Securities code: Tongfu Microelectronics Co.Ltd(002156) securities abbreviation: Tongfu Microelectronics Co.Ltd(002156) Announcement No.: 2022015 Tongfu Microelectronics Co.Ltd(002156)
Year 2021
Plan for non-public offering of a shares
(Revised Version)
March 2022
Issuer 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.
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 investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
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 mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to this non-public offering of shares.
Important tips
1. Tongfu Microelectronics Co.Ltd(002156) (hereinafter referred to as ” Tongfu Microelectronics Co.Ltd(002156) ” and “the company”) the matters related to the non-public offering of shares have been deliberated and adopted at the 7th Meeting of the 7th board of directors, the 2nd extraordinary general meeting in 2021 and the 10th meeting of the 7th board of directors. The plan for this non-public offering of shares has obtained the reply on approving Tongfu Microelectronics Co.Ltd(002156) non-public Development Bank shares (zjxk [2022] No. 261) from the CSRC.
The company will implement this non-public offering in accordance with the law, apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for stock issuance, registration and listing, and perform the relevant procedures of this non-public offering.
2. The objects of this issuance are no more than 35 specific objects, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors that meet the requirements of the CSRC. 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 and investment company is the issuing object, it can only subscribe with its own funds.
The final issuing object shall be determined by the board of directors of the company and the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents, according to the subscription quotation of the issuing object and the principle of price priority. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
All the objects of this non-public offering subscribe for the shares 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 issue price shall not be less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date ÷ the total stock trading volume in the 20 trading days before the pricing benchmark date). 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 price will be adjusted accordingly.
The final issue price will be determined by the board of directors or the person authorized by the board of directors and the sponsor (lead underwriter) through negotiation in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities and according to the subscription quotation of the issuing object.
4. The number of shares in this non-public offering is the total amount of raised funds divided by the issue price of this non-public offering, and does not exceed 30% of the total share capital of the company before this offering, that is, it does not exceed 398711078 shares (including 398711078 shares). The total subscription amount of a single subscription object and its affiliates and persons acting in concert shall not exceed 132903692 shares, which shall not exceed 10% of the total share capital of the company before this offering.
If the company’s shares are subject to ex rights matters such as share distribution, conversion of capital reserve into share capital, allotment of shares and so on from the resolution date of the board of directors to the issuance date of this non-public offering, the upper limit of the number of shares issued this time will be adjusted accordingly. The final issuance quantity shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of this issuance in accordance with the authorization of the general meeting of shareholders of the company, relevant regulations of the CSRC and the actual situation at the time of issuance.
5. After the completion of this non-public offering, the shares subscribed by the issuing object shall not be listed, traded or transferred within six months from the date of completion of the offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares derived from the non-public offering shares of the company obtained by the object of this issuance due to the company’s distribution of stock dividends, conversion of capital reserve and other forms shall also comply with the above share locking arrangements. The reduction of the company’s shares obtained by the issuing object after the expiration of the sales restriction period is not applicable to the relevant provisions of the provisions on the reduction of shares by shareholders of listed companies, directors, supervisors and senior managers of listed companies, but shall comply with the relevant provisions of laws, administrative regulations, departmental rules or normative documents such as the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange.
6. The total amount of funds to be raised by the company in this non-public offering shall not exceed 550 million yuan (including 550 million yuan). The net amount of funds raised after deducting the issuance expenses will be fully invested in the following projects:
Unit: 10000 yuan
No. project name total investment amount raised fund proposed investment amount
1 memory chip packaging test production line construction project 95565007165000
2 high performance computing product packaging test industrialization project 9802 Maoye Commercial Co.Ltd(600828) 5600
3 5g and other new generation communication products packaging test project 992 Shenzhen Tagen Group Co.Ltd(000090) 85000
4. Wafer level packaging product expansion project 97868008884400
5 power device packaging test expansion project 56715005080000
6. Supplement working capital and repay bank loans 165 Ping An Bank Co.Ltd(000001) 6500000
Total 6123740055000000
Before the funds raised from this non-public offering are in place, the company will first invest with self raised funds according to the needs of the project, and replace them after the raised funds are in place.
On the premise of not changing the raised investment project, the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is lower than the amount to be invested by the raised funds, the insufficient part of the company will be solved through self raised funds.
7. This non-public offering of A-Shares will not lead to the company’s equity distribution not meeting the listing conditions.
8. After the completion of this non-public offering of shares, the undistributed profits accumulated before the issuance of the company will be shared by the new and old shareholders after the issuance in accordance with the proportion of shares of the company held by them after the completion of this offering.
9. The company has further improved its profit distribution policy 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 issued by the CSRC. For the company’s profit distribution policy, cash dividends in recent three years and future shareholder return planning, please refer to “section IV profit distribution policy and implementation of the company” in this plan.
10. This non-public offering will expand the scale of the company’s share capital and net assets, and may dilute the company’s earnings per share and return on net assets before the benefits of the raised investment project are realized. As it takes some time to release the profits of raised investment projects, there is a risk that the company’s earnings per share and return on net assets will be diluted in the short term. According to the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GF [2013] No. 110) According to the relevant provisions of the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to the dilution of the immediate return of the initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), the company has analyzed whether the immediate return of this offering is diluted and formulated relevant measures, However, the filling measures formulated 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.
The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the effective implementation of the company’s measures for filling returns. For relevant measures and commitments, please refer to the relevant contents of “section V diluted immediate returns and filling measures of this non-public offering” of the plan.
11. In particular, investors are reminded to carefully read “VI. risk statement related to this issuance” in “section III discussion and analysis of the board of directors on the impact of this issuance on the company” of this plan, and pay attention to investment risks.
interpretation
In this plan, unless otherwise specified, the following words have the following specific meanings: the company, the company and Tongfu Weizhi Tongfu Microelectronics Co.Ltd(002156)
Electricity, the issuer’s current offering and this non-public offering
Issuance and this non-public offering refers to the non-public offering of A-Shares in Tongfu Microelectronics Co.Ltd(002156) 2021
shares
This plan and the plan refer to Tongfu Microelectronics Co.Ltd(002156) 2021 non-public Development Bank A-share stock plan
The pricing benchmark date refers to the first day of the issuance period of the non-public offering
Industrial fund refers to national integrated circuit industry investment fund Co., Ltd
Huada micro refers to Nantong Huada microelectronics Group Co., Ltd
Major shareholders refer to the shareholders holding more than 5% of the shares of the company before this issuance, namely Huada micro and industrial fund
Tongfu Chaowei Suzhou refers to Chaowei semiconductor technology (China) Co., Ltd., which has been renamed Suzhou Tongfu Chaowei Semiconductor Co., Ltd
Tongfu Chaowei Penang refers to advanced microdevices export SDN.BHD, which has been renamed tfamd Microelectronics (Penang) SDN.BHD
Amd refers to advanced microdevices, Inc., the world’s leading microprocessor manufacturer
MediaTek Inc
St microelectronics N.V
Infineon Technologies AG
Ruby refers to Realtek Semiconductor Corporation, China Taiwan listed company, stock code 2379. TW
Shanghai Awinic Technology Co.Ltd(688798) refers to Shanghai Awinic Technology Co.Ltd(688798) , A-share listed company, Shanghai Awinic Technology Co.Ltd(688798) SH
Shenzhen Goodix Technology Co.Ltd(603160) refers to Shenzhen Goodix Technology Co.Ltd(603160) , A-share listed company, stock code: Shenzhen Goodix Technology Co.Ltd(603160) SH
Maxscend Microelectronics Company Limited(300782) refers to Maxscend Microelectronics Company Limited(300782) , A-share listed company, stock code: Maxscend Microelectronics Company Limited(300782) SZ
Will Semiconductor Co.Ltd.Shanghai(603501) refers to Will Semiconductor Co.Ltd.Shanghai(603501) , A-share listed company, stock code: Will Semiconductor Co.Ltd.Shanghai(603501) SH
Put the integrated circuit or discrete device chip into a special tube shell or package it with special materials to protect the chip from external influence and work stably and reliably; At the same time, through different forms of packaging, it can be easily assembled (welded) to all kinds of complete machines
After IC packaging, the function and electrical parameters of IC need to be measured to screen out the unqualified products, and the quality defects in the process of chip design, manufacturing and packaging can be found through the test results
Gartner refers to a well-known IT research and consulting company in the United States
WSTS refers to world semiconductor
