Stock Code: Hunan Kaimeite Gases Co.Ltd(002549) stock abbreviation: Hunan Kaimeite Gases Co.Ltd(002549) Hunan Hunan Kaimeite Gases Co.Ltd(002549) Co., Ltd
Plan for non-public offering of A-Shares in 2022
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, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy, integrity and timeliness of its contents.
2. After the completion of this non-public offering of a shares, 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 this non-public offering of a shares.
3. This plan is the explanation of the board of directors of the company on the non-public offering of a shares. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan need to be approved or approved by the relevant examination and approval authority.
hot tip
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this plan. 1. The matters related to the non-public offering of A-Shares have been deliberated and adopted at the ninth meeting of the Fifth Board of directors of the company. The non-public offering plan still needs to be deliberated and approved by the general meeting of shareholders and the CSRC.
2. The issuance objects of this non-public offering are no more than 35 (including 35) specific objects, including domestic securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (including the self operated accounts or managed investment product accounts of the above investors) that meet the requirements of laws and regulations Other domestic legal person investors and natural persons or other qualified investors. 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.
After the company obtains the approval document of the CSRC on the issuance, the final issuance object will be determined by the board of directors within the scope of authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws and regulations such as relevant laws, administrative regulations, departmental rules or normative documents, according to the application and quotation of the issuance object and the principle of price priority. If relevant laws, regulations and normative documents have new provisions on the issuing objects of non-public offering of shares, the company will adjust them according to the new provisions.
All issuers will subscribe for the shares of this non-public offering in RMB cash.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price is not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (excluding the pricing benchmark date, the same below) (i.e. the “issuance reserve price” of this offering).
The average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date.
In case of ex rights, ex interests or changes in share capital such as dividend distribution, share distribution, repurchase and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance reserve price of this non-public offering of shares will be adjusted accordingly.
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors of the listed company and the sponsor (lead underwriter) in the form of bidding within the scope authorized by the general meeting of shareholders after the listed company obtains the approval and reply of the CSRC on the issuance.
4. As of the announcement date of this plan, the total share capital of the company is 623700000 shares. The total amount of funds raised in this non-public offering is expected to be no more than 1 billion yuan (including this amount). The number of shares in this non-public offering is the total amount of raised funds divided by the issue price, and shall not exceed 30% of the total share capital of the company before this offering, that is, not more than 187110000 shares (including this number), and shall be subject to the approval of the CSRC. Within the above scope, the board of directors of the company shall negotiate with the sponsor (lead underwriter) to determine the final issuance quantity within the scope authorized by the general meeting of shareholders in accordance with the implementation rules and other relevant provisions and the actual subscription situation. If the company changes its share capital from the announcement date of the resolution of the board of directors on this non-public offering to the issuance date, such as share distribution, repurchase, conversion of capital reserve into share capital, the upper limit of the number of shares issued this time 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 date of completion of the offering.
During the above-mentioned share restriction period, the shares derived from the shares of this issuance subscribed by the issuing object due to the company’s share offering, the conversion of capital reserve into share capital and other matters shall also comply with the above-mentioned share restriction arrangement. The transfer of shares upon expiration shall be carried out in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
If laws, regulations and normative documents have other provisions on the sales restriction period and transfer of shares at the expiration of the issuance period subscribed by the issuing object, such provisions shall prevail.
6. The total amount of this non-public offering does not exceed RMB 1 million (including this amount). After deducting the issuance expenses, it is proposed to invest in the following projects:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 Yizhang KEMET special gas project 75185235700000
300000 tons of Fujian Hunan Kaimeite Gases Co.Ltd(002549) Sports Co., Ltd
2 / year (27.5%) high clean food and electronic 52144494300000 hydrogen peroxide project
Total 1273297210000000
Without changing the investment projects of the raised funds, the board of directors may adjust the investment amount of the raised funds of the above-mentioned single or multiple investment projects with the authorization of the general meeting of shareholders. If the actual net amount of the raised funds after deducting the issuance expenses in this non-public offering is lower than the total amount of the raised funds to be invested in the above projects, the company will adjust the priority of the raised funds and the specific investment amount of each project according to the actual net amount of the raised funds and the priorities of the projects, and the insufficient part of the raised funds will be raised by the company itself.
Before the funds raised from this non-public offering are in place, the company will invest with its own funds or self raised funds according to the actual progress of the investment projects with raised funds, and replace them according to the relevant procedures after the raised funds are in place.
7. After the completion of this non-public offering, the controlling shareholders and actual controllers of the company remain unchanged, which will not lead to the company’s equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits of the company before this non-public offering shall be shared by the new and old shareholders after the completion of this offering.
9. In order to further enhance the transparency of the company’s cash dividends and continuously improve the decision-making procedures and mechanisms of the board of directors and the general meeting of shareholders on the company’s profit distribution, the 2020 annual general meeting of shareholders held by the company on May 20, 2021 deliberated and adopted the company’s shareholder return plan for the next three years (20212023).
The company’s current cash dividend policy meets the relevant requirements of the CSRC, the dividend standard and proportion are clear and clear, and the relevant decision-making and mechanism are complete, which fully protects the legitimate rights and interests of small and medium-sized investors. For specific profit distribution policies and dividends, please refer to “section IV formulation and implementation of the company’s profit distribution policies” in this plan. 10. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the opinions of the general office of the State Council 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), As well as the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions of the CSRC, the company has formulated measures to fill the diluted immediate return after this non-public offering.
The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the effective implementation of the company’s filling return measures. For relevant measures and commitments, please refer to “section V analysis of diluted immediate return of this non-public offering of a shares” of the plan. The company’s formulation of the above measures to fill in the return does not mean any guarantee for the company’s future profits. Please pay attention to the investment risks.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 Summary of the non-public offering plan twelve
4、 Whether this issuance constitutes a connected transaction fifteen
5、 Does this issuance lead to changes in the company’s control fifteen
6、 The issuance plan has been approved by relevant competent authorities and needs to be submitted for approval
Procedure sixteen
Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 Use plan of raised funds seventeen
2、 The necessity and feasibility of the project invested by the raised funds seventeen
3、 The impact of this non-public offering on the company’s operation and management and financial status twenty-five
4、 Conclusion of feasibility analysis twenty-six
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. business and assets of the company, articles of association, shareholder structure and senior management statement after the issuance
Changes in structure and business income structure twenty-seven
2、 Changes in the company’s financial position, profitability and cash flow after the issuance twenty-eight
3、 After the issuance, the business relationship, management relationship and relationship between the company and its controlling shareholders and their affiliates
Changes in joint trading and horizontal competition twenty-nine
4、 After the completion of this offering, does the company have any funds and assets occupied by the controlling shareholders and their affiliates
Or the listed company provides guarantee for the controlling shareholder and its affiliates twenty-nine
5、 Changes in the company’s debt level after this issuance twenty-nine
6、 Discussion and analysis of risks related to this non-public offering twenty-nine
Section IV formulation and implementation of the company’s profit distribution policy thirty-six
1、 The company’s profit distribution policy thirty-six
2、 Profit distribution and use of undistributed profits of the company in the last three years thirty-nine
3、 The company’s shareholder return plan for the next three years (20212023) forty
Section V analysis of diluted immediate return of A-Shares in this non-public offering forty-five
1、 Analysis of the impact of this issuance on the main financial indicators forty-five
2、 Risk tips for diluting the immediate return of this non-public offering forty-eight
3、 Specific filling measures for diluting the immediate return of this non-public offering forty-nine
4、 Commitment of relevant parties to take filling measures to dilute the immediate return of this non-public offering fifty
interpretation
Unless otherwise specified, the following words in this plan have the following meanings: Hunan Kaimeite Gases Co.Ltd(002549) , issuer, company and Hunan Kaimeite Gases Co.Ltd(002549) listed company
Plan. This plan refers to the Hunan Kaimeite Gases Co.Ltd(002549) 2022 plan for non-public development of A-share stocks
This non-public offering and this offering refer to this Hunan Kaimeite Gases Co.Ltd(002549) non-public offering of a shares
Issuance plan refers to Hunan Kaimeite Gases Co.Ltd(002549) this non-public offering of a shares
Actual controller refers to Zhu Enfu
The controlling shareholder and haoxun technology refers to haoxun Technology Co., Ltd
The shareholder return plan for the next three years refers to the shareholder return plan for Hunan Kaimeite Gases Co.Ltd(002549) the next three years (20212023)
The articles of association refers to the Hunan Kaimeite Gases Co.Ltd(002549) 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
Measures for the administration of securities issuance and measures for the administration of securities issuance by listed companies (revised in 2020)
Measures
The implementation rules refer to the implementation rules for non-public offering of shares by listed companies
