Stock abbreviation: Wuxi Chipown Micro-Electronics Limited(688508) Stock Code: Wuxi Chipown Micro-Electronics Limited(688508) Wuxi Chipown Micro-Electronics Limited(688508)
Wuxi Chipown Micro-electronics limited
(Xinpeng building, No. 16, Changjiang Road, Xinwu District, Wuxi City)
Plan for issuing A-Shares to specific objects in 2022 March 2002
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 bear individual or joint legal liabilities for false records, misleading statements or major omissions in this plan.
After the issuance of A-Shares to specific objects is completed, 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 the issuance of A-Shares to specific objects. This plan is the explanation of the board of directors of the company on the issuance of A-Shares to specific objects. 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 and confirmation of the audit authority on the matters related to the issuance of A-Shares to specific objects. The effectiveness and completion of the matters related to the issuance of A-Shares to specific objects described in this plan are subject to the deliberation and approval of the general meeting of shareholders of the company, the examination and approval of Shanghai Stock Exchange and the consent and registration of China Securities Regulatory Commission.
hot tip
1. The scheme and related matters issued to specific objects have been deliberated and adopted at the ninth meeting of the Fourth Board of directors held on March 17, 2022. The issuance to specific objects is subject to the deliberation and approval of the company’s general meeting of shareholders, the examination and approval of Shanghai Stock Exchange and the consent and registration of China Securities Regulatory Commission.
2. The objects of this issuance are no more than 35 specific investors such as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (QFII), other domestic legal person investors and natural persons who meet the conditions specified by 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.
3. The number of shares issued to specific objects this time shall not exceed 30% of the total share capital of the company before this issuance, that is, this issuance shall not exceed 33929550 shares. The final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the final issuance price. If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve to share capital and other matters from the date of resolution of the board of directors to the date of issuance, and other matters lead to changes in the company’s total share capital, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the total number of shares issued to a specific object is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to a specific object and the total amount of funds raised will be changed or reduced accordingly.
4. The issuance of shares to specific objects this time adopts the method of competitive issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The offering 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. The final issue price shall be determined by the board of directors through negotiation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities and the bidding results, but not lower than the above-mentioned issue reserve price.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company’s shares is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment. During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the base price of shares issued to specific objects will be adjusted accordingly.
5. The shares subscribed by the issuing object in this issuance shall not be transferred within six months from the date of completion of this issuance to specific objects (i.e. the date of registration of the shares in this non-public offering to the name). If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
6. The total amount of A-Shares issued to specific objects this time shall not exceed 1098838800 yuan (including this amount). The net amount of the total amount of funds raised this time after deducting the issuance expenses will be used in the following directions:
Unit: 10000 yuan
No. project name total investment amount of raised funds to be used
1 new energy vehicle high voltage power supply and electric drive power chip research 39779573842829
Development and industrialization projects
2 industrial digital power management chip and supporting power core 48819154729466
Film R & D and industrialization project
3 Suzhou R & D center project 24644152416093
Total 1132428710988388
Within the scope of the above-mentioned projects invested with raised funds, the company can appropriately adjust the investment sequence and specific amount of the corresponding projects invested with raised funds according to the actual situation such as the progress and capital demand of the project. Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment project with raised funds, and replace them 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.
If the total amount of funds raised by this issuance to specific objects is adjusted due to changes in regulatory policies or the requirements of issuance registration documents, it will be adjusted accordingly at that time.
7. After the issuance to specific objects, with the funds raised in place, the total share capital and net assets of the company will increase accordingly. As the use, implementation and benefit generation of the investment project with raised funds take a certain time, and the return of shareholders is still realized through the existing business during the period, the net profit and net assets of the company may not grow synchronously in the short term, and there is a risk that the indicators such as earnings per share and return on net assets will be diluted in the short term. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue to specific objects on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. For details, please refer to the announcement on diluting the immediate return of issuing A-Shares to specific objects, the company’s filling measures and the commitments of relevant subjects. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shareholders by issuing A-Shares to specific objects. Although the company has formulated the measures to fill the return in response to the risk of diluting the immediate return, the measures to fill the return do not guarantee the future profits of the company.
8. The issuer’s issuance to specific objects this time complies with the relevant provisions of laws and regulations such as the company law, the securities law and the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation). After the issuance to specific objects this time, the equity distribution of the company will not lead to non-compliance with the listing conditions.
catalogue
The issuer declares that 2 special tips 3 catalog 6 interpretation 8 I. General interpretation 8 II. Industry terms Section 1 Summary of the plan for issuing A-Shares to specific objects 10 I. Basic information of the issuer 10 II. Background and purpose of this release to specific objects 11 III. summary of the stock issuance plan to specific objects 14. Whether this issuance constitutes a connected transaction 17 v. whether this issuance leads to changes in the company’s control Vi. the approval of relevant competent authorities and the procedures to be submitted for approval 17 VII. Does this issuance result in the equity distribution not meeting the listing conditions Section II feasibility analysis of the application of the raised funds 18 I. use plan of the raised funds 18 I. feasibility analysis of the project invested by the raised funds 18 II. The impact of this issuance on the company’s operation, management and financial status 33 III. The investment of the raised funds belongs to the field of scientific and technological innovation Section III discussion and analysis of the board of directors on the impact of this issuance on the company 35 I. Changes in the company’s business, articles of association, shareholder structure and senior management structure after the issuance 35 II. Changes in the company’s financial position, profitability and cash flow after the issuance 36 III. after the completion of this offering, changes in the business relationship, management relationship, related party transactions and horizontal competition between the listed company and more than 5% shareholders and other enterprises controlled by them 36 IV. after the completion of this offering, whether more than 5% of the shareholders and other enterprises under their control occupy the funds of the issuer and are guaranteed by the issuer 36 v. impact of this issuance on the company’s liabilities thirty-seven
6、 Description of risks related to this stock issuance Section IV profit distribution policy and implementation of the company 40 I. profit distribution policy of the company 40 II. Implementation of cash dividend and profit distribution policies of the company in recent three years 43 III. The company’s shareholder return plan for the next three years (20222024) Section V analysis of diluted immediate return of shares issued to specific objects 49 I. calculation of the impact of this issuance to specific objects on the company’s earnings per share 49 II. Special risk tips on the issuance of diluted immediate return to specific objects 50 III. necessity and rationality of the board of directors choosing this financing 52 IV. The relationship between the investment project of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market and so on 54 v. measures taken by the company to dilute the immediate return of this offering 55 VI. The directors, senior managers, controlling shareholders and actual controllers of the company promise that the company’s diluted immediate return issued to specific objects can be effectively fulfilled by taking filling measures fifty-six
interpretation
In this report, unless the context otherwise requires, the following words or abbreviations have the following meanings: I. General interpretation Wuxi Chipown Micro-Electronics Limited(688508) , company and issuer refer to Wuxi Chipown Micro-Electronics Limited(688508)
This issuance refers to the issuance of A-Shares to specific objects
A shares refer to RMB ordinary shares, that is, the shares approved to be listed on the stock exchange, marked with face value in RMB, subscribed and traded in RMB
This plan refers to the plan for issuing A-Shares to specific objects in Wuxi Chipown Micro-Electronics Limited(688508) 2022
Board of directors refers to Wuxi Chipown Micro-Electronics Limited(688508) board of directors
General meeting of shareholders refers to Wuxi Chipown Micro-Electronics Limited(688508) general meeting of shareholders
Board of supervisors refers to Wuxi Chipown Micro-Electronics Limited(688508) board of supervisors
Articles of association refers to Wuxi Chipown Micro-Electronics Limited(688508) articles of association
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
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The State Council refers to the State Council of the people’s Republic of China
National Development and Reform Commission means the national development and Reform Commission of the people’s Republic of China
MIIT refers to the Ministry of industry and information technology of the people’s Republic of China
CSRC refers to the China Securities Regulatory Commission
Exchange means Shanghai Stock Exchange
Infineon Technologies AG
Texas Instruments means Texas Instruments
PI refers to power integrations
St means STMicroelectronics
The reporting period refers to 2019, 2020 and 2021
Yuan, 10000 yuan, 100 million yuan
