Stock abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775) Stock Code: 002775 Shenzhen Wenke Landscape Co.Ltd(002775)
Plan for non-public offering of a shares
December, 2001
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate, complete and timely, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities. 2. After the completion of this non-public offering of shares, 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 this non-public offering of shares.
3. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, accountants or other professional advisers if they have any questions.
5. 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 shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
The words or abbreviations in this part have the same meanings as those in the “interpretation” of this plan.
1. The company’s non-public offering of A-Shares has been deliberated and adopted at the 15th meeting of the Fourth Board of directors. The independent directors of the company expressed their prior approval opinions and independent opinions on the transaction. 2. According to relevant laws and regulations, the procedures to be performed by the listed company for this non-public offering of A-Shares include the matters related to this non-public offering and the exemption of Foshan construction investment from issuing an offer, which have been deliberated and approved by the general meeting of shareholders of the company; The state anti monopoly bureau issues approval or consent or issue a decision not to conduct further examination on the concentration of business operators involved in this transaction; Have the right to approve the non-public offering by the state-owned assets supervision and administration department; The CSRC approved the non-public offering.
3. The object of this non-public offering of A-Shares is Foshan construction investment. On December 22, 2021, Foshan Construction Investment Co., Ltd. and the company signed a conditional share subscription agreement.
4. This non-public offering will constitute a connected transaction. According to the measures for the administration of securities issuance by listed companies issued by the CSRC The detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and the relevant provisions of the articles of association of the company reviewed the proposal on non-public offering of A-Shares at the board of directors of the company And other related proposals shall be voted by non related directors, and the independent directors shall issue prior approval opinions and independent opinions on the proposals related to the transaction; When relevant proposals are submitted to the general meeting of shareholders for deliberation, related shareholders will avoid voting.
5. The issue price is 2.92 yuan / share. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 15th meeting of the Fourth Board of directors of the company. The issuing 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 (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading amount of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading amount of the company’s shares in the 20 trading days before the pricing benchmark date). If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the period from the pricing benchmark date to the issuance date, the issuance price of this non-public offering shall be The grid will be adjusted accordingly.
6、 The number of shares in this non-public offering shall not exceed 100000000 shares (including this number), which does not exceed 30% of the total share capital before this offering. Within the above scope, the final number of shares issued in this non-public offering will be determined according to the number of shares issued specified in the approval document of the CSRC after the company obtains the approval document of the CSRC on this non-public offering. If the company’s shares have dividends, shares and capital from the pricing base date to the issuance date In case of ex right and ex interest matters such as the conversion of the accumulation fund into share capital, the issuance quantity of this non-public offering will be adjusted accordingly.
7. The shares of this non-public offering shall not be transferred within 36 months from the date of listing. During the above-mentioned share restriction period, the shares derived from the shares subscribed by the issuing object due to the company’s share distribution, conversion of capital reserve into share capital and other matters shall also comply with the above-mentioned share restriction arrangement.
8. The total amount of funds raised from the non-public offering of shares is expected to be no more than 292 million yuan. The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
9. As of the date of issuance of this plan, the subscription object Foshan construction investment does not hold shares of the company. On December 22, 2021, Foshan construction investment signed the share transfer agreement with Zhao Wenfeng, liberal arts holdings and Li Congwen, and Foshan construction investment signed the voting right entrustment agreement with liberal arts holdings, Foshan construction investment intends to transfer 30950400 shares of the listed company held by Zhao Wenfeng (accounting for about 6.04% of the total shares of the listed company) and 86986022 shares of the listed company held by liberal arts Holdings (accounting for about 16.96% of the total shares of the listed company) through agreement, with a total of 117936422 shares of the listed company (accounting for about 23.00% of the total shares of the listed company). From the date of completion of the share transfer, liberal arts holdings will transfer its remaining 19509978 shares (accounting for about 3.80% of the total shares of the listed company), all the voting rights are entrusted to Foshan construction investment. After the agreement transfer and voting rights entrustment are completed, the proportion of voting rights of the listed company owned by Foshan construction investment will reach 26.80%, and Foshan construction investment will realize the control of the listed company. The controlling shareholders of the listed company will be changed from Li Congwen and Zhao Wenfeng to Foshan construction investment, which is the actual investment of the listed company The controller will be changed from Li Congwen and Zhao Wenfeng to Foshan SASAC. After Foshan construction investment obtained the control of the listed company, its participation in this offering will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the company’s equity distribution not meeting the listing conditions.
10. In order to further enhance the transparency of the company’s cash dividends and continuously improve the decision-making procedures and mechanisms of the board of directors and the general meeting of shareholders on the company’s profit distribution, According to 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) of the CSRC, the board of directors and the general meeting of shareholders of the company have considered and adopted the shareholder return plan for the Shenzhen Wenke Landscape Co.Ltd(002775) next three years (2021-2023) 。 See “section VI profit distribution policy and implementation of the company” for details of the company’s dividend policy and dividend situation, and draw the attention of the majority of investors.
11、 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 (announcement [2015] No. 31 of China Securities Regulatory Commission) requires that in order to protect the interests of small and medium-sized investors, this plan has carefully analyzed the risk of dilution of the company’s immediate return by this issuance in “Section VII statements and commitments of the board of directors related to this issuance”, and fully disclosed the measures to be taken for investors’ attention.
The company hereby reminds investors to pay attention to the risk of diluting the immediate return of shareholders in this non-public offering. Although the company has formulated the measures to fill the return, and the controlling shareholders, actual controllers, directors and senior managers of the company have made relevant commitments on the practical implementation of the measures to fill the immediate return, the measures to fill the return do not guarantee the future profits of the company. Investors should not make investment decisions accordingly; The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors to investment risks.
12. After the transfer of this agreement, the entrustment of voting rights and the completion of this non-public offering of shares, without considering the change in the number of share capital caused by other factors such as the conversion of convertible bonds into shares, according to the issuance ceiling, the shareholding proportion of Foshan construction investment will exceed 30%, which will trigger the tender offer. Foshan construction investment has promised not to transfer the new shares issued to it within 3 years. The board of directors of the company will request the general meeting of shareholders to agree that Foshan construction investment is exempt from issuing a takeover offer.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation eight
Section I summary of this non-public offering of A-Shares ten
1、 Basic information of the issuer ten
2、 Background and purpose of this non-public offering ten
3、 Issuing object and its relationship with the company thirteen
4、 Summary of the plan for this non-public offering of shares fourteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company’s control sixteen
7、 The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section II basic information of issuing objects eighteen
1、 Basic information of Foshan construction investment eighteen
2、 Ownership structure and control relationship eighteen
3、 Main business in the last three years nineteen
4、 Brief financial data of the last year and the first period 19 v. litigation and punishment of Foshan construction investment and its directors, supervisors and senior managers in the past five years
…… nineteen
6、 Horizontal competition and related party transactions after the completion of this offering nineteen
7、 Major transactions within 24 months before the disclosure of this plan twenty
8、 The source of funds for this subscription is twenty
9、 Explanation on Exempting Foshan construction investment from tender offer 20 section III summary of share subscription agreement twenty-one
1、 Agreement subject, signing time twenty-one
2、 The number, subscription price and subscription method of this non-public offering twenty-one
3、 Payment method twenty-two
4、 Restricted period twenty-two
5、 Conditions and time of effectiveness of the agreement twenty-three
6、 Liability for breach of contract Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-four
1、 Overview of the use of funds raised by this non-public offering of shares twenty-four
2、 Feasibility analysis on the use of the raised funds twenty-four
3、 The impact of this issuance on the company’s operation, management and financial status twenty-four
4、 Conclusion on the feasibility of using the funds raised by this non-public offering Section V discussion and analysis of the board of directors on the impact of this issuance on the company 26 I. impact of this offering on the company’s business and assets, articles of association, shareholder structure, senior management structure and business
Impact of business income structure twenty-six
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 27 III. business relationship and management relationship between the company and major shareholders and their affiliates after the issuance
Changes in related party transactions and horizontal competition twenty-eight
4、 Occupation and guarantee of the company’s funds and assets after the issuance twenty-nine
5、 Changes in the company’s debt level after the issuance twenty-nine
6、 Description of risks related to this stock issuance Section VI profit distribution policy and implementation of the company thirty-two
1、 The company’s profit distribution policy thirty-two
2、 Profit distribution and use of undistributed profits of the company in the last three years thirty-four
3、 Shareholder return plan for the next three years 35 Section VII statements and commitments of the board of directors related to this offering 39 I. statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering
…… thirty-nine
2、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators thirty-nine
3、 The company’s risk tips on the diluted immediate return of this non-public offering 41 IV. necessity and rationality of this non-public offering and correlation between the raised investment project and the company’s existing business
analysis…… forty-two
5、 Filling measures for diluting the immediate return of this issuance forty-two
6、 Commitments issued by relevant entities forty-three
interpretation
Unless the context otherwise requires, the following abbreviations have the following specific meanings: issuer, Shenzhen Wenke Landscape Co.Ltd(002775) , public index Shenzhen Wenke Landscape Co.Ltd(002775) , listed on Shenzhen Stock Exchange, stock agent or listed company code: 002775 SZ
Foshan construction investment and controlling shareholder refer to the issuance, current issuance and current issuance of A-Shares by Foshan Construction Development Investment Co., Ltd. to specific non-public development banks in the form of non-public offering
This agreement transfer and agreement transfer refer to the transfer of 23.00% shares of the listed company held by Ms. Zhao Wenfeng and liberal arts holdings by Foshan construction investment through agreement transfer
Voting right entrustment means that after the agreement transfer is completed, liberal arts holdings entrusts the voting right corresponding to 3.8% of the shares of the listed company to Foshan construction investment
Arts holding refers to Shenzhen arts Holding Co., Ltd
Foshan SASAC refers to the state owned assets supervision and Administration Commission of Foshan Municipal People’s government
Distribution scheme
