Securities code: 601606 securities abbreviation: Anhui Greatwall Military Industry Co.Ltd(601606) Announcement No.: 2021-068 Anhui Greatwall Military Industry Co.Ltd(601606)
Plan for non-public offering of A-Shares in 2021
(Revised Version)
December, 2001
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 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. This plan is the explanation of the board of directors on the company's non-public offering of A-Shares in 2021 (hereinafter referred to as "this offering", "this non-public offering" or "this non-public offering"), and any statement to the contrary is untrue.
4. 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.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the 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 have yet to be approved or approved by the general meeting of shareholders and relevant approval authorities.
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 the company have been deliberated and approved at the second meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of directors. The matters related to the non-public offering can only be implemented after being approved by the state-owned assets supervision and administration institution or state funded enterprises, the State Administration of science, technology and industry for national defense, 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, including Anhui military industry group, the controlling shareholder of the company. Except Anhui military industry group, this offering is a non-public offering for specific objects, and the final offering objects are securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, other domestic legal person investors, natural persons or other institutional investors that meet the specified conditions. If a securities investment fund management company or a securities company subscribes for more than two products under its management, it shall be regarded as one issuance object; As the issuing object, trust companies can only subscribe with their own funds.
After the non-public offering of shares is approved by the CSRC, the board of directors will, within the scope of authorization of the general meeting of shareholders and in accordance with relevant laws, administrative regulations, departmental rules or normative documents, in accordance with the relevant provisions of the CSRC, According to the inquiry results, the board of directors or its authorized person shall negotiate with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders. The issuing objects of this offering subscribe for this non-public offering in cash.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The pricing principle of the issue price is: 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 (the average trading price of the company's shares 20 trading days before the pricing benchmark date = the total trading volume of the company's shares 20 trading days before the pricing benchmark date ÷ the total trading volume of the company's shares 20 trading days before the pricing benchmark date).
The total amount of non-public offering subscribed by Anhui military industry group is not more than RMB 55 million, and the non-public offering capital is not subscribed by the non-public holding shareholders of Anhui military industry group. Anhui military industry group does not participate in the inquiry process of pricing this non-public offering, but promises to accept the inquiry results of other issuers and subscribe at the same price as other issuers.
If the company's shares implement ex dividend matters such as cash dividend and dividend distribution or ex right matters such as share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issue date, the issue price of this non-public offering will be adjusted accordingly.
4. The number of shares in this non-public offering will be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 15% of the total share capital of the company before this non-public offering, and shall be subject to the approval of the CSRC on this non-public offering. As of September 30, 2021, the total share capital of the company is 724228400 shares. Based on this calculation, the number of shares in this non-public offering does not exceed 108634260 shares (including this number). After the non-public offering is approved by the CSRC, the final issuance quantity will be determined by the board of directors or its authorized person through consultation with the sponsor (lead underwriter) in accordance with the authorization of the company's general meeting of shareholders, relevant provisions of the CSRC and the actual subscription.
If the issuing object or total number of shares of this non-public offering is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the issuing object or subscription amount of this non-public offering will be changed or reduced accordingly at that time.
5. The total amount of raised funds (including issuance expenses) of this non-public offering does not exceed 693.49 million yuan (including this amount). The net amount of raised funds after deducting issuance expenses is planned to be invested in the following projects:
Unit: 10000 yuan
No. project name estimated total investment amount of implementing entity proposed investment amount of raised funds
1 high energy guided ammunition production capacity construction project Shenjian science and technology 13963.0013963.00 project
2. Low cost self seeking rocket production capacity construction Fangyuan electromechanical 11602.0011602.00 project
3 new initiating explosive device production capacity construction project Hongxing electromechanical 14210.0014210.00
4. Dongfeng electromechanical 14020.0014020.00 construction project of scientific research and production capacity of new aviation submunitions
5 unmanned intelligent vehicle development project Anhui Greatwall Military Industry Co.Ltd(601606) 6554.006554.00 Research Institute
6 research and development of ultra-high strength prestressed anchorage system Jinxing prestressed 3500.003500.00 condition construction project
7. Special payables for repaying state allocated funds Anhui Greatwall Military Industry Co.Ltd(601606) 5500.005500.00
Total 69349.0069349.00
If the net amount of funds actually raised this time is less than the amount to be invested by the raised funds of the investment project, the insufficient part shall be solved by the company's self raised funds. At the same time, the company will adjust and finally determine the priority and amount of raised capital investment according to the priorities and progress of the specific construction contents of the project. Before the raised funds are in place, the company can invest with self raised funds according to the actual progress of the project. After the raised funds are in place, the company will replace the self raised funds invested in the previous period with the raised funds according to the procedures specified in relevant laws and regulations.
6. After the completion of the non-public offering, the shares subscribed by Anhui military industry group shall not be transferred within 18 months from the end of the offering, and the shares subscribed by other issuing objects shall not be transferred within 6 months from the end of the offering. The issuing object shall issue a locking commitment for the A-Shares subscribed in this non-public offering and handle the locking of relevant A-Shares in accordance with relevant laws and regulations, relevant provisions of CSRC and Shanghai Stock Exchange and the requirements of the company. The shares derived from the company's non-public offering shares obtained by the issuing object due to the company's distribution of stock dividends, conversion of capital reserve into share capital and other forms shall also comply with the above share locking arrangements.
7. The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders after the non-public offering according to the shareholding ratio after the offering.
8. For details about the company's profit distribution and cash dividend policy, profit distribution in the last three years and shareholder return planning in the next three years, see "section V dividend distribution policy and implementation" of this plan, which is brought to the attention of investors. After the completion of this non-public offering, the net assets and total share capital of the company will increase accordingly, and the immediate return of the company may be diluted in the short term. The board of directors of the company has formulated the proposal on diluting the immediate return of the company's non-public offering of shares, the filling measures taken by the company and the commitments of relevant subjects. However, in the process of analyzing the impact of the non-public offering on the immediate return, the assumptions and analytical descriptions of the company's main financial indicators do not constitute the profit forecast of the company, The measures to make up the return do not guarantee the company's future profits. Investors are hereby reminded to pay attention to the risk that this non-public offering may dilute the immediate return.
9. This non-public offering of shares constitutes a connected transaction, but does not constitute a major asset restructuring, will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company's equity distribution not meeting the listing conditions.
10. The validity period of this non-public offering plan is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. 11. There is still great uncertainty whether the non-public offering plan can finally be reviewed and approved by the CSRC, which reminds investors to pay attention to relevant risks.
catalogue
The issuer declares that 1 special tips 2 interpretation Section 1 Summary of the non-public offering plan 9 I. Basic information of the issuer 9 II. Background and purpose of this non-public offering 9 III. issuing object and its relationship with the company 12 IV. summary of the non-public offering plan 12 v. purpose of raised funds 15 VI. whether this issuance constitutes a connected transaction 16 VII. Does this issuance lead to changes in the company's control 16 VIII. Procedures for this issuance to be submitted for approval Section 2 basic information of the issuing object and summary of the conditional share subscription agreement 18 I. Basic information of Anhui military industry group 18 II. Summary of share subscription agreement Section III feasibility analysis of the board of directors on the use of the raised funds in this issuance 23 I. use plan of the raised funds 23 II. Feasibility analysis of the investment project with raised funds 23 III. The impact of the use of the raised funds on the company's operation, management and financial situation Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 41 I. Changes in the company's business and assets, articles of association, shareholder structure, senior management structure and business structure after the issuance 41 II. Changes in the financial status, profitability and cash flow of the listed company after the issuance 42 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 4. After the completion of this offering, is there any situation that the company's funds and assets are occupied by the controlling shareholders and their affiliates
Form, or the situation where the listed company provides guarantee for the controlling shareholder and its affiliates 42 v. impact of this issuance on the company's liabilities Section V dividend distribution policy and Implementation 44 I. The company's existing dividend distribution policy 44 II. Profit distribution and use of undistributed profits of the company in the last three years 46 III. specific matters of shareholders' dividend planning in the next three years 47 section VI on the impact of the diluted immediate return of the offering and the filling measures and relevant commitments 52 I. impact of diluted immediate return of this non-public offering on the company's main financial indicators 52 II. Risk tips for diluting the immediate return of this non-public offering of shares 54 III. necessity and rationality of this non-public offering of shares 55 IV. The relationship between the non-public offering of shares and the company's existing business, and the company's personnel and technology in the project of raising investment
Technical and market reserves 55 v. specific measures taken by the company to fill the return 56 VI. commitment of directors and senior managers of the company to take filling measures for the diluted immediate return of the company's non-public offering of shares 57 VII. The controlling shareholder's commitment to take filling measures for the diluted immediate return of the company's non-public offering of shares 58 section 7 risks related to this offering 59 I. policy risks 59 II. Risk of disclosure of state secrets 59 III. Market Risk 59 IV. risks of safe production 59 v. risks caused by covid-19 epidemic 60 VI. risk of dilution of immediate return six
