Guangdong Chaohua Technology Co.Ltd(002288)
Plan for non-public offering of A-Shares in 2021
December, 2001
Company statement
The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities.
After the completion of the non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares.
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.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
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 this non-public offering of a shares. The effectiveness and completion of the matters related to this non-public offering 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. This non-public offering complies with the provisions of laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the issuance management measures and the implementation rules, and the company has all the conditions for non-public offering of shares.
2. After the non-public offering plan was deliberated and adopted at the eighth meeting of the sixth board of directors of the company, according to the provisions of relevant laws and regulations, the non-public offering still needs to be deliberated and approved by the general meeting of shareholders of the company (the time of the general meeting will be notified separately) and approved by the CSRC before implementation.
3. The object of this non-public offering is Shenzhen Changxuan Technology Co., Ltd., which is controlled by Mr. Liang Jianfeng, one of the actual controllers of the company. The issuing object will subscribe for the shares of this non-public offering in cash through its own funds and self raised funds. The issuance object of this non-public offering is the company’s related parties. When the board of directors of the company reviews the proposals related to this non-public offering, the related directors have avoided voting. When the general meeting of shareholders of the company reviews the proposals related to this non-public offering, the related shareholders will avoid voting on the relevant proposals.
4、 The pricing benchmark date of the non-public offering is the resolution date of the eighth meeting of the sixth board of directors (December 14, 2021). The issuing price of the non-public offering is 7.22 yuan / share, which is not lower than the average trading price of the company’s shares in the twenty trading days before the pricing benchmark date (i.e. 9.02 yuan / share, the average stock trading price in the 20 trading days before the pricing base date = the total stock trading volume in the 20 trading days before the pricing base date / the total stock trading volume in the 20 trading days before the pricing base date).
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 from the announcement date of the resolution of the board of directors to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
5. The number of shares in this non-public offering shall not exceed 100000000 shares.
If the company’s shares are ex right and ex dividend from the pricing benchmark date to the issuance date, the number of shares issued this time will be adjusted accordingly.
6. The shares subscribed by the issuing object shall not be transferred within 18 months from the end of this non-public offering, and the self owned shares of Mr. Liang Jianfeng and Mr. Liang Junfeng, the actual controllers of the company, shall not be transferred within 18 months from the end of this non-public offering. If there are other provisions on the sales restriction period in laws and regulations, such provisions shall prevail.
7. The total amount of funds raised in this non-public offering is no more than 722 million yuan. After deducting the issuance expenses, all of them will be used for the company to repay bank loans and supplement working capital, so as to optimize the company’s asset liability structure, improve asset quality, reduce financial risks and improve financial situation.
8. This non-public offering will not lead to changes in the company’s controlling shareholders and actual controllers, nor will it lead to the company’s equity distribution not meeting the listing conditions.
9. The validity of the resolution on non-public offering of shares to specific objects is within 12 months from the date when the proposal is submitted to the general meeting of shareholders for deliberation and adoption. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
10. The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance.
11. According to the requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association clearly stipulates the company’s profit distribution policy. For the company’s profit distribution policy and implementation, please refer to “section VI profit distribution policy and implementation” of this plan.
12、 According to the 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 issuance, refinancing and dilution of immediate return for major asset restructuring (zjf [2015] No. 51) and other requirements. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate return in combination with the latest situation. For details, see “Section VII dilution of immediate return and measures to fill in the feedback” of this plan 。 The specific measures to cover the risk that the immediate return is diluted do not guarantee the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation. Draw the attention of investors.
catalogue
Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 Issuing object and its relationship with the company eleven
4、 Summary of the non-public offering plan twelve
5、 Whether this issuance constitutes a connected transaction thirteen
6、 Does this issuance lead to changes in the company’s control VII. The issuance plan has been approved by relevant competent authorities and needs to be submitted for approval
Your program fourteen
Section II basic information of issuing objects fifteen
1、 Basic information fifteen
2、 Equity control relationship fifteen
3、 Main business in the last three years fifteen
4、 Brief financial statements for the most recent year (Unaudited)…… 16
5、 Punishment, litigation and other relevant information of the issuer and its main principals in the last five years 16 VI. horizontal competition and related party transactions between the issuing object and the listed company after this issuance 16 VII. Major transactions between the issuing object and the company 24 months before the announcement of the issuance plan 16
8、 Sources of funds for this subscription sixteen
Section III summary of the conditional share subscription contract seventeen
1、 Subject of agreement seventeen
2、 Subscription object, subscription amount, subscription method seventeen
3、 Subscription price seventeen
4、 Number of subscriptions seventeen
5、 Restricted period eighteen
6、 Payment of subscription price eighteen
7、 Liability for breach of contract eighteen
8、 Effective time and conditions of the contract eighteen
Section IV feasibility analysis of the board of directors on the use of the raised funds nineteen
1、 The use plan of the funds raised in this non-public offering nineteen
2、 Analysis on the necessity of using the raised funds nineteen
3、 Feasibility analysis on the use of raised funds nineteen
4、 The impact of this non-public offering on the company’s operation, management and financial situation twenty
5、 Feasibility conclusion of this non-public offering twenty
Section V discussion and analysis of the board of directors on the impact of this issuance on the company 22 I. business and assets of the company, articles of association, shareholder structure, senior management structure
Changes in business structure 22 II. Changes in the company’s financial position, profitability and cash flow after the issuance 22 III. business relationship, management relationship and connected transactions between the company and its controlling shareholders and their affiliates
And horizontal competition 23 IV. after the completion of this offering, does the listed company have any capital, assets, controlled shareholders and their related shareholders
Occupied by associates, or the company provides guarantee for the controlling shareholder and its affiliates 23 v. whether the company’s debt structure is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether the proportion of liabilities is too low and the financial cost is unreasonable
6、 Description of risks related to this issuance twenty-four
Section VI profit distribution policy and implementation of the company twenty-seven
1、 The company’s profit distribution policy twenty-seven
2、 Profit distribution and use of undistributed profits of the company in the last three years thirty
3、 The company’s shareholder return plan for the next three years thirty
Section VII description of diluted immediate return and filling measures of this non-public offering thirty-five
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators 35 II. Necessity and rationality of the funds raised in this offering and its relevance to the company’s existing business
Analyze thirty-seven
3、 Measures taken to dilute the immediate return of this non-public offering 38 IV. the company’s controlling shareholders, actual controllers, directors and senior managers
Report on the commitment that the measures can be effectively implemented thirty-nine
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
The company, the company, the issuer, Guangdong Chaohua Technology Co.Ltd(002288) refers to Guangdong Chaohua Technology Co.Ltd(002288)
This plan refers to the plan for Guangdong Chaohua Technology Co.Ltd(002288) non public Development Bank A shares
This non-public offering of A-Shares and this non-public offering refers to the act of Guangdong Chaohua Technology Co.Ltd(002288) issuing shares to Shenzhen, this non-public offering and this issue of ordinary shares (A shares) of Changxuan Technology Co., Ltd. in the form of non-public offering of shares
Actual controllers of the company refer to Mr. Liang Jianfeng and Mr. Liang Junfeng
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The administrative measures and the issuance Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
The articles of association and the articles of association refer to the Guangdong Chaohua Technology Co.Ltd(002288) articles of association
General meeting means Guangdong Chaohua Technology Co.Ltd(002288) general meeting of shareholders
Board of directors means the Guangdong Chaohua Technology Co.Ltd(002288) board of directors
Board of supervisors means the Guangdong Chaohua Technology Co.Ltd(002288) board of supervisors
The last three years refer to 2018, 2019 and 2020
The last three years, the first period and the reporting period refer to 2018, 2019, 2020 and January September 2021
Trading day refers to the business day of Shenzhen Stock Exchange
Legal holidays or rest days refer to the people’s Republic of China
