Stock Code: 002694 stock abbreviation: Goody Science & Technology Co.Ltd(002694) Goody Science & Technology Co.Ltd(002694)
Non public offering plan
December, 2001
Issuer statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the false records, misleading statements or major omissions in this plan.
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 investors shall be responsible for the investment risks arising from this non-public offering of shares.
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.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
The matters described in this plan do not represent the substantive judgment, confirmation 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.
Tips on major events
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of this plan.
1、 The non-public offering plan has been deliberated and approved at the 10th meeting of the Fourth Board of directors of the company. The non-public offering plan can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
2、 The issuing object of this non-public offering is Wanyang Group Co., Ltd., and the issuing object subscribes the shares issued in cash.
3、 The pricing benchmark date of the company's non-public offering of shares is the announcement date of the resolution of the 10th meeting of the Fourth Board of directors.
The issue price of the non-public offering is 2.82 yuan / share, and the issue price shall not be less than 80% of the average stock transaction price of the 20 trading days before the pricing benchmark date (the average stock transaction price of the company on the 20 trading days before the pricing benchmark date = the total stock transaction amount of the 20 trading days before the pricing benchmark date / the total stock transaction amount of the 20 trading days before the pricing benchmark date).
If the company's shares have ex rights 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 price will be adjusted accordingly.
4、 The number of shares to be issued this time shall not exceed 165888000 (inclusive), not exceed 30% of the total share capital of the company before this issuance, and the total amount of funds raised shall not exceed 467804160 yuan (inclusive). The final number of shares to be issued shall be subject to the number approved by the CSRC.
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance quantity of this issuance will be adjusted accordingly. If the amount of funds to be raised or the number of shares to be issued in this issuance is reduced due to changes in regulatory policies or the requirements of issuance approval documents, the number of shares to be issued by the company will be adjusted accordingly.
5、 After the completion of this offering, the shares of this offering subscribed by Wanyang Group Co., Ltd. shall not be transferred within 18 months from the date of completion of the offering. After the lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. After the end of this non-public offering to specific objects, the company's shares increased due to the company's bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
6、 The net amount of funds raised after deducting the issuance expenses from the total amount of funds raised in this issuance will be used to supplement working capital and repay bank loans.
7、 After this offering, the controlling shareholder and actual controller of the company will change. Wanyang group will become the largest shareholder and controlling shareholder of the company, holding Goody Science & Technology Co.Ltd(002694) 23.08% equity, and Su Xiaofeng will become the actual controller of the listed company. The shareholding ratio of the former controlling shareholder Shanxi Shengnong Investment Co., Ltd. will be reduced from 26.02% to 20.37%, which will not lead to the company's equity distribution not meeting the listing conditions. Meanwhile, Shanxi Shengnong Investment Co., Ltd. promises to give up the voting rights of 70447104 shares in the shares of the listed company it holds from the date of completion of the non-public offering.
If all the above share changes are completed, the proportion of shares held by wanyang group in the listed company is 23.08%, and the proportion of voting shares in all voting shares of the listed company reaches 25.58%.
8、 In order to take into account the interests of new and old shareholders, the accumulated undistributed profits of the company before the non-public offering of shares shall be shared by new and old shareholders after the completion of the offering. The plan has explained the profit distribution policy, profit distribution in the last three years and shareholder return plan for the next three years (2021-2023) in the articles of association in "section VI profit distribution policy and implementation of the company", and investors are invited to pay attention to it.
9、 For details on whether to dilute the immediate return in this offering, please refer to "Section VII risk tips and measures for diluting the immediate return" of this plan. At the same time, the company specially reminds investors that in the process of analyzing the dilution impact of this issuance on the immediate return, the assumption made by the company on the net profit is not the company's profit forecast, and the specific measures to fill the return formulated to deal with the risk of dilution of the immediate return do not guarantee the company's future profits.
The company hereby reminds investors to pay attention to the risk of diluting shareholders' immediate return in this offering, although the company has formulated measures to fill in the return in response to the risk of diluting the immediate return, and the controlling shareholders, actual controllers, directors and senior managers of the company have made relevant commitments to earnestly fulfill the measures to fill in the immediate return, However, the developed measures to make up the return do not guarantee the company's future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation and draw the attention of the majority of investors.
10、 In accordance with Article 66 of the measures for the administration of the acquisition of listed companies and other relevant provisions, as this issuance involves the change of the actual control of the listed company, the issuing object wanyang group and the financial adviser of the acquirer hired by wanyang group will need to issue detailed equity change report, financial adviser report and other documents on this acquisition, It is necessary to explain and analyze whether the issuing object meets the conditions of the acquirer and other related matters. For details, see the relevant documents disclosed later.
If wanyang group does not meet the relevant conditions of the acquirer, or it fails to disclose relevant documents on time, there will be uncertainty about the implementation of this offering.
catalogue
The issuer declares that 2. Tips on major issues 3 catalog 6 interpretation Section 1 Summary of this non-public offering of A-Shares nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 Issuing object and its relationship with the company eleven
4、 Overview of this non-public offering eleven
5、 This issuance constitutes a connected transaction thirteen
6、 This issuance will lead to changes in the company's control thirteen
7、 The approval of this offering and the procedures to be submitted for approval Section 2 basic information of issuing objects fifteen
1、 Basic information fifteen
2、 Basic information and equity relationship structure of the controlling shareholder and actual controller of the issuing object fifteen
3、 Main business of the issuing object sixteen
4、 Financial status of the last year 17 v. litigation and punishment of the issuer and its directors, supervisors and senior managers in the past five years Vi. after the completion of this offering, the issuing object, its controlling shareholder, actual controller and the company's peers
Competition and related party transactions 17. Within 24 months prior to the announcement of this plan, the issuer, its controlling shareholders, actual controllers and the company
Major transactions between nineteen
8、 Sources of subscription funds Section III summary of share subscription agreement, other commitments and agreements related to this offering twenty
1、 The main contents of the conditional non-public development bank share subscription agreement twenty
2、 The main contents of the letter of commitment on irrevocable waiver of voting rights twenty-two
3、 The main contents of the letter of commitment not to seek control of listed companies Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-four
1、 The use plan of the raised funds twenty-four
2、 Necessity and feasibility analysis of the use of the raised funds twenty-four
3、 The impact of this issuance on financial status and operation management Section V discussion and analysis of the board of directors on the impact of this issuance on the company 26 I. The issuance will affect the company's business, assets, articles of association, shareholder structure and senior managers
The impact of twenty-six
2、 Changes in the company's financial position, profitability and cash flow after the issuance 27 III. business relationship, management relationship, related party transactions and
Changes in horizontal competition 28 IV. the company's funds and assets are occupied by the controlling shareholders and their affiliates, and the company is the controlling shares
Guarantee provided by Dong and its affiliates 28 v. whether the liability structure of the listed company is reasonable and whether there is a significant increase in liabilities (including
Including contingent liabilities), whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable twenty-nine
6、 Risk factors related to this offering Section VI profit distribution policy and implementation of the company thirty-two
1、 The company's current profit distribution policy thirty-two
2、 Profit distribution of the company in recent three years thirty-four
3、 Use arrangement of undistributed profits of the company in recent three years thirty-four
4、 The company's shareholder return plan for the next three years Section VII risk tips for diluting immediate return and measures taken thirty-nine
1、 The impact of this non-public offering on the dilution of shareholders' immediate return thirty-nine
2、 Risk tips for diluting the immediate return of this non-public offering of shares forty-two
3、 Measures taken by the company to dilute the immediate return of this non-public offering forty-three
4、 Commitments issued by relevant entities forty-four
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: Goody Science & Technology Co.Ltd(002694) , listed company, company, refers to Goody Science & Technology Co.Ltd(002694) issuer
Shanxi Shengnong refers to Shanxi Shengnong Investment Co., Ltd
Wanyang group refers to Wanyang Group Co., Ltd
This non-public offering refers to the non-public offering of A-Shares by the issuer to specific objects
This plan refers to the Goody Science & Technology Co.Ltd(002694) non public development bank stock plan
The pricing benchmark date refers to the announcement date of the resolution of the board of directors on the non-public offering of shares to specific objects
Board of directors means the Goody Science & Technology Co.Ltd(002694) board of directors
General meeting means Goody Science & Technology Co.Ltd(002694) general meeting of shareholders
Articles of association and articles of association refer to Goody Science & Technology Co.Ltd(002694) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
The share subscription agreement refers to the Goody Science & Technology Co.Ltd(002694) 2021 conditional effective share subscription contract for non-public Development Bank A shares
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
Note: unless otherwise specified in this plan, all values shall retain 2 decimal places. If the total is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding.
Section I summary of the non-public offering of a shares
1、 Basic information of the issuer
Company name: Goody Science & Technology Co.Ltd(002694)
Stock abbreviation: Goody Science & Technology Co.Ltd(002694)
Stock Code: 002694
Place of listing: Shenzhen Stock Exchange
Registered capital: 552960000 yuan
Legal representative: martial arts school student
Company domicile: No. 18, wuchu Avenue, economic development zone, Ezhou City, Hubei Province
Company website: www.good.com com.. cn.
Business scope: production and sales: plastic pipes, steel plastic composite pipes, aluminum plastic composite pipes, water treatment equipment and plastic products; Sales: chemical raw materials (excluding hazardous chemicals); Pipe installation; Engage in the import and export business of goods and technologies (except for the goods and technologies limited or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments) II. Background and purpose of this non-public offering (I) background of this offering
1. Changes in the company's business situation will further focus on the development of its main business
In recent years, affected by the changes of macroeconomic situation outside China and covid-19 virus epidemic and other factors, the company's operation has been adversely affected, the income of plastic pipeline manufacturing industry has decreased, and the business development of culture and tourism sector has not met expectations, resulting in continuous growth of the company
