Securities code: 300655 securities abbreviation: Crystal Clear Electronic Material Co.Ltd(300655) Announcement No.: 2022-005 bond Code: 123031 bond abbreviation: Jingrui convertible bond
Bond Code: 123124 bond abbreviation: jingruizhuan 2
Crystal Clear Electronic Material Co.Ltd(300655)
Crystal Clear Electronic Material Co., Ltd
168 Shanfeng Road, Hedong Industrial Park, Wuzhong Economic Development Zone, Suzhou
2021 plan for issuing shares to specific objects through simple procedures (three revised drafts)
January 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the announcement 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 the authenticity, accuracy and integrity of the contents of the plan.
2. This plan is prepared in accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
3. After the issuance of shares to specific objects in a simple procedure, 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 the issuance of shares to specific objects through summary procedures.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects through summary procedures. Any statement to the contrary is untrue.
5. Investors should consult their brokers, 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 examination and approval authority on the matters related to this stock issuance. The effectiveness and completion of the matters related to this stock issuance described in this plan need to be reviewed and approved by the board of directors of the company, reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC for registration.
hot tip
1. The issues related to the issuance of shares to specific objects through summary procedures have been approved by the 38th meeting of the second board of directors, the 2020 annual general meeting of shareholders, the 51st meeting of the second board of directors, the 54th meeting of the second board of directors It was deliberated and adopted at the 55th meeting of the second board of directors and the 56th meeting of the second board of directors. According to the provisions of relevant laws and regulations, the scheme of issuing shares to specific objects through simple procedures can only be implemented after being reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2. The objects of this offering are noan Fund Management Co., Ltd., Jinan Ruihe investment partnership (limited partnership), CAITONG Fund Management Co., Ltd., Goldman Sachs & Co.LLC and Guo Weisong. All issuers subscribe for the shares issued this time in cash.
3. According to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issuance price, issuance object and number of allocated shares in the subscription invitation, the issuance price is determined to be 41.48 yuan / share.
The pricing benchmark date of this offering is the first day of the offering period (i.e. December 6, 2021). The issue price shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date. In case of 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.
4. According to the bidding results of this issuance, the number of shares to be issued this time is 5810032, which does not exceed the upper limit specified in the resolution of the board of directors and 30% of the total share capital of the company before this issuance.
If the company's shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued will be adjusted accordingly. The final number of shares issued shall be subject to the registration approval document of the CSRC on this issuance.
5. The total amount of funds to be raised in this offering is 241000127.36 yuan, not more than 300 million yuan and not more than 20% of the net assets at the end of the most recent year (the end of 2020); The net amount of raised funds after deducting relevant issuance expenses will be used for the following items:
Unit: Yuan
S / n project name total investment of the project proposed to raise funds this time
1 Yangheng chemical has an annual output of 90000 tons of VLSI 350143400.00193900000.00
Technical transformation project of semiconductor grade high purity sulfuric acid (phase II)
2. Supplement working capital or repay bank loans 47100127.3647100127.36
Total 397243527.36241000127.36
Note: the total investment of the project in the table only indicates that Yangheng chemical has an annual output of 90000 tons of semiconductor grade high purity sulfur for VLSI
Acid technical transformation project (phase II), with a production capacity of 60000 T / A.
If the net amount of funds actually raised from the issuance of shares is less than the needs of the above-mentioned project plans to invest in the raised funds, the insufficient part shall be raised by the company itself. Before the funds raised in this offering are in place, the company can invest with self raised funds according to the actual progress of the project, and replace the self raised funds with the raised funds after the raised funds are in place.
6. After the completion of this offering, the shares subscribed by the offering object shall not be listed for trading within 6 months from the date of the end of the offering. The company's shares increased due to the company's share giving and the conversion of capital reserve into share capital after the end of this offering shall also comply with the above arrangement of the restricted sale period. After the end of the restricted sale period, it shall be implemented in accordance with the provisions of the CSRC, Shenzhen Stock Exchange and other relevant departments. If the national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the restriction period of issuing shares to specific objects, the company will adjust accordingly.
7. According to 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, the company has formulated the return plan for shareholders' dividends in the next three years (2020-2022), For details, please refer to "section VI profit distribution policy and implementation of the company" of the plan.
8. According to the guiding opinions on matters related to diluting the immediate return of initial public offering, refinancing and major asset restructuring issued by the CSRC, the company has analyzed whether to dilute the immediate return of this offering, For details, see "Section VII I. commitments made by the board of directors on the diluted immediate return of this offering and specific measures to fulfill the return". The company's development of compensation and return measures does not guarantee the company's future profits.
9. The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
10. The completion of this offering 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.
11. The board of directors specially reminds investors to carefully read the relevant contents of "section V risk description related to this issuance" of the plan and pay attention to investment risks.
catalogue
The issuer declares that 2 special tips 3 catalog 6 interpretation Section 1 Summary of the stock issuance plan ten
1、 Basic information of the issuer ten
2、 Background and purpose of this offering ten
3、 Issuing object and its relationship with the company twelve
4、 Summary of the plan for issuing shares to specific objects through simple procedures twelve
5、 Whether this issuance constitutes a connected transaction fifteen
6、 Does this issuance lead to changes in the company's control XVII. The issuance plan has been approved by relevant competent authorities and needs to be submitted for approval
Program Section II summary of share subscription agreement with effective conditions eighteen
1、 Contract subject eighteen
2、 Subscription method, subscription quantity and price, sales restriction period eighteen
3、 Conditions and time of effectiveness of the agreement twenty
4、 Liability for breach clause Section III feasibility analysis of the board of directors on the use of the raised funds twenty-one
1、 Use plan of raised funds twenty-one
2、 Basic information and feasibility analysis of the project invested with raised funds twenty-one
3、 The impact of this issuance on the company's operation, management and financial situation twenty-five
4、 Conclusion of feasibility analysis on the use of funds raised in this offering twenty-six
Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. Changes in the company's business, articles of association, shareholder structure and senior management structure after the issuance
Dynamic situation twenty-seven
2、 Changes in the company's financial position, profitability and cash flow after the issuance twenty-eight
3、 Business relationship, management relationship, related party transactions and
Changes in horizontal competition 28 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 company provides guarantee for the controlling shareholder and its affiliates twenty-eight
5、 The impact of this issuance on the company's debt structure Section V risk description related to this offering Section VI profit distribution policy and implementation of the company thirty-four
1、 The company's current dividend distribution policy thirty-four
2、 Dividend distribution of the company during the reporting period thirty-seven
3、 Shareholder dividend return planning for the next three years 39 Section VII statements and commitments of the board of directors related to this offering 44 I. the commitment made by the board of directors on the diluted immediate return of this offering and the specific measures to fill the return
Shi II. The board of directors' opinions on whether there are other equity financing plans in the next 12 months other than this offering
Ming forty-seven
3、 Statement of the board of directors of the company that there is no breach of faith in the company forty-seven
interpretation
In this plan, unless otherwise specified, the following words have the following meanings: Part I: common words: the company, the company and the issuing company Crystal Clear Electronic Material Co.Ltd(300655) (formerly known as Suzhou Jingrui Chemical Co., Ltd., Crystal Clear Electronic Material Co.Ltd(300655) company, formerly referred to as Jingrui Co., Ltd.)
General meeting means Crystal Clear Electronic Material Co.Ltd(300655) general meeting of shareholders
Board of directors means the Crystal Clear Electronic Material Co.Ltd(300655) board of directors
Board of supervisors means the Crystal Clear Electronic Material Co.Ltd(300655) board of supervisors
This time, the summary procedure is applied to
Issue of shares to specific objects
Note: this time refers to the issuance of shares by the company to specific objects in 2021 through summary procedures
Send sequence to specific objects
I. this issuance
This plan refers to the company's plan for issuing shares to specific objects through simple procedures (three revised drafts)
Yangheng chemical refers to Jiangsu Yangheng Chemical Co., Ltd., a holding subsidiary of which the company holds 69.52%
Suzhou Ruihong refers to Suzhou Ruihong Electronic Chemicals Co., Ltd., a 100% wholly-owned subsidiary of the company
Mitsubishi chemical means Mitsubishi Chemical Co., Ltd
Tok means Tokyo Yinghua Industry Co., Ltd
JSR means JSR Co., Ltd
Fuji means Fuji Chemical Industry Co., Ltd
Shinyue chemical refers to shinyue Chemical Industry Co., Ltd
Sumitomo chemical means Sumitomo Chemical Industry Co., Ltd
Wako refers to Japan Heguang pure pharmaceutical industry Co., Ltd
Dow chemical means Dow Chemical Company
Ashland means Ashland Group Corporation (Ashland)
Sigma Aldrich refers to sigma Aldrich, a life science brand under Merck
BASF means BASF, Germany
Dongjin shimeiken refers to Dongjin Semiconductor Co. Ltd of Korea
In this project, high-purity sulfuric acid refers to the semiconductor grade high-purity sulfuric acid technology project (phase II) of Yangheng chemical with an annual output of 90000 tons for VLSI
CSRC means China Securities Regulatory Commission
