Securities abbreviation: Xinjiang Tianfu Energy Co.Ltd(600509) securities code: Xinjiang Tianfu Energy Co.Ltd(600509) Xinjiang Tianfu Energy Co.Ltd(600509)
XINJIANGTIANFU ENERGY CO.,LTD
Plan for non-public offering of a shares
February, 2002
Company statement
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.
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.
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.
This plan is the explanation of the board of directors of the company on the non-public offering of a shares. 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, approval or approval of the examination and approval authority on the matters related to this non-public offering of a shares. The effectiveness and completion of the matters related to this 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
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 the non-public offering of A-Shares have been deliberated and adopted at the 13th meeting of the seventh board of directors held on February 28, 2022. The non-public offering plan still needs to be approved by the relevant state-owned assets supervision and administration department, the general meeting of shareholders and the CSRC.
2. The non-public A-share shares are issued to no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons, which meet the conditions stipulated by the CSRC. If a securities investment fund management company subscribes for more than two 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.
After the application for this non-public offering is approved by the CSRC, the final issuing object will be determined in accordance with the principles of price priority and time priority according to the subscription quotation of the issuing object. The issuing objects of this offering subscribe for the non-public offering of shares in cash and at the same price.
3. The pricing benchmark date of the non-public offering of A-Shares is the first day of the issuance period of the company's non-public offering of shares. The non-public offering of shares adopts the inquiry method, and the offering price is not less than 80% of the average price of the company's shares on the 20 trading days before the pricing benchmark date (the average price of shares on the 20 trading days before the pricing benchmark date = the total amount of shares traded on the 20 trading days before the pricing benchmark date / the total amount of shares traded on the 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 between the pricing base date and the issuance date, the base price of this issuance will be adjusted accordingly.
The final offering price shall be authorized by the general meeting of shareholders. After obtaining the approval of the CSRC on the non-public offering, the board of directors and the sponsor (lead underwriter) shall negotiate and determine it in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, according to the subscription quotation of the issuing object and the principles of price priority and time priority.
4. The number of A-Shares in this non-public offering shall not exceed 250000000, accounting for 21.71% of the total share capital of the company before the issuance and no more than 30% of the total share capital of the company before the issuance. The final issuance quantity shall 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 the non-public offering according to the actual situation at the time of issuance. If the company's shares have ex rights and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the number of shares issued this time will be adjusted accordingly.
5. The total amount of funds raised in this non-public offering does not exceed 150 million yuan. After deducting the issuance expenses, the net amount of funds raised is used for "1 million KW photovoltaic base project in Shihezi, Northern Xinjiang, BINGTUAN, Tianfu 400000 kW photovoltaic power generation project". The details are as follows:
No. project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
1 Corps North Xinjiang Shihezi 1 million KW photovoltaic base 1953190115000000 project Tianfu 400000 kW photovoltaic power generation project
Before the raised funds 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 in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
6. The shares issued to specific objects this time shall not be transferred within six months from the end of this non-public offering. During the restricted sale period, the shares derived from the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above restricted sale arrangements. After the end of the restricted sale period, it will be implemented in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
7. After the completion of this non-public offering, the accumulated undistributed profits of the company before this offering shall be jointly enjoyed by the new and old shareholders according to the equity ratio after this offering.
8. After the completion of this non-public offering, the equity distribution of the company will not meet the listing conditions, nor will it lead to changes in the controlling shareholders and actual controllers of the company.
9. The company attaches importance to the reasonable return to investors, maintains the continuity and stability of the profit distribution policy, and constantly returns to the majority of investors. The company has formulated the profit distribution policy in accordance with the requirements of laws and regulations such as 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. This plan has explained the company's profit distribution system, the amount and proportion of cash dividends in the last three years, the use of undistributed profits and the shareholder return plan for the next three years in "section IV profit distribution of the company", and investors are invited to pay attention to it.
The measures to fill in the return formulated by the company do not guarantee the company's future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
10. The validity period of the resolution on non-public offering of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
catalogue
catalogue 6 interpretation Section 1 Summary of this non-public offering of A-Shares nine
1、 Basic information of the company 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 twelve
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company's control VII. The issuance plan has been approved by relevant competent authorities and the process to be submitted for approval
Preface fifteen
Section II feasibility analysis of the board of directors on the use of the raised funds sixteen
1、 The use plan of the raised funds sixteen
2、 Basic information of this raised investment project sixteen
3、 The development prospect of this raised investment project seventeen
4、 The necessity of raising funds this time seventeen
5、 The feasibility of using the raised funds eighteen
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 19 I. business and asset integration plan, articles of association, shareholder structure and high-tech investment of listed companies after this offering
Changes in management personnel structure and business structure nineteen
2、 Changes in the company's financial position, profitability and cash flow after the issuance 19 III. business relationship, management relationship, related party transactions and
Changes in horizontal competition IV. after the completion of this offering, does the company have any funds and assets occupied by the controlling shareholders and their affiliates
Or the listed company provides guarantee for the controlling shareholder and its affiliates twenty
5、 Whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost
Situation twenty
6、 Description of risks related to this stock issuance Section 4 profit distribution of the company twenty-six
1、 Company profit distribution system twenty-six
2、 Profit distribution and use of undistributed profits of the company in the last three years twenty-eight
3、 Specific plans for shareholder returns in the next three years twenty-eight
Section V analysis of diluted immediate return of this non-public offering of shares thirty-one
1、 Analysis on the impact of diluted immediate return of this non-public offering on the company's main financial indicators thirty-one
2、 Tips on the risk of diluting the immediate return of this non-public offering thirty-four
3、 Necessity and rationality of this non-public offering 34 IV. The relationship between the project invested by the raised funds and the existing business of the company, and the company is engaged in the project invested by the raised funds
Reserves in terms of personnel, technology and market thirty-four
5、 Specific measures to be taken by the company to fill the diluted immediate return thirty-five
6、 Commitments issued by relevant entities of the company on filling return measures thirty-seven
interpretation
Unless otherwise specified in this plan, the following abbreviations have the following meanings: company, listed company, issuer refers to Xinjiang Tianfu Energy Co.Ltd(600509) person, Xinjiang Tianfu Energy Co.Ltd(600509)
The controlling shareholder and Tianfu group refers to Xinjiang Tianfu Group Co., Ltd
The actual controller and the eighth division refers to the asset management committee of the state owned Assets Management Committee of the eighth division of Xinjiang production and Construction Corps
This plan refers to the plan for Xinjiang Tianfu Energy Co.Ltd(600509) non public Development Bank A shares
This issuance and this non-public offering refer to Xinjiang Tianfu Energy Co.Ltd(600509) this issuance of A-Shares to specific objects by means of non-public offering
Board of directors means Xinjiang Tianfu Energy Co.Ltd(600509) board of directors
General meeting of shareholders means the general meeting of Xinjiang Tianfu Energy Co.Ltd(600509) shareholders
Articles of association refers to Xinjiang Tianfu Energy Co.Ltd(600509) articles of association
CSRC and CSRC refer to the China Securities Regulatory Commission
Exchange and Shanghai Stock Exchange refer to Shanghai Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
The last three years refer to 2019, 2020 and 2021
In this plan, the sum of part of the total and each addend is slightly different in the mantissa due to rounding, which is not a calculation error.
Section I summary of the non-public offering of a shares
1、 Basic information of the company
Full name of the company: Xinjiang Tianfu Energy Co.Ltd(600509)
Chinese abbreviation of the company: Xinjiang Tianfu Energy Co.Ltd(600509)
English name of the company: Xinjiang Tianfu Energy Co., Ltd
Company domicile: No. 2, Beiyi East Road, Shihezi, Xinjiang
Postal Code: 832000
Date of first registration: March 28, 1999
Registration authority: market supervision and Administration Bureau of Xinjiang production and Construction Corps
Unified social credit Code: 91650 Suning Universal Co.Ltd(000718) 900147a
Registered capital: RMB 115141501700
Paid in capital: RMB 115141501700
Legal representative: Liu Wei
Tel: 09932901128, 2902860
Fax:
