Securities code: Anhui Zhongyuan New Materials Co.Ltd(603527) securities abbreviation: Anhui Zhongyuan New Materials Co.Ltd(603527) Announcement No.: 2022009 Anhui Zhongyuan New Materials Co.Ltd(603527)
（ANHUI ZHONGYUAN NEW MATERIALS CO.,LTD.）
Plan for non-public offering of A-Shares in 2022
March, 2002
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. 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 investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on this non-public offering, and any statement to the contrary is untrue.
4. 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.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
The words or abbreviations in this part have the same meaning as those in the “interpretation” of this plan.
1. This non-public offering of A-Shares complies with the provisions of the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies and other laws, administrative regulations, departmental rules and normative documents, and the company has all the conditions for non-public offering of shares.
2. The non-public offering of A-Shares has been deliberated and adopted at the 11th meeting of the Fourth Board of directors of the company. Matters related to this non-public offering of A-Shares need to be deliberated and approved by the general meeting of shareholders of the company. In addition, in accordance with the provisions of relevant Chinese laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, this non-public offering of A-Shares needs to be approved by the CSRC.
3. The objects of this non-public offering are no more than 35 specific objects, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other domestic legal person investors and natural persons 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; As the issuing object, trust companies can only subscribe with their own funds.
The final issuance object will be determined by the board of directors authorized by the general meeting of shareholders of the company. After obtaining the issuance approval document of the CSRC, the board of directors will negotiate with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the provisions of laws, regulations and normative documents.
All issuers subscribe for the shares of this non-public offering in RMB cash.
4. After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the offering, and then shall be implemented in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange.
During the above-mentioned share lock-in period, the issuing object shall also abide by the above-mentioned provisions for the additional derivative shares of the non-public offering shares obtained from its subscription due to the company’s bonus shares, the conversion of capital reserve into share capital and other matters.
If laws, regulations and normative documents have other provisions on the lock-in period of the non-public offering shares subscribed by the issuing object and the future reduction arrangement, such provisions shall prevail.
5. The pricing benchmark date of this issuance is the first day of the issuance period. The issuing price of this non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
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.
If the price of the non-public shares is adjusted from the base date of ex dividend to the benchmark date of the issuer.
The final offering price shall be determined by the board of directors of the issuer through consultation with the sponsor (lead underwriter) of the offering in accordance with the relevant rules of the CSRC after the application for the non-public offering is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
6. The total amount of funds to be raised in this non-public offering of shares shall not exceed 75 million yuan, and the number of shares to be issued shall not exceed 73147200 shares, which shall not exceed 30% of the total share capital of the company before this non-public offering. The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders of the company through negotiation with the sponsor (lead underwriter) of the non-public offering according to the price of the non-public offering according to the relevant provisions of the CSRC and the actual situation at the time of issuance. The calculation method is: the number of shares issued = the total amount of funds raised in the non-public offering / the price of the non-public offering. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down.
If the issuer’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, or the total share capital of the company changes due to share repurchase, equity incentive plan and other matters, the upper limit of the number of non-public offering shares will be adjusted accordingly.
7. The total amount of funds raised from this non-public offering of shares shall not exceed 75 million yuan. The net amount of funds raised after deducting the issuance expenses will be used for the following items:
No. name of implementing entity project total investment raised capital investment
(10000 yuan) (10000 yuan)
Annual output of 100000 tons of high-precision copper alloy sector and strip and 5
1. Yongjie copper 10000 ton copper strip blank production line project (phase I with an annual output of 586442 million tons and 410 million tons of high-precision copper alloy strip)
2. The new main body has an annual output of 50000 tons of battery foil (phase I has an annual output of 2500035 Ping An Bank Co.Ltd(000001) 900000 tons of battery foil)
3 Anhui Zhongyuan New Materials Co.Ltd(603527) supplementary working capital 1500000
Total 136442007500000
Before the raised funds are in place, the company will invest the self raised funds first according to the actual situation of the project progress. After the raised funds are in place, the self raised funds that have been put into use before this issuance will be replaced in accordance with the relevant provisions of the company on the use and management of raised funds.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, within the finally determined scope of this raised investment project, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual amount of raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
8. In accordance with the requirements of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the guidelines for the articles of association of listed companies (revised in 2022), the company has formulated the shareholder return plan for the next three years (20222024), See “section V profit distribution policy and relevant information of the company” in this plan for the specific contents of relevant profit distribution policies. 9. After the completion of this non-public offering, the accumulated undistributed profits before this offering shall be shared by the new and old shareholders after this offering according to the proportion of shares after the issuance.
10. This non-public 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.
11. According to 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) In order to protect the interests of small and medium-sized investors, The plan has carefully analyzed the risk of dilution of the company’s immediate return caused by this issuance in “section VI statement and commitments of the board of directors”, and fully disclosed the measures to be taken, so investors are invited to pay attention.
The hypothetical analysis of the company’s earnings per share after the issuance in this plan does not constitute a commitment or guarantee to the company’s performance. The company’s formulation of filling return measures does not guarantee the company’s future profits. Investors are reminded to pay attention to investment risks.
12. There is still great uncertainty whether the non-public offering plan can finally be approved by the CSRC and approved by other relevant departments, so investors are reminded to pay attention to relevant risks.
catalogue
The company declares that 2 special tips 3 catalog 6 interpretation Section 1 Summary of the non-public offering plan ten
1、 Basic information of the company ten
2、 Background and purpose of this non-public offering ten
(I) background of this non-public offering of shares ten
(II) the purpose of this non-public offering of shares twelve
3、 Summary of the non-public offering plan thirteen
(I) type and par value of issued shares thirteen
(II) issuing method and time thirteen
(III) issuing object and subscription method thirteen
(IV) pricing base date, pricing principle and issue price thirteen
(V) number of issues fourteen
(VI) sales restriction period fourteen
(VII) amount and purpose of raised funds fourteen
(VIII) listing place fifteen
(IX) arrangement of accumulated undistributed profits before this non-public offering of shares fifteen
(x) the validity period of the resolution on this non-public offering of shares fifteen
4、 Whether this non-public offering of shares constitutes a connected transaction fifteen
5、 Does this non-public offering of shares lead to changes in the company’s control 15 VI. whether the implementation of the plan for non-public offering of shares may lead to the non listing of equity distribution
Conditions XVII. The issuance plan has been approved by relevant competent authorities and needs to be submitted for approval
Procedures for Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 Use plan of raised funds seventeen
2、 Details of the use of the raised funds seventeen
(I) high precision copper alloy sector and strip with an annual output of 50000 tons seventeen
(II) 25000 tons of battery foil per year twenty
(III) supplement working capital twenty-three
3、 The impact of this issuance on the operation, management and financial status of the company twenty-three
(I) the impact of this issuance on the operation and management of the company twenty-three
(II) the impact of this issuance on the company’s financial situation twenty-four
4、 Feasibility analysis conclusion of this offering Section III discussion and analysis of the board of directors on the impact of this issuance on the company 25 I. whether there is an integration plan for the business and assets of the listed company after this offering, and whether the articles of association are
No adjustment; Expected changes in shareholder structure, senior management structure and business structure twenty-five
(I) whether there is an integration plan for the business and assets of the listed company after this offering twenty-five
(II) impact on the articles of Association twenty-five
(III) impact on Shareholder Structure twenty-five
(IV) impact on senior management structure twenty-five
(V) impact on business structure 25 II. Changes in the company’s financial position, profitability and cash flow after the issuance 26 III. business and management relations between the listed company and its controlling shareholders and their affiliates after the issuance
Changes in related party transactions and horizontal competition 26 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 listed company provides guarantee for controlling shareholders and their affiliates 26 v. whether the debt structure of the listed company is reasonable and whether there is a large increase in liabilities through this issuance
(including contingent liabilities), whether there are problems that the proportion of liabilities is too low and the financial cost is unreasonable
situation…… Section IV Risk description related to this stock issuance twenty-seven
1、 Macroeconomic and environmental risks twenty-seven
2、 Raw material price fluctuation risk twenty-seven
3、 Risks of digestion of new production capacity and Realization of expected benefits of projects invested with raised funds twenty-seven
4、 Approval risk two
