Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Nanjing Chervon Auto Precision Technology Co., Ltd.
Plan for non-public offering of a shares
December, 2001
Company statement
1. Nanjing Chervon Auto Precision Technology Co.Ltd(603982) and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
2. The plan is prepared in accordance with the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020), 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 development of shares by listed companies, etc.
3. After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
4. This plan is the explanation of the board of directors of the company on the non-public offering of a shares, and any statement inconsistent with it is untrue.
5. 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 the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
1. The matters related to this non-public offering have been deliberated and adopted at the 21st Meeting of the Nanjing Chervon Auto Precision Technology Co.Ltd(603982) second board of directors held on December 29, 2021, and need to be deliberated and approved by the general meeting of shareholders and the CSRC.
2、 The objects of this non-public offering are no more than 35 (including 35) specific investors. The issuing objects of this issuance must be securities investment fund management companies, securities companies, finance companies, asset management companies, insurance institutional investors, trust companies, qualified foreign institutional investors, qualified foreign institutional investors in RMB and other qualified investors in accordance with laws and regulations. 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; If a trust company is the issuing object, it can only subscribe with its own funds.
After the non-public offering is approved by the CSRC, the board of directors and its authorized persons will be authorized by the general meeting of shareholders of the company to work with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents.
All issuers subscribe for the shares of this non-public offering in cash and at the same price.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering.
The issuance price of this non-public offering shall not be less than 80% (i.e. “issuance reserve price”) of the average stock trading price of the company 20 trading days before the pricing benchmark date (excluding the pricing benchmark date, the same below). The average stock trading price 20 trading days before the pricing benchmark date = the total stock trading volume 20 trading days before the pricing benchmark date / the total stock trading volume 20 trading days before the pricing benchmark date.
The final issue price of this non-public offering will be determined by the board of directors and its authorized persons authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object and the principle of price priority after the non-public offering has been approved by the CSRC.
During the period from the pricing base date of this non-public offering to the issue date, if the company distributes cash dividends, shares or capital reserve converted into share capital, the issue price of this non-public offering will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange.
4. The issuance quantity of this non-public offering will be determined according to the total amount of raised funds divided by the issuance price, and shall not exceed 30% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering. As of the issuance date of this plan, the total share capital of the company is 201415700 shares. Based on this calculation, the number of shares issued in this non-public offering does not exceed 60424710 shares (including this number).
During the period from the announcement date of the resolution of the first board of directors to the issuance date, if the company has ex rights matters such as share distribution, share allotment, conversion of capital reserve into share capital, or changes in share capital caused by registration of restricted shares, repurchase and cancellation of restricted shares, conversion of convertible bonds into shares, the upper limit of the number of shares issued this time will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange. The final issuance quantity will be within the above-mentioned upper limit of the issuance quantity after the company obtains the approval and reply of the CSRC on the issuance in accordance with the authorization of the general meeting of shareholders, It shall be determined through consultation with the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the issuance bidding. If the CSRC and other regulatory authorities adjust the above issuance quantity, the approved data shall prevail.
5. The total amount of funds raised in this offering (including issuance expenses) shall not exceed RMB 2283607400 (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
No. project name total investment (10000 yuan) proposed investment in raised funds (10000 yuan)
(yuan)
1 high end Auto Parts Intelligent Manufacturing Project (phase II) 100273.0083564.00
2 European production base project for intelligent manufacturing of auto parts 43827.2337912.26
3 new energy parts production base project 46437.4838884.48
4. Supplement working capital and repay loan 68000.0068000.00
Total 258537.71228360.74
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised is less than the above amount of funds to be invested, the board of directors and its authorized persons of the company will, within the scope of the above investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, based on the actual net amount of funds raised and on the premise of compliance with relevant laws and regulations, Adjust and finally determine the specific investment projects and priorities of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the provisions of relevant laws and regulations after the raised funds are in place.
6. After the completion of this non-public offering, the shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. The shares derived from the company’s non-public offering shares obtained by the issuing object due to the company’s share distribution, share allotment, conversion of capital reserve into share capital and other circumstances shall also comply with the above share locking arrangements. After the end of the restricted sale period, the transfer and transaction of the shares subscribed by the issuing object for this issuance shall be handled in accordance with the laws and regulations in force at that time and the rules of Shanghai Stock Exchange.
If the CSRC or the Shanghai Stock Exchange has new system rules or requirements for the above-mentioned restricted period arrangement, the above-mentioned restricted period arrangement will be revised and implemented in accordance with the new system rules or requirements of the CSRC or the Shanghai Stock Exchange.
7. As of the issuance date of this plan, the issuing object of this issuance has not been determined. Whether there is a connected transaction due to the subscription of A-Shares of this non-public offering by related parties will be disclosed in the issuance report announced after the issuance.
8. The controlling shareholder of the company is Quanfeng precision and the actual controller is Pan Longquan. After the completion of this non-public offering, the controlling shareholder and the actual controller of the company remain unchanged, which will not lead to the company’s equity distribution not meeting the listing conditions.
9. In accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association stipulates the terms of profit distribution policy. For details, please refer to “section IV company’s profit distribution policy and profit distribution” of this plan.
10. 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 issued by the general office of the State Council on December 25, 2013 and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return, the company’s initial public offering Where a listed company dilutes the immediate return through refinancing or merger and reorganization, it shall promise and fulfill the specific measures to fill the return. The company has carefully analyzed the impact of this non-public offering on the dilution of immediate return and promised to take corresponding filling measures. For details, please refer to “section V impact of this non-public offering on the dilution of immediate return and specific measures to fill the return” of this plan.
catalogue
The company declares that 2 special tips 3 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 ten
3、 Issuing object and its relationship with the company twelve
4、 Summary of the non-public offering plan thirteen
5、 Whether this non-public offering constitutes a connected transaction sixteen
6、 Does this non-public offering lead to changes in the company’s control XVI. The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the funds raised in this issuance seventeen
1、 The use plan of the funds raised in this non-public offering seventeen
2、 Basic information of the investment projects raised by this non-public offering seventeen
3、 Analysis of the impact of the use of raised funds on the company Section III discussion and analysis of the board of directors on the impact of this non-public offering of A-Shares on the company twenty-six
1、 Changes in the company’s business, articles of association, shareholder structure, senior management structure and business income structure twenty-six
2、 Changes in the company’s financial position, profitability and cash flow 27 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
Standardization 27 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates,
Or the listed company provides guarantee for the controlling shareholder and its affiliates twenty-eight
5、 The impact of this issuance on the company’s liabilities twenty-eight
6、 Risk description related to this issuance Section 4 the company’s profit distribution policy and profit distribution thirty-one
1、 The company’s profit distribution policy thirty-one
2、 Use of cash dividends and undistributed profits of the company in the last three years thirty-three
3、 Shareholder return plan for the next three years Section V the impact of diluting the immediate return of this non-public offering and the specific measures to fill the return thirty-seven
1、 The impact of this non-public offering on the company’s earnings per share and other major financial indicators thirty-seven
2、 Special risk tips on diluted immediate return of this non-public offering thirty-nine
3、 Necessity and rationality of this non-public offering 39 IV. The relationship between the investment project of the raised funds and the company’s existing business, and the number of people engaged in the investment project of the raised funds
Reserves in personnel, technology and market thirty-nine
5、 Specific measures to fill the diluted immediate return of this non-public offering forty
6、 Commitments issued by all directors, senior managers, controlling shareholders and actual controllers of the company forty-one
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings:
Company / the company / Nanjing Chervon Auto Precision Technology Co.Ltd(603982) / issuer means Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
/Listed company
Quanfeng precision refers to Quanfeng Precision Technology Holding Co., Ltd. and Chervon precision technology holding
