Securities abbreviation: Pony Testing International Group Co.Ltd(300887) securities code: 300887 Pony Testing International Group Co.Ltd(300887)
Pony Testing International Group Co., LTD.
(101, floor 5, building 1, yard 66, Jindai Road, Haidian District, Beijing)
Plan for issuing shares to specific objects on GEM (Second Revision)
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 and complete, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the requirements of laws, regulations and normative documents such as 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, approval 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 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. The stock issuance plan to specific objects has been deliberated and approved at the 25th meeting of the Fourth Board of directors, the fourth extraordinary general meeting in 2021, the 28th meeting of the Fourth Board of directors and the 29th meeting of the Fourth Board of directors. It can be implemented only after it is reviewed and approved by Shenzhen stock exchange and approved and registered by CSRC.
2、 This issue is aimed at no more than 35 persons (including 35) legal persons, natural persons or other legal investment organizations that meet the conditions stipulated by the CSRC. If securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors subscribe with more than two products under their management, they shall be regarded as one issuing object; trust companies, as issuing objects, can only subscribe with their own funds.
The final issuing object shall be authorized by the general meeting of shareholders of the company. After obtaining the consent of the CSRC for registration, the board of directors shall, in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange, It shall be determined through negotiation with the sponsor (lead underwriter) according to the bidding results. The shares are issued to specific objects this time. All issuing objects subscribe for the shares issued this time in cash. 3. The pricing benchmark date of this issuance is the first day of the issuance period.
The issue price of the shares to be issued to specific objects shall not be lower than the issue reserve price, that is, not lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the first day of the issuance period = total stock trading volume in the 20 trading days before the first day of the issuance period / total stock trading volume in the 20 trading days before the first day of the issuance period.
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 pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this issuance to specific objects will be adjusted accordingly.
The final issue price shall be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange after the issuance is approved and registered by the CSRC in accordance with the authorization of the general meeting of shareholders.
4. The number of shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price, and the number of shares issued this time shall not exceed 30% of the total share capital of the company before this issue, That is, 41106171 shares (including this number). After the issuance is approved and registered by the CSRC, the board of directors of the company shall negotiate 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.
If the company’s shares are distributed from the resolution date of the board of directors to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued to specific objects will be adjusted accordingly.
5. The shares subscribed by the issuing object of this issuance 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 end of this offering, the shares of the company increased by the issuing object due to bonus shares from the company and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the end of the restricted sale period, the reduction of the issued shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
6. After the issuance of shares to specific objects is completed, the new and old shareholders of the company shall jointly share the accumulated undistributed profits before the issuance of shares to specific objects according to the shareholding ratio after the issuance.
7. The total amount of funds raised by this issuance to specific objects does not exceed 1239752500 yuan (including this amount), which will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 Pony Testing International Group Co.Ltd(300887) Group Shandong headquarters building and R & D 52000.005862.25 Testing Center Project
2 puni northwest headquarters building (Xi’an) project 46113.0046113.00
3. Supplementary working capital 27000.0027000.00
Total 125113.00123975.25
Before the funds raised in this offering are in place, the company will invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, within the scope of the investment projects of the raised funds in this issuance, the company will adjust and finally determine the specific investment projects, sequence and specific investment amount of each project according to the actual amount of the raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
8. After the issuance of shares to specific objects is completed, the controlling shareholders and actual controllers of the company will not change, and the equity distribution of the company will not meet the listing conditions.
9、 In accordance with the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37), guidance on supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) and other relevant laws and regulations, normative documents and the articles of association of the company, this plan is formulated “Section IV profit distribution policy and implementation of the company” explains the company’s current profit distribution policy, the company’s profit distribution in recent three years and the company’s shareholder return plan for the next three years, which is brought to the attention of the majority of investors.
10. According to the guidance on matters related to diluted immediate return of initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, the company has analyzed whether to dilute the immediate return of this offering. See “section V statement and commitment of the board of directors related to this offering” in this plan for details.
The company hereby reminds investors that the assumption of net profit in this plan does not constitute a profit forecast for the company, and 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. Draw the attention of investors to investment risks.
catalogue
The company declares that 1 catalog 5 interpretation Section 1 Summary of the stock issuance scheme to specific objects nine
1、 Basic information of the issuer nine
2、 Background and purpose of this release to specific objects ten
3、 Issuing object and its relationship with the company fifteen
4、 Overview of the plan for issuing A-Shares to specific objects seventeen
5、 Whether this issuance constitutes a connected transaction twenty
6、 Does this issuance lead to changes in the company’s control twenty
7、 Whether the implementation of issuing shares to specific objects may lead to the equity distribution not meeting the listing conditions twenty
8、 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 twenty-two
1、 The use plan of the raised funds issued to specific objects twenty-two
2、 Necessity and feasibility analysis of the project invested by the raised funds twenty-two
3、 Overview of the fund-raising project twenty-five
4、 The impact of this issuance on the company’s operation, management and financial status thirty-two
5、 Conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 33 I. Changes in the company’s business and assets, articles of association, shareholder structure, senior management structure and business structure after the issuance
Dynamic situation thirty-three
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 34 III. business relationship, management relationship, related party transactions and horizontal competition between the listed company and the controlling shareholders and their affiliates
And other changes 34 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or
The company provides guarantee for the controlling shareholder and its affiliates thirty-four
5、 The impact of this offering on the debt structure of listed companies thirty-five
6、 Risk description related to this issuance thirty-five
Section IV profit distribution policy and implementation of the company thirty-nine
1、 The company’s profit distribution policy thirty-nine
2、 Cash dividends of the company in recent three years forty-one
3、 Use arrangement of undistributed profits of the company in recent three years forty-one
4、 Dividend return plan for shareholders in the next three years (2021-2023)…… 41
Section V statements and commitments of the board of directors related to this offering forty-six
1、 Statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering forty-six
2、 The impact of the diluted immediate return issued to specific objects on the company’s main financial indicators forty-six
3、 Special risk tips on this issuance of diluted immediate return to specific objects forty-nine
4、 The main measures taken by the company to issue diluted immediate returns to specific objects forty-nine
5、 Commitments of directors, senior managers, controlling shareholders and actual controllers of the company fifty
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: Pony Testing International Group Co.Ltd(300887) , Boni group, the company, the company and the issuer
Purui Hengxiang refers to Beijing Purui Hengxiang Technology Development Center (limited partnership), which is the shareholder of the company
Putai Zhongrui refers to Beijing Putai Zhongrui Technology Development Center (limited partnership), which is the shareholder of the company
General meeting means Pony Testing International Group Co.Ltd(300887) general meeting of shareholders
Board of directors means the Pony Testing International Group Co.Ltd(300887) board of directors
Board of supervisors means the Pony Testing International Group Co.Ltd(300887) board of supervisors
AQSIQ refers to the General Administration of quality supervision, inspection and quarantine
CNCA refers to the national certification and Accreditation Administration
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
A share refers to RMB ordinary shares
This plan refers to the plan for issuing shares to specific objects on the Pony Testing International Group Co.Ltd(300887) gem (Second Revision)
This issue of Pony Testing International Group Co.Ltd(300887) to specific objects intends to issue shares to specific objects / this issue refers to the act of issuing no more than 41106171 (including this number) A-Shares to more than 35 (including this number) specific investors
The pricing base date refers to the first day of the issuance period
Articles of association means the Pony Testing International Group Co.Ltd(300887) articles of association
The Company Law refers to the people’s Republic of China
