Securities code: Guangzhou Shiyuan Electronic Technology Company Limited(002841) securities abbreviation: Guangzhou Shiyuan Electronic Technology Company Limited(002841) Guangzhou Shiyuan Electronic Technology Company Limited(002841) 2021 plan for non-public offering of a shares
(Second Revision)
March 2022
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, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks arising from this non-public offering.
3. This plan is the explanation of the company's board of directors on this non-public offering, and any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional 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. The effectiveness and completion of the matters related to this non-public offering described in this plan are subject to the approval or approval of the relevant examination and approval authority.
hot tip
1. The company's matters related to the non-public offering have been deliberated and approved at the third meeting of the Fourth Board of directors, the 2020 annual general meeting of shareholders, the 13th meeting of the Fourth Board of directors and the 14th meeting of the Fourth Board of directors. The non-public offering plan needs to be approved by the CSRC.
2. The issuing objects of this non-public offering are no more than 35 specific investors. The issuing objects must be securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons in accordance with laws and regulations Natural persons or other institutional investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for shares with more than two products under their management shall be regarded as one issuance object. If a trust company is the issuing object, it can only subscribe with its own funds.
After the company obtains the approval from the CSRC, the final issuing object will be determined by the board of directors of the company and the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders through negotiation according to the subscription application of the issuing object in accordance with the relevant provisions of the CSRC.
The issuing objects of this issuance subscribe for the shares issued in cash.
3. The pricing benchmark date of this offering is the first day of the issuance period of this non-public offering. The issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
After the company has obtained the approval of the CSRC on this issuance, the final issuance price will be in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies and the provisions of the competent departments such as the CSRC, according to the subscription and quotation of specific issuing objects, and in accordance with the principle of price priority, The board of directors of the company shall negotiate with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance reserve price of this non-public offering of shares will be adjusted accordingly.
4. The number of shares in this non-public offering is calculated by dividing the total amount of funds raised in this offering by the issue price. The number of shares in this non-public offering does not exceed 30% of the total share capital of the company before the issuance, i.e. 199964911 shares (including this number).
If the company has ex rights matters such as share distribution, share allotment, conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, or changes in the total share capital of the company due to share repurchase, equity incentive plan, convertible bond conversion and other matters, the upper limit of the issuance quantity of this issuance will be adjusted accordingly.
If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
5. 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.
The shares derived from the shares obtained by the issuing object based on this non-public offering due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The reduction of the company's shares acquired by the issuing object of this non-public offering after the expiration of the sales restriction period shall also comply with the relevant provisions of laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and the articles of association.
6. The total amount of funds to be raised by the company in this non-public offering of shares shall not exceed 1995494400 yuan (including this amount). The net amount of funds raised after deducting the issuance expenses shall be used to invest in the construction project of intelligent manufacturing base of interactive intelligent display and control products.
If the actual raised funds of this non-public offering after deducting the issuance expenses are less than the total amount of the raised funds of the above projects, the insufficient part of the raised funds shall be raised by the company itself.
Before the raised funds are in place, the company will pay the funds required for the above projects with self raised funds according to the actual needs. After the raised funds are in place, the company will replace them with the raised funds.
7. After the completion of the non-public offering, the accumulated undistributed profits of the company before the offering shall be shared by the new and old shareholders according to the shareholding ratio after the offering.
8. As of September 30, 2021, the company has no controlling shareholder. The total direct shareholding ratio of the company's shareholders Huang zhengcong, Wang Yiran, sun Yonghui, Yu Wei, Zhou Kaiqi and you Tianyuan is 49.15%, and the proportion of controlling shares of the company is 49.15%, which is the joint actual controller of the company.
The number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this offering. It is expected that the control right of the company will not change after this offering.
9. For the dividend distribution policy of the company, the total amount and proportion of cash dividends in the last three years, and the use arrangement of undistributed profits, please refer to "section IV profit distribution policy and related information of the company" in this plan.
10. After the completion of this non-public offering, the company's immediate return (basic earnings per share, diluted earnings per share and other financial indicators) may decline in the short term. Investors are reminded of the risk that this non-public offering may dilute the immediate return.
The company has formulated the measures to fill the diluted immediate return after the non-public offering. Please refer to "section V diluted immediate return and filling measures of the non-public offering" of this plan. At the same time, the company specially reminds investors that the formulation of filling return measures can not be regarded as a guarantee for the company's future profits, and investors should not make investment decisions accordingly. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation and will draw the attention of investors.
catalogue
The company declares that 2 special tips 3 catalog 6 interpretation eight
1、 Definition of general terms eight
2、 Interpretation of special terms Section 1 Summary of the non-public offering plan ten
1、 Basic information of the issuer ten
2、 Background and purpose of this non-public offering ten
3、 The object of this non-public offering and its relationship with the company fifteen
4、 Overview of the non-public offering plan fifteen
5、 Whether this non-public offering constitutes a connected transaction seventeen
6、 Does this non-public offering lead to changes in the company's control 17 VII. Whether this non-public offering constitutes a major asset reorganization and whether it leads to the lack of equity distribution of the company
Listing conditions 18. The approval of the issuance plan and the approval of the relevant departments still need to be obtained
Preface Section II feasibility analysis of the board of directors on the use of the raised funds nineteen
1、 The use plan of the raised funds nineteen
2、 The basic situation and development prospect of the project invested by the raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company 25 I. The impact of this non-public offering on the company's business and asset integration plan, the articles of association, shareholder structure
The impact of senior management structure and business structure twenty-five
2、 Changes in the company's financial position, profitability and cash flow after the issuance 25 III. business relationship and management relationship between the company and its controlling shareholders and their affiliates after the completion of this issuance
Changes in related party transactions and horizontal competition 26 IV. after the issuance, 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 twenty-six
5、 The impact of this issuance on the company's liabilities twenty-seven
6、 Risk description related to this issuance Section IV profit distribution policy and relevant information of the company thirty
1、 The company's profit distribution policy thirty
2、 Profit distribution of the company in recent three years thirty-two
3、 Future shareholder return plan of the company (20212023) Section V diluted immediate return and filling measures of this non-public offering of shares thirty-six
1、 Risk warning of this issuance and its impact on the company's earnings per share thirty-six
2、 The necessity and rationality of this non-public offering 38 III. The relationship between the investment projects with raised funds and the company's existing business, and the company is engaged in the investment projects with raised funds
Reserves in terms of personnel, technology and market thirty-eight
4、 Filling measures for diluting the immediate return of this non-public offering of shares thirty-nine
5、 About the relevant commitments that the company's compensation and return measures can be effectively implemented forty-one
interpretation
In this plan, unless otherwise specified in the text, the following words have the following meanings:
1、 Definitions of general terms: issuer, company, the company, joint stock company, Guangzhou Shiyuan Electronic Technology Company Limited(002841) , refers to Guangzhou Shiyuan Electronic Technology Company Limited(002841) video source electronics
Guangzhou Shirui refers to Guangzhou Shirui Electronic Technology Co., Ltd., a subsidiary of the issuer
Vision innovation refers to Guangzhou vision Innovation Technology Co., Ltd., a subsidiary of the issuer
This offering refers to the issuer's non-public offering of A-Shares of no more than RMB 1995494400 to no more than 35 specific investors
This project refers to the investment project of the raised funds in this issuance
General meeting of shareholders refers to Guangzhou Shiyuan Electronic Technology Company Limited(002841) general meeting of shareholders
Board of directors means the board of directors of Guangzhou Shiyuan Electronic Technology Company Limited(002841) company
Board of supervisors refers to Guangzhou Shiyuan Electronic Technology Company Limited(002841) board of supervisors
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The articles of association refers to the Guangzhou Shiyuan Electronic Technology Company Limited(002841) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
2、 Interpretation of special terms
The LCD main control board card input from signal sources such as cable TV network, set-top box and DVD player refers to a circuit board that decodes and processes signals and drives the LCD screen to restore color image signals, mainly including LCD TV motherboard, LCD motherboard The mainboard used by LCD advertising machine mainboard and other LCD display devices
It is an integrated device that controls the interactive intelligent flat finger content displayed on the display panel (LCD, led, PDP) through touch technology and realizes human-computer interaction. It is mainly used in education, conference and other industries
Electronic whiteboard refers to the whiteboard that can realize paperless office and teaching by applying the inductive input principle of electromagnetic or infrared lamp, combined with computer and projector
Liquid crystal display refers to the mode of liquid crystal display in which the external light is modulated
Light emitting diode (LED) refers to a kind of semiconductor diode, which converts electric energy into light energy and radiates light waves when electrons and holes are combined
Original design manufacturing, structure, appearance and technology are produced by the manufacturer from the original design (ODM)
