Securities code: Kangda New Materials(Group) Co.Ltd(002669) securities abbreviation: Kangda New Materials(Group) Co.Ltd(002669) Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
KANGDA NEW MATERIALS （GROUP）CO., LTD
(registered address: No. 169, Leizhou Road, Fengxian District, Shanghai)
Plan for non-public offering of a shares
March, 2002
Company statement
1、 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.
2、 After the issuance, the company shall be responsible for the changes of the company’s operation and income. The investors shall be responsible for the investment risks arising from this issuance.
3、 This plan is the statement of the board of directors of the company on this issuance, and any statement to the contrary is untrue.
4、 Investors should consult their own stockbrokers, lawyers, accountants or other professional advisers if they have any questions.
5、 The matters stated in this plan do not represent the substantive judgment, confirmation, approval or approval of the approval authority on matters related to this issuance. The effectiveness and completion of the matters related to this issuance described in this plan have yet to be approved or approved by the relevant examination and approval authorities.
Tips on major issues
1、 The issues related to this issuance of the company have been deliberated and approved at the 44th meeting of the Fourth Board of directors, the third extraordinary general meeting of shareholders in 2021 and the second meeting of the Fifth Board of directors. The issuance plan can only be implemented after being approved by the China Securities Regulatory Commission.
2、 The issuing objects of this non-public offering are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the controlling shareholder Tangshan financial holding incubation. Among them, the total number of shares to be subscribed by Tangshan financial holding incubation shall not be less than 24.99% of the actual number of shares issued in this non-public offering, and the shareholding proportion after the completion of this offering shall not exceed 29.99% of the total share capital of the company; The remaining shares are subscribed by other issuers in cash. The final number of shares subscribed by Tangshan financial holding incubation is determined by the supplementary agreement signed by Tangshan financial holding incubation after the issuance price is determined. Tangshan financial holding incubation does not participate in the market bidding process, but promises to accept the market bidding results and subscribe for the non-public offering of A-Shares at the same price as other specific investors.
Other issuing objects except Tangshan financial holding incubation include securities investment fund management companies, securities companies, finance companies, insurance institutional investors, trust companies, qualified foreign institutional investors, RMB qualified foreign institutional investors and other qualified investors in accordance with the provisions 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 company is the issuing object, it can only subscribe with its own funds.
Except for Tangshan financial holding incubation, the other issuing objects of this non-public offering have not been determined. After the non-public offering is approved by the CSRC, the company’s general meeting of shareholders will authorize the board of directors and its authorized persons to work with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders to determine the specific issuance object according to the purchase quotation of the issuance object in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents. All issuers subscribe for the shares of this non-public offering in cash and at the same price.
3、 This non-public offering of shares adopts the method of inquiry issuance, and the pricing benchmark date is the first day of the issuance period. In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public development of shares by listed companies, The issue price of this non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the company’s latest audited net asset value per share before the issue (i.e. “issue base price”). The final issue price of this non-public offering will be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the principle of price priority after the company obtains the approval of this offering and in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, regulations and other normative documents and market conditions. If the company’s shares have ex dividend and ex right matters such as cash dividend distribution, stock dividend distribution and share capital conversion from the pricing benchmark date of this issuance to the issuance date, the issuance price will be adjusted accordingly. If the national laws and regulations have new provisions on the issue pricing of non-public offering, the company will adjust according to the new provisions.
4、 The number of shares in this non-public offering is finally determined by dividing the total amount of funds raised in this non-public offering (no more than 70 million yuan) by the issue price, and shall not exceed 30% of the total share capital of the company before the issue (i.e. no more than 75747876 shares), and shall be subject to the number of shares approved by the CSRC.
If the company’s shares have ex right and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital 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 in this non-public offering will be adjusted accordingly.
If the number of funds to be raised or the total number of shares to be issued in this non-public offering is reduced due to changes in regulatory policies or the requirements of issuance approval documents, the number of shares in this non-public offering of the company will be adjusted accordingly.
5、 After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within six months from the end of this non-public offering; The shares subscribed and originally held by the controlling shareholders, actual controllers and enterprises under their control shall not be transferred within 18 months; If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the expiration of the lock-in period, the reduction of the shares of the company obtained by the issuing object due to this non-public offering shall also comply with the company law, securities law and other laws, regulations, normative documents, relevant rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association of the company. 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.
6、 The total amount of funds raised by the company’s non-public offering of shares does not exceed 70 million yuan. The net amount of the raised funds after deducting the issuance expenses is intended to be used for the construction of raised investment projects and supplement working capital.
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised is less than the above amount of funds to be invested, the insufficient part of the funds raised shall be solved by the company with its own funds or through other financing methods. If the self raised funds of the company are put in place before the self raised funds of the company are put into the development of the project, the self raised funds will be put into the project first according to the planning. The company will deposit the raised funds in the special account determined by the board of directors for centralized management and special use according to the special account storage system of raised funds.
7、 In order to take into account the interests of new and old shareholders, after the issuance, the new and old shareholders of the company will share the accumulated undistributed profits before the issuance.
8、 The company attaches importance to the reasonable return on investment to investors, maintains the continuity and stability of profit distribution policies, and has formulated perfect profit distribution policies, decision-making procedures and decision-making mechanisms. Please see the specific contents of “section V formulation and implementation of the company’s profit distribution policies” in this plan for details.
9、 This issuance will not lead to changes in the controlling shareholders and actual controllers of the company. After the completion of this non-public offering of shares, the equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange and will not lead to non-compliance with the listing conditions of shares.
10、 According to the relevant provisions of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) issued by the general office of the State Council and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31) issued by the CSRC, The company has formulated measures to fill the diluted immediate return after the non-public offering. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the company’s measures to fill the return. For relevant measures and commitments, please refer to “section VI other necessary disclosures” of this plan
At the same time, the company specially reminds investors that the formulation of filling return measures does not guarantee the company’s future profits. Please pay attention to investment risks.
11、 The board of directors specially reminds investors to carefully read the relevant contents of “VI. risk statement related to this stock issuance” in “section III discussion and analysis of the impact of this issuance on the company by the board of directors” of this plan, and pay attention to investment risks.
interpretation
In the non-public offering plan of A-Shares of Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd., unless otherwise specified, the following abbreviations have the following specific meanings: Kangda New Materials(Group) Co.Ltd(002669) , the company and the company refer to Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
This offering, the non-public company’s proposed non-public offering of A-Shares of no more than 70 million yuan (including 70 million yuan), and the non-public offering of index shares
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
Tangshan SASAC refers to the state owned assets supervision and Administration Commission of Tangshan Municipal People’s government and the actual controller of the company
Tangshan financial holding incubator refers to Tangshan financial holding industry incubator Group Co., Ltd., the controlling shareholder of the company
Tangkong Kechuang refers to Tianjin tangkong Kechuang Group Co., Ltd., which is the controlling shareholder of Tangshan financial holding incubation
Tangshan financial holding refers to Tangshan Financial Holding Group Co., Ltd., which is the parent company of tangkong scientific and technological innovation
CSRC refers to the China Securities Regulatory Commission
This plan refers to the plan for non-public offering of A-Shares of Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
The articles of association refers to the articles of association of Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
The reporting period and the last three years refer to 2018, 2019, 2020 and January September 2021
Yuan means RMB yuan
Note: any discrepancy between the total number and the mantissa of the sum of the itemized values in this plan is caused by rounding. Section I summary of the non-public offering of A-Shares I. Basic information of the issuer
Company name: Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
English Name: Kangda new materials (Group) Co., Ltd
Company domicile: No. 169, Leizhou Road, Fengxian District, Shanghai
Registered capital: 252492900 yuan
Legal representative: Mr. Wang Jianxiang
Date of establishment: July 14, 1988
Listing place: Shenzhen Stock Exchange
Listing date: April 16, 2012
Stock Code: Kangda New Materials(Group) Co.Ltd(002669)
Stock abbreviation: Kangda New Materials(Group) Co.Ltd(002669) II. Background and purpose of this issuance (I) background of this issuance
1. As a widely used industrial material, adhesive ushers in a large market space
With the promotion of the sustainable development of the national economy and the upgrading of the industrial structure, China’s adhesive industry closely follows the national development strategy and grows steadily. With the strong demand for glue in high-end fields such as new energy, fabricated construction, infrastructure real estate and 5g consumer electronics, China’s adhesive industry promotes the functionalization and high-end of products in the adhesive industry, and the application field is expanding.
During the 13th Five Year Plan period, China’s adhesive and adhesive tape industry maintained steady growth, and the industry development model gradually changed from scale expansion to quality and efficiency improvement. The enterprise’s technological innovation ability and management innovation ability were gradually improved. During the 14th Five Year Plan period, the development goal of China’s adhesives is that the average annual growth rate of output is 4.2%, and the average annual growth rate of sales is 4.3%; The development goal of China’s adhesive tape is that the average annual growth rate of output is 4.5%, and the average annual growth rate of sales is about 4.2%. Strive to change the situation of insufficient high-end and surplus low-end domestic products by the end of 2025, so that the proportion of output value of high value-added products in the industry will reach 40%.
2. Restricted by production capacity, it is urgent to expand production to meet market demand
In recent three years, the company’s adhesive products have a high capacity utilization rate, and the production equipment is basically in full load production. The company used its own funds to invest in production equipment and technological transformation to expand the production of adhesives, but it still can not meet the demand of future customers. In terms of sales, the company’s adhesive production has increased year by year, but the demand is still in short supply. It is expected that the orders of epoxy adhesive, polyurethane adhesive, silica gel and acrylate will increase greatly in the future. If the company cannot expand its production capacity in time, it will not be able to cope with the rapid growth of the current customer order demand, and the production capacity bottleneck will become an obstacle to the further development of the company. Therefore, expanding the scale of production capacity is to comply with the internal requirements of the rapid growth of market demand and an inevitable way to consolidate the company’s leading position in the industry and promote the rapid growth of performance. (II) purpose of this issuance
1. Improve the company’s core competitiveness and profitability
One of the main reasons for the differences in adhesive properties between China and foreign countries is the problem of raw materials. The key raw materials of high-end products are often only mastered by foreign companies. Whether in terms of supply stability or price, they are subject to foreign suppliers, which directly leads to the monopoly of foreign adhesive enterprises in the field of high-end products. Through the construction of this project, the production and construction of modified special epoxy resin and modified polyester will solve the problem that these two kinds of key raw materials are subject to foreign suppliers, improve the performance and price advantages of products in terms of cost and stable mass production, and provide raw material guarantee for China’s high-end adhesive products. Through the implementation of this project, the company plans to significantly increase the production and marketing scale of adhesives, enhance the share of the company’s adhesive products in the Chinese market, and consolidate the company’s leading advantage in the Chinese adhesive industry. The project will bring good economic benefits to the company, which is very necessary to improve the profitability of the company and further improve the comprehensive competitiveness of the enterprise.
2. Promote the adjustment of industrial structure and promote the development of adhesive industry
In recent years, China’s adhesive industry has developed rapidly, and the global industrial focus has gradually shifted from Europe and the United States to Asia
