Stock abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Stock Code: 002121 Shenzhen Clou Electronics Co.Ltd(002121) (registered address: 2A, building A6, Guangming science and Technology Park, China Merchants Group, No. 3009, sightseeing Road, Guangming New Area, Shenzhen) plan for non-public offering of A-Shares in 2021 December 2021
Issuer statement
1. The company 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 offering of shares by listed companies (revised in 2017), 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, etc.
3. After the completion of this non-public offering, 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. 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 company’s board of directors on this non-public offering, 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 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.
Important tips
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The matters related to this non-public offering have been deliberated and adopted at the ninth (Interim) meeting of the eighth board of directors of the company on December 28, 2021, and need to be approved by the State-owned Assets Authority, the general meeting of shareholders of the company and the CSRC.
2. The issuing objects of this non-public offering of A-Shares include securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, asset management companies, qualified overseas institutional investors, including Shenzhen capital group, as well as other legal persons There are no more than 35 natural persons or other qualified investors to be issued. If a securities investment fund management company subscribes with more than 2 funds under its management, it shall be regarded as one issuing object; if a trust and investment company is the issuing object, it can only subscribe with its own funds. The issuing objects of this issuance subscribe for the non-public issuance of A-Shares in cash.
Except Shenzhen capital group, the board of directors (or its authorized person) of the company will negotiate with the sponsor (lead underwriter) of the non-public offering of A-Shares to determine the final offering object within the scope of authorization of the general meeting of shareholders according to the subscription of the offering object. If the regulatory authorities have other provisions on the qualification of shareholders of the offering object and the corresponding review procedures, such provisions shall prevail.
3. 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, and shall be subject to the approval document of the CSRC on this offering. As of the date of announcement of this plan, the total share capital of the company is 1408349147 shares, which is calculated accordingly, The number of shares in this non-public offering shall not exceed 422504744 shares (including 422504744 shares). After the issuance is approved by the CSRC, the board of directors of the company shall negotiate with the sponsor (lead underwriter) of this offering according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance.
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors on the non-public offering of A-Shares to the issuance date, and the total share capital before the issuance changes due to the implementation of employee equity incentive and other matters by the company, the upper limit of the number of shares issued this time will be adjusted accordingly.
4、 The total amount of funds raised by this non-public offering of shares shall not exceed 220 million yuan (including this amount), the net amount of the raised funds after deducting the issuance expenses will be used for the expansion of energy storage products, the industrial upgrading of key products of new power system, the integrated industrialization of integrated energy system, the upgrading of Kelu enterprise technology center and the supplement of working capital. Before the funds raised from this non-public offering are in place, the company will make self-determination according to the actual situation of the project progress The fund shall be invested in advance and replaced after the raised funds are in place. If the actual amount of funds raised in this non-public offering is insufficient to meet the capital needs of the above projects after deducting the issuance expenses, the insufficient part shall be solved by the company’s own funds or self financing.
5. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issue price shall not be lower than 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price shall be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the relevant provisions of the CSRC after the issuance is approved by the CSRC in accordance with 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 base date to the issuance date, the price of the non-public offering of shares will be adjusted accordingly.
6、 The issuing object of this non-public offering is confirmed at the stage of the board of directors The shares subscribed by (i.e. Shenzhen Capital Group) shall not be transferred within 18 months from the end of the issuance. The shares subscribed by other issuers shall not be transferred within 6 months from the end of the issuance. If there are other provisions on the sales restriction period in laws, regulations and normative documents, such provisions shall prevail. The shares of the company obtained by the objects of this non-public offering due to this issuance shall be reduced after the expiration of the locking period Holders shall also abide by the company law, securities law and other laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association. After the end of this non-public offering, 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.
7. In accordance with the company law and the notice on further implementing matters related to cash dividends of listed companies According to the requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the guidelines for the articles of association of listed companies (revised in 2019), the company formulated the shareholder return plan for the next three years (2020-2022) in 2020 and is expected to formulate the next three-year plan in 2023. See this plan for the specific contents of profit distribution policies “Section VII dividend distribution policy and dividend distribution of the company”.
8. The accumulated undistributed profits before the issuance will be shared by the new and old shareholders after the issuance.
9. According to the provisions of relevant laws and regulations, the non-public offering of A-Shares still needs the approval of the State-owned Assets Authority, the deliberation and approval of the company’s general meeting of shareholders and the approval of the CSRC.
10. After the completion of this non-public offering of a shares, the equity distribution of the company will change, but Shenzhen capital group is still the controlling shareholder and actual controller of the company. This non-public offering will not lead to the failure of the equity distribution of the company to meet the listing conditions and the change of the controlling shareholder and actual controller of the company.
11. After the completion of this non-public offering, the basic earnings per share and diluted earnings per share attributable to the shareholders of the parent company and the basic earnings per share and diluted earnings per share attributable to the shareholders of the parent company after deducting non recurring profits and losses may decline to a certain extent. The company has analyzed whether to dilute the immediate return of this offering. See “Section VIII diluted immediate return of this non-public offering and filling measures” in this plan for details. However, the filling measures formulated do not guarantee the future profits of the company, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors.
catalogue
The issuer declares that 2 important tips 3 catalog 6 interpretation Section 1 Summary of this non-public offering of A-Shares 12 I. Basic information of the company 12 II. Background and purpose of this non-public offering 13 III. issuing object and its relationship with the company 18 IV. summary of the non-public offering plan 19 v. purpose of raised funds 21 VI. whether this issuance constitutes a connected transaction 22 VII. Does this issuance lead to changes in the company’s control VIII. The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section 2 basic information of issuing objects 24 I. Basic Information 24 II. Equity relationship and control relationship 24 III. main business and development status and operating results of main business in recent three years 24 IV. brief accounting statements for the most recent year V. administrative punishment, criminal punishment or major civil litigation or arbitration related to economic disputes by the issuing object and its directors, supervisors and senior managers in the past five years Vi. major transactions between the issuer, its controlling shareholders, actual controllers and the company within 24 months before the disclosure of the non-public offering plan 26 VII. Horizontal competition and related party transactions after the issuance 26 VIII. Explanation of Shenzhen Capital Group on the source of funds for this subscription Section III summary of share subscription contract with effective conditions 27 I. Basic information about the signing of the agreement twenty-seven
2、 The main contents of the agreement Section IV feasibility analysis of the board of directors on the use of the raised funds 32 I. use plan of the raised funds 32 II. Feasibility analysis of the board of directors on the use of the raised funds Section V discussion and analysis of the board of directors on the impact of this issuance on the company 56 I. The impact of this issuance on the company’s business, articles of association, shareholder structure, senior management structure and business income structure 56 II. Impact of this issuance on the company’s financial position, profitability and cash flow 57 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates after the issuance 57 IV. after this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates 57 v. whether the company’s debt structure is reasonable after the issuance, Is there a significant increase in liabilities through this issuance (including contingent liabilities), whether there is a low proportion of liabilities and unreasonable financial cost.. 58 section VI risk description related to this non-public offering…… 59 I. policy risk…… 59 II. Force majeure risk such as major epidemic and natural factors…… 59 III. financial risk…… 59 IV. risk of profit decline caused by increased depreciation of fixed assets…… 60 5、 Risk that the land or plant required for some raised investment projects have not been obtained 60 VI. implementation risks of investment projects with raised funds 61 VII. Risk of dilution of shareholders’ immediate return 61 VIII. Risk of technical disclosure and loss of core technical personnel 61 IX. approval risk 62 X. issuance risk Section VII dividend distribution policy and dividend distribution of the company 63 I. dividend distribution policy of the company 63 II. Profit distribution of the company in the last three years sixty-seven
3、 Shareholder return plan for the next three years Section 8 diluted immediate return and filling measures of this non-public offering 71 I. potential impact of this non-public offering on the company’s main financial indicators in the year of issuance 71 II. Special tips on the risk of diluting the immediate return of this non-public offering of shares 73 III. necessity and rationality of the board of directors choosing this financing 73 IV. correlation between the investment project of the raised funds and the company’s existing business V. reserves of the company engaged in projects invested with raised funds Vi. measures taken by the company to dilute the immediate return of this offering 77 VII. Specific commitments of the company’s controlling shareholders, directors and senior managers to take filling return measures 78 VIII. Review procedures on filling measures and commitments for diluted immediate return of this offering Section 9 other matters that need to be disclosed eighty
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: I. The general term Shenzhen Clou Electronics Co.Ltd(002121) , the company, the company and the issuer
This plan refers to Shenzhen Clou Electronics Co.Ltd(002121) 2021 plan for non-public development of a shares
The pricing base date refers to the first day of the issuance period of the non-public offering
Articles of association means the Shenzhen Clou Electronics Co.Ltd(002121) articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The stock listing rules refer to the stock listing rules of Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
