administrative regulations, rules and normative documents after the company’s application for this offering is reviewed and approved by Shenzhen Stock Exchange and the decision of consent to registration made by the CSRC, It shall be determined through negotiation according to the subscription quotation of investors.
Mr. Yao Lijun does not participate in the bidding process of this issuance, accepts the bidding results of other issuing objects, and subscribes for the shares issued by the company at the same price as other issuing objects.
If the issuing price of this issue cannot be generated through bidding, Mr. Yao Lijun will continue to participate in the subscription of the shares issued this time and subscribe for the shares issued this time at the bottom price of this issue (i.e. 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date).
4、 The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital of the company before this issue, that is, no more than 68174916 shares. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission. During the period from the announcement date of the resolution of the board of directors (i.e. the announcement date of the resolution of the 14th meeting of the third board of directors) to the issuance date, if the company changes its shares due to bonus shares, conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation, the upper limit of the number of shares issued will be adjusted accordingly. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
5、 The shares subscribed by Mr. Yao Lijun shall not be transferred within 18 months from the date of issuance, and the shares subscribed by other issuers shall not be transferred within 6 months from the date of issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
The shares acquired by the object of this issuance and derived from the shares issued by the company in the form of distribution of stock dividends and conversion of capital reserve into share capital shall also comply with the above arrangement of share restriction period. After the end of the restricted sale period, if the issuing object reduces the shares it has subscribed for, it shall also comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, etc. 6、 The total amount of funds raised (including issuance expenses) for this issuance of shares to specific objects shall not exceed 165.1 million yuan (including this amount). After deducting the financial investment factor of 1.5 million yuan from the total amount of funds raised, the total amount of funds raised (including issuance expenses) for this issuance of shares to specific objects shall not exceed 165 million yuan (including this amount), After deducting the issuance expenses, it is proposed to use it all for the following items:
No. project name total investment amount (ten thousand yuan of proposed raised funds) amount (ten thousand yuan)
No. project name total investment amount (ten thousand yuan of proposed raised funds) amount (ten thousand yuan)
1 Ningbo Konfoong Materials International Co.Ltd(300666) annual output of 52000 VLSI 100867127813900 ultra high purity metal sputtering target industrialization project
2. Industrialization project of super 40783183169610 high purity metal sputtering target with an annual output of 18000 VLSI in Haining, Zhejiang Province
3 construction project of Ningbo Konfoong Materials International Co.Ltd(300666) semiconductor material R & D center 719260719260
4. Supplement of working capital and repayment of borrowings 4797230
Total 1968152016500000
After the board of directors deliberates and approves the issuance plan and before the raised funds are in place, the board of directors of the company can choose the opportunity to invest in the raised projects with self raised funds according to the market conditions and its own reality, and replace them after the raised funds are in place.
If the actual net amount of raised funds after deducting the issuance expenses is lower than the amount of raised funds to be used, the company will solve it through its own funds, bank loans or other means.
7、 After the completion of this offering, the accumulated undistributed profits of the company before this offering shall be shared by the new and old shareholders after this offering according to the shareholding ratio. In accordance with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) and the relevant provisions of the articles of association of the company, the company has formulated the shareholder dividend return plan for the next three years (20212023). For the formulation and implementation of the company’s profit distribution and cash dividend policies and the use arrangement of undistributed profits, please refer to “section V company’s profit distribution policies and implementation” and draw the attention of investors.
8、 This issuance of shares to specific objects does not constitute a major asset reorganization, will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the situation that the company’s equity distribution does not meet the listing conditions. 9、 According to the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, the company analyzed the impact of the issue of shares to specific objects on the dilution of immediate return and put forward specific measures to fill the return, Relevant entities have made commitments to the effective implementation of the company’s compensation and return measures. See “section VI statement and commitment of the board of directors related to this issuance” in this plan for relevant information. Proposals on relevant measures and commitments have been deliberated and adopted at the 14th meeting of the third board of directors and the 19th meeting of the third board of directors, and need to be deliberated and approved by the general meeting of shareholders of the company.
The company reminds investors to pay attention to the hypothetical analysis of the company’s earnings per share in this plan, which does not constitute a profit forecast for the company. The company’s formulation of filling return measures does not guarantee the company’s future profits. Investors should not make investment decisions accordingly; The company shall not be liable for any loss caused by the investor’s investment decision. Please pay attention to investment risks.
10、 The board of directors specially reminds investors to carefully read the relevant contents of “VI. risk statement related to this issuance” in “section IV discussion and analysis of the impact of this issuance on the company by the board of directors” of this plan, and pay attention to investment risks.
catalogue
Special tips 3 catalog 7 interpretation Section 1 Summary of the stock issuance plan eleven
1、 Basic information of the issuer eleven
2、 Background and purpose of this offering eleven
3、 Issuing object and its relationship with the company thirteen
4、 Summary of this offering plan fourteen
5、 Whether this issuance constitutes a connected transaction seventeen
6、 Does this issuance lead to changes in the company’s control eighteen
7、 The approval procedure for this issuance eighteen
8、 Whether the implementation of this offering may lead to the company’s equity distribution not meeting the listing conditions Section 2 basic information of the issuing object twenty
1、 Basic information of the issuing object twenty
2、 Summary of the conditional share subscription contract Section III feasibility analysis of the board of directors on the use of the funds raised in this issuance twenty-seven
1、 The use plan of the raised funds twenty-seven
2、 Details of the use of the raised funds twenty-eight
3、 Necessity and feasibility analysis of the use of the raised funds thirty
(I) necessity of project implementation thirty
(II) feasibility of project implementation thirty-two
4、 The impact of the use of the raised funds on the operation, management and financial situation of the company thirty-five
4、 The feasibility analysis conclusion of the project invested by the raised funds Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 36 I. business and asset integration plan, articles of association, shareholder structure and senior executives of the company after the issuance
Changes in structure and business structure thirty-six
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 37 III. business and management relations between the company and its controlling shareholders, actual controllers and their affiliates
Changes in related party transactions and horizontal competition 37 IV. after the issuance, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates
Or providing guarantee for the controlling shareholder and its affiliates 38 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 thirty-nine
6、 Risk description related to this issuance Section V profit distribution policy and implementation of the company forty-four
1、 Company profit distribution policy
