Company code: Jiangsu Etern Company Limited(600105) company abbreviation: Jiangsu Etern Company Limited(600105) bond Code: 110058 bond abbreviation: Yongding convertible bond Jiangsu Etern Company Limited(600105)
2021 non-public offering plan
(Revised Version)
March, 2002
Issuer statement
1. This plan is prepared in accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies.
2. 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.
3. 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.
4. 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.
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 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
1. Matters related to the non-public offering of shares of the company have been deliberated and approved at the fifth extraordinary meeting of the ninth board of directors in 2021, the third extraordinary general meeting of shareholders in 2021 and the first extraordinary meeting of the ninth board of directors in 2022. According to 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 offering of shares by listed companies and other relevant laws, regulations and normative documents, this non-public offering can only be implemented after being reviewed by the general meeting of shareholders of the company and approved by the CSRC.
2. Investors who do not meet the requirements of the Securities Regulatory Commission, including 35 domestic investors, financial institutions, and other qualified investors such as the securities trust company and the Securities Regulatory Commission. Among them, 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.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period. The issuance price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. “the issuance reserve price of this issuance”).
The average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date = the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date / the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date. In case of ex right and ex interest matters such as cash dividends, bonus shares and 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 non-public offering of shares will be adjusted accordingly.
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of this issuance according to the inquiry results in accordance with the provisions of laws, regulations and normative documents after obtaining the issuance approval documents of the CSRC.
4. 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. As of February 28, 2022, the total share capital of the company is 1411056044 shares. Based on this calculation, the number of shares in this non-public offering does not exceed 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.
5. After the completion of this non-public offering, the shares of the company subscribed by the issuing object shall not be transferred within 6 months from the date of the completion of the offering. If there are other provisions on the sales restriction period in laws, regulations, rules and normative documents, such provisions shall prevail. After the expiration of the restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
During the above share lock-in period, the shares derived from the shares issued this time subscribed by the issuing object due to the company’s bonus shares, the conversion of capital reserve into share capital and other matters shall also comply with the above share restriction arrangement.
6. After deducting the financial investment newly invested and proposed to be invested from 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). After deducting the relevant issuance expenses, the raised funds will be used to invest in the following projects:
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 chips, devices, modules 69015463050000, subsystem R & D and industrialization project
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.
7. After the completion of this non-public offering of shares, the controlling shareholders and actual controllers of the company remain unchanged, which will not lead to the company’s equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits of the company before the non-public offering of shares shall be shared by the new and old shareholders after the completion of the offering.
9. 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 provisions of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, The fourth meeting of the ninth board of directors held on April 24, 2020 and the 2019 annual general meeting held on May 28, 2020 deliberated and approved the shareholder return plan for Jiangsu Etern Company Limited(600105) next three years (20202022).
The company’s current cash dividend policy meets the relevant requirements of the CSRC, the dividend standard and proportion are clear and clear, and the relevant decision-making and mechanism are complete, which fully protects the legitimate rights and interests of small and medium-sized investors. For specific profit distribution policies and dividends, please refer to “section IV profit distribution policies and implementation of the company” in this plan.
10. In accordance with the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has formulated measures to fill the diluted immediate return after this non-public offering. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the effective implementation of the company’s measures to fill returns, For relevant measures and commitments, please refer to “II. Matters related to the diluted immediate return of this offering” and “III. commitments issued by relevant subjects” in “section V statements and commitments of the board of directors related to this offering” of this plan. The company’s formulation of the above measures to fill in the return does not mean any guarantee for the company’s future profits. Please pay attention to the investment risks.
11. For details of the risk factors of this non-public offering, please refer to “VI. risk description related to this stock offering” in “section III discussion and analysis of the board of directors on the impact of this offering on the company” of this plan. 12. This non-public offering does not involve major asset restructuring.
13. The resolution of this non-public offering shall be valid within 12 months from the date when the proposal is considered and adopted by the general meeting of shareholders.
catalogue
Section 1 Summary of the non-public offering plan 9 I. Basic information of the company 9 II. Background and purpose of this non-public offering 9 III. summary of the non-public offering plan 12 IV. whether this issuance constitutes a connected transaction 15 v. whether this issuance leads to changes in the company’s control 16 VI. the approval of this issuance plan and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds 17 I. plan for the use of funds raised in this non-public offering 17 II. Analysis on the feasibility and necessity of the project invested by the raised funds 17 III. The impact of this non-public offering on the operation, management and financial status of the company 28 IV. conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 30 I. after the issuance, the company’s business and asset integration plan, articles of association, shareholder structure and senior management structure are based on
And changes in business income structure thirty
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 31. Business relationship between controlling shareholders and their related parties
Changes in ease of trade and horizontal competition IV. after the issuance, whether the company’s funds and assets are occupied by the controlling shareholders and their related parties,
The guarantee provided by the controlling shareholder or its affiliates is thirty-two
5、 The impact of this non-public offering on the company’s liabilities 32 VI. description of risks related to this stock issuance Section IV profit distribution policy and implementation of the company 35 I. profit distribution policy of the company 35 II. Profit distribution of the company in 20182020 37 III. undistributed profits enjoyed by shareholders of the company according to law 38 IV. the company’s shareholder return plan for the next three years 38 Section V statements and commitments of the board of directors related to this offering I. statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering 40 II. Matters related to the diluted immediate return of this offering 40 III. commitments issued by relevant subjects forty-six
interpretation
In this non-public offering plan, unless the context specifies, the following abbreviations have the following meanings:
Jiangsu Etern Company Limited(600105) / issuer / means Jiangsu Etern Company Limited(600105)
Company / listed company
Yongding group / holding stock index Yongding Group Co., Ltd
This non-public offering
Shares / this non-public offering refers to the non-public offering of shares in Jiangsu Etern Company Limited(600105) 2021
Issue / this issue
This plan refers to the plan for non-public offering of shares in Jiangsu Etern Company Limited(600105) 2021
The pricing base date refers to the first day of the issuance period of this non-public offering
Articles of association refers to Jiangsu Etern Company Limited(600105) articles of association
General meeting of shareholders means the general meeting of Jiangsu Etern Company Limited(600105) shareholders
Board of directors refers to Jiangsu Etern Company Limited(600105) board of directors
Board of supervisors refers to Jiangsu Etern Company Limited(600105) board of supervisors
CSRC refers to the China Securities Regulatory Commission
