Name of listed company: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) stock abbreviation: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) listing place: Shenzhen Stock Exchange Stock Code: Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) 2020 plan for issuing A-Shares to specific objects (three revised drafts)
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, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of this plan.
2. This plan is prepared in accordance with the company law of the people's Republic of China, 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 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 described in this plan do not represent the substantive judgment, confirmation and approval of the approval authority on the matters related to this issuance. 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 approval authority.
hot tip
1. Matters related to the issuance of shares to specific objects have been deliberated and adopted at the 38th meeting of the Fourth Board of directors, the first extraordinary general meeting in 2021, the third meeting of the Fifth Board of directors, the sixth meeting of the Fifth Board of directors and the ninth meeting of the Fifth Board of directors. The stock issuance plan to specific objects needs to be submitted to the Shenzhen stock exchange for approval and approved by the CSRC for registration before implementation.
2. There are no more than 35 (including 35) issuers of shares to specific objects this time. They are securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other qualified investors 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.
After the approval of the plan by the board of directors of the issuer and the approval of the approval of the board of directors of the issuer in accordance with the provisions of the registration plan of the China Securities Regulatory Commission, the final approval of the issuer shall be obtained by the board of directors of the issuer in accordance with the provisions of the CSRC. 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. The issuing objects of the shares issued to specific objects subscribe for the shares issued in cash. 3. The pricing benchmark date of this issuance of shares to specific objects is the first day of the issuance period, and the issuance price is not less than 80% of the average price of the company's shares on the 20 trading days before the pricing benchmark date (the average price of stock transactions on the 20 trading days before the pricing benchmark date = the total amount of stock transactions on the 20 trading days before the benchmark date / the total amount of stock transactions on the 20 trading days before the pricing benchmark date).
If national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of issuing shares to specific objects, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on from the pricing benchmark date of this issuance of shares to specific objects to the issuance date, the issuance price shall be adjusted accordingly.
The final issue price of this offering 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 provisions of the CSRC after the issuance of shares to specific objects is reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders.
4. The number of shares issued to specific objects this time shall not exceed 139320354 shares (including this number), the upper limit of the number of shares issued shall not exceed 30% of the total share capital before this issuance, and the total amount of funds to be raised shall not exceed 1031128800 yuan (including this number). 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 by the Shenzhen Stock Exchange and approved by the CSRC.
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation from the pricing benchmark date of this issuance of shares to specific objects to the issuance date, the number of shares issued this time will be adjusted accordingly.
5. The total amount of funds raised from the company's issuance of shares to specific objects this time does not exceed 10311288 million yuan (including this amount). After deducting the issuance expenses, the funds raised are intended to be used for the following projects:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 RF module chip R & D and industrialization project 109071498158619
2. Supplementary working capital 2152669
Total 1305981810311288
Before the raised funds are in place, the company can invest in advance through self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place. The part of the amount of raised funds to be invested in the investment project with raised funds less than the total investment of the project will be solved by the company with its own funds or self raised funds; After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
6. After the completion of this issuance of shares to specific objects, the shares subscribed by the issuing objects 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 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 restricted sale period. After the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities. If the national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the sales restriction period of shares issued to specific objects, the company will adjust accordingly according to the latest provisions or regulatory opinions.
7. After the completion of this issuance of shares to specific objects, the equity distribution of the company will change. After the application for this issuance is approved, the board of directors and the sponsor (lead underwriter) of this issuance will determine the issuance quantity and investors according to the actual subscription, so as to avoid situations that may lead to the change of control of the company. This offering will not result in the company not meeting the listing conditions.
8. The accumulated undistributed profits of the company before the issuance of shares to specific objects shall be newly distributed after the completion of the issuance
9. In accordance with the provisions and requirements of relevant laws, regulations and normative documents such as 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 (zjf announcement [2013] No. 43) issued by the CSRC, as well as the provisions of the articles of association, The board of directors of the company formulated the shareholder return plan for Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) next three years (20212023) in combination with the actual situation of the company, its development stage, shareholders' requirements and wishes, social capital cost and external financing environment, which was deliberated and adopted at the 3rd and 18th meetings of the 4th board of directors of the company.
10. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) require that in order to protect the interests of small and medium-sized investors, The plan has explained in "section VI statement and commitment of the board of directors related to this issuance" the details of "diluted immediate return of this issuance of shares to specific objects, measures taken and relevant subject commitments".
The company reminds investors to pay attention to the measures for filling returns formulated by the company in this plan, which does not guarantee the company's future profits. Please pay attention to the investment risks.
catalogue
The issuer declares that 2 special tips 3 interpretation 8 I. General terms 8 II. Professional terms Section 1 Summary of the stock issuance scheme to specific objects 10 I. Basic information of the issuer 10 II. Background and purpose of this issuance of shares to specific objects 10 III. summary of the share issuance scheme to specific objects 16 IV. whether the issuance of shares constitutes a connected transaction 19 v. does this issuance lead to changes in the company's control 19 VI. whether the implementation of the stock issuance plan to specific objects may lead to the equity distribution not meeting the listing conditions 19 VII. The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds 21 I. The investment plan of the raised funds 21 II. Overview of the investment project of the raised funds 21 III. The impact of this issuance on the company's operation and management and financial status Section III discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. Changes in the company's business and asset integration plan, articles of association, shareholder structure, senior management structure and business structure after the issuance 27 II. Changes in the company's financial position, profitability and cash flow after the issuance 28 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates after the issuance 29 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates 29 v. whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost Section IV risks related to this offering 30 I. risks in the use of raised funds thirty
2、 Market risk 30 III. business and operational risks 32 IV. risk of goodwill impairment 33 v. risk of dilution of earnings per share and return on net assets 33 VI. operating risks caused by changes in the external environment such as covid-19 pneumonia 33 VII. Approval risk of this issuance 34 VIII. Risk of stock market price fluctuation Section V profit distribution policy and its implementation 35 I. profit distribution policy of the company 35 II. Profit distribution in the last three years 36 III. use of undistributed profits 37 IV. shareholder return plan for the next three years (20212023) 37 section VI statements and commitments of the board of directors related to this offering 40 I. statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering 40 II. Diluted immediate return of the shares issued this time, measures taken and relevant commitments of the main body forty
interpretation
Unless otherwise specified, the following abbreviations have the following specific meanings:
1、 The common terms issuer, Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) , public refer to Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) company and the company
Issuance to specific objects, this Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) this issuance of A-Shares to specific objects, this issuance of stocks to specific objects and listing on GEM
The articles of association refers to the Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) articles of association
Board of directors means the board of directors of Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) company
General meeting of shareholders refers to the general meeting of Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) shareholders
Xinhuikai refers to xinhuikai Technology (Shenzhen) Co., Ltd. and its subsidiaries
New vision display, Inc., a subsidiary of new vision display, Inc
Jingwei Zhengneng refers to Tianjin Jingwei Zhengneng Electrical Equipment Co., Ltd., which is a holding subsidiary of Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) and Tianjin Jingwei Huikai Optoelectronic Co.Ltd(300120) holds 50.62% of its equity
Bo
