Securities code: Jiangsu Etern Company Limited(600105) securities abbreviation: Jiangsu Etern Company Limited(600105) Announcement No.: pro 2022015 bond Code: 110058 bond abbreviation: Yongding convertible bond
Jiangsu Etern Company Limited(600105)
Announcement on adjusting the company’s non-public offering plan
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Jiangsu Etern Company Limited(600105) (hereinafter referred to as “the company”) plans to issue A-Shares (hereinafter referred to as “the non-public offering”). The company held the fifth extraordinary meeting of the ninth board of directors in 2021 and the third extraordinary meeting of the ninth board of supervisors in 2021 on June 8, 2021, and the third extraordinary general meeting of shareholders in 2021 on June 28, 2021, which deliberated and approved the relevant proposals of the company’s non-public offering of shares in 2021 (hereinafter referred to as “this offering”). For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on June 10, 2021 and June 29, 2021 Relevant announcements disclosed on.
In accordance with the provisions of relevant laws, regulations and normative documents and relevant regulatory requirements, and in combination with the actual situation of the company, the company held the first interim meeting of the ninth board of directors in 2022 and the first interim meeting of the ninth board of supervisors in 2022 on March 7, 2022, The proposal on adjusting the company’s non-public development plan, the proposal on the company’s non-public development plan (Revised Draft) and other relevant proposals were reviewed and passed. This plan adjustment needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Reasons for the adjustment of this non-public offering plan
Combined with the market situation of special optical fiber and the urgency of investment in the raised investment project, the company changed the original raised investment project into high-end submarine cable, land cable and system supporting project.
Considering that large-scale capital investment has been made in the early stage of the project with an annual output of 5 million channels of WDM filters and modules, the project is close to the industrialization stage. Therefore, the original raised investment project is changed to the data center interconnection transmission system construction project (DCI equipment).
2、 Specific contents of the adjustment of the non-public offering plan
5. Number of issues
Before adjustment:
The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital of the company before this offering, i.e. no more than 414260942 shares (including this number). The final number of shares to be issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital before this non-public offering, or changes in the total share capital of the company before this offering due to other reasons, the number of shares in this non-public offering will be adjusted accordingly.
After adjustment:
The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital of the company before this offering, i.e. no more than 423316813 shares (including this number). The final number of shares to be issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital before this non-public offering, or changes in the total share capital of the company before this offering due to other reasons, the number of shares in this non-public offering will be adjusted accordingly.
9. Purpose of raised funds
Before adjustment:
The total amount of funds raised from this non-public offering of shares shall not exceed 108 million yuan (including this amount). The net amount of funds raised after deducting relevant issuance expenses is proposed to be used for the following items:
Unit: 10000 yuan
No. project name total investment amount of the project proposed amount of raised funds
1 special optical fiber project with an annual output of 200000 core kilometers 26295472400000
2 5g carrier network core optical chips, devices and modules 69461435200000 development and industrialization project
2.1 the project with an annual output of 15 million laser chips and 250, 375, 403 and 255 million devices
2.2 project with annual output of 160000 AWG chips and modules 21350051800000
2.3 annual output of WDM filter and module 5 million channels 1057135850000 project
3. Repayment of bank loan 320 Shenzhen Sed Industry Co.Ltd(000032) 00000
Total 1277569010800000
The board of directors may adjust the investment amount of the raised funds of the above investment projects with the authorization of the general meeting of shareholders without changing the projects to be invested by the raised funds. If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds of the above projects, the insufficient part of the raised funds of the above projects shall be raised by the company itself. Before the funds raised from this non-public offering are in place, the company can invest with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place. After adjustment:
After deducting the newly invested and proposed financial investment from the six months before the resolution date of the board of directors to the issuance, the total amount of funds raised from the non-public offering of shares shall not exceed 1005 million yuan (including this amount). The net amount of funds raised after deducting relevant issuance expenses is intended to be used for the following items:
Unit: 10000 yuan
No. project name total investment amount of the project proposed amount of raised funds
1. High end submarine cable, land cable and system supporting project 12541161 Shanghai Pudong Development Bank Co.Ltd(600000) 0
2 5g carrier network core optical chip, device, module, 69015463050000 subsystem R & D and industrialization project
2.1 the project with an annual output of 15 million laser chips and 250, 375, 403 and 205 million devices
2.2 project with annual output of 160000 AWG chips and modules 2135005500000
2.3 data center interconnection transmission system construction project 1012538500000 (DCI equipment)
3. Repayment of bank loan 10 Ping An Bank Co.Ltd(000001) 000000
Total 2044270710050000
The board of directors may adjust the investment amount of the raised funds of the above investment projects with the authorization of the general meeting of shareholders without changing the projects to be invested by the raised funds.
If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds of the above projects, the insufficient part of the raised funds of the above projects shall be raised by the company itself. Before the funds raised from this non-public offering are in place, the company can invest with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place. 3、 Relevant procedures to be performed for the adjustment of this non-public offering plan
The plan adjustment has been deliberated and approved at the first extraordinary meeting of the ninth board of directors in 2022 and the first extraordinary meeting of the ninth board of supervisors in 2022, and needs to be submitted to the general meeting of shareholders for deliberation. The convening time of the general meeting of shareholders will be notified separately.
It is hereby announced.
Jiangsu Etern Company Limited(600105) board of directors March 8, 2022
