Stock Code: 002897 stock abbreviation: Wenzhou Yihua Connector Co.Ltd(002897) Wenzhou Yihua Connector Co.Ltd(002897)
Plan for non-public offering of A-Shares in 2022
January 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 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.
The company’s plan for this non-public offering of shares is the description of the company’s board of directors on this non-public offering of shares. Any statement to the contrary is untrue.
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. The effectiveness and completion of the matters related to the non-public offering of shares described in the plan still need to be approved or approved by the relevant examination and approval authorities.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
The words or abbreviations in this part have the same meanings as those in the “interpretation” of this plan. 1. The matters related to the non-public offering of A-Shares have been deliberated and approved by the second meeting of the Fourth Board of directors of the listed company, and can be implemented only after being reviewed and approved by the general meeting of shareholders and approved by the CSRC. After the completion of this non-public offering, it is still necessary to apply for listing to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2. The objects of this non-public offering are no more than 35 specific investors, 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 who meet the conditions specified in relevant laws and regulations. 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.
After the non-public offering is approved by the CSRC, the board of directors authorized by the general meeting of shareholders of the listed company will negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results of the offering. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the listed company will adjust according to the new provisions.
3. The total amount of funds raised from this non-public offering of shares does not exceed 1077410900 yuan (including this amount). The raised funds will be used to invest in the following projects after deducting relevant issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 construction project of Tianjin photovoltaic support core component production base 45204.5840527.26
2. Yueqing photovoltaic support core component production base construction project 33243.6430319.74
3. Full scene application R & D and experimental base construction of photovoltaic support 6894.096894.09 project
4. Supplementary working capital 30000.0030000.00
Total 115342.31107741.09
If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds to be invested in the above projects, the listed company will adjust the priority of the raised funds and the specific investment amount of each project according to the actual net raised funds and the priorities of the projects, and the insufficient raised funds shall be raised by the listed company itself. Before the funds raised from this non-public offering are in place, the listed company will invest in advance with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place.
4. As of the announcement date of this plan, the total share capital of the listed company is 170672000 shares. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the listed company before this offering, i.e. no more than 51201600 shares (including this number), and shall be subject to the approval document of the CSRC. Within the above scope, after the listed company obtains the approval and reply of the CSRC on the non-public offering, the board of directors authorized by the general meeting of shareholders of the listed company shall negotiate with the sponsor (main contractor) of the offering according to the inquiry results of the offering in accordance with relevant regulations.
If the shares of the listed company are changed from the announcement date of the resolution of the board of directors to the issuance date, such as share distribution, repurchase, conversion of capital reserve into share capital, etc., the upper limit of the number of shares issued this time shall also be adjusted accordingly.
5. The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the listed company’s shares 20 trading days before the pricing benchmark date.
The average trading price of the listed company’s shares 20 trading days before the pricing benchmark date = the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date ÷ the total trading volume of the listed company’s shares 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, conversion of capital reserve into share capital, etc. from the pricing benchmark date of this issuance 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.
6. After the completion of this non-public offering, the controlling shareholders and actual controllers of the listed company have not changed, and the equity distribution of the listed company complies with the relevant provisions of Shenzhen Stock Exchange, which will not lead to the situation that the shares of the listed company do not meet the listing conditions.
7. The accumulated undistributed profits before the non-public offering will be shared by the new and old shareholders of the listed company according to the proportion of shares after the offering.
8. In accordance with the relevant provisions of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and the articles of association of China Securities Regulatory Commission, The listed company has formulated the profit distribution policy and the shareholder return plan for the next three years. See “section IV profit distribution policy and implementation of the company” in this plan for details, and investors are invited to pay attention to it.
9. According to 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) In order to protect the interests of small and medium-sized investors, The listed company has analyzed the impact of this offering on the dilution of immediate return and put forward specific measures for filling return. The relevant subjects have made a commitment to the practical implementation of the measures for filling return of the listed company. See “section V analysis of diluted immediate return of this non-public offering” of this plan for details.
10. The validity period of the resolution on the non-public offering of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the listed company.
catalogue
The issuer declares that one
Special tips two
interpretation…… seven
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、 The issuing object and its relationship with the company twelve
4、 Summary of the non-public offering plan twelve
5、 Whether this issuance constitutes a connected transaction fifteen
6、 Does this issuance lead to changes in the company’s control fifteen
7、 Procedures for this issuance plan to be submitted for approval fifteen
Section II feasibility analysis of the board of directors on the use of the raised funds sixteen
1、 The use plan of the funds raised by this non-public offering of shares sixteen
2、 Feasibility analysis of the project invested by the raised funds sixteen
3、 The impact of this non-public offering on the company’s operation, management and financial situation twenty-nine
4、 Conclusion of feasibility analysis twenty-nine
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 31 I. business and assets of the company, articles of association, shareholder structure and senior management settlement after the issuance
Changes in structure and business income structure 31 II. Changes in the company’s financial position, profitability and cash flow after the issuance 32 III. business relationship and management relationship between the company and its controlling shareholders and their affiliates after the issuance
Changes in system, related party transactions and horizontal competition IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates thirty-three
5、 Changes in the company’s debt level after the issuance thirty-three
6、 Description of risks related to this stock issuance thirty-three
Section IV profit distribution policy and implementation of the company 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-eight
3、 The company’s shareholder dividend return plan for the next three years thirty-nine
Section V analysis of diluted immediate return of this non-public offering of shares forty-three
1、 The impact of this offering on the company’s earnings per share forty-three
2、 Necessity and rationality of this non-public offering 45 III. The relationship between the investment project of the raised funds and the existing business of the company, and the company is engaged in the investment project of raised funds
Reserves in terms of personnel, technology and market forty-six
4、 Specific filling measures for diluting the immediate return of this non-public offering forty-six
5、 Commitments issued by relevant entities forty-nine
interpretation
Unless otherwise specified, the following words in this plan have the following meanings: I. interpretation of general terms Wenzhou Yihua Connector Co.Ltd(002897) / company / the company refers to Wenzhou Yihua Connector Co.Ltd(002897) company / issuer / listed company
This non-public offering / this refers to this non-public offering of A-Shares with a raised capital of no more than 1077410900 yuan (including this number)
This plan refers to the plan for Wenzhou Yihua Connector Co.Ltd(002897) 2022 non-public offering of a shares
The pricing base date refers to the first day of the issuance period of this issuance
Yihua holding refers to Yihua Holding Group Co., Ltd., which is the controlling shareholder of the company
General meeting means Wenzhou Yihua Connector Co.Ltd(002897) general meeting of shareholders
Board of directors means the Wenzhou Yihua Connector Co.Ltd(002897) board of directors
Board of supervisors means the Wenzhou Yihua Connector Co.Ltd(002897) board of supervisors
Articles of association means the Wenzhou Yihua Connector Co.Ltd(002897) articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China (revised in 2019)
The reporting period refers to 2018, 2019, 2020 and January September 2021
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
The State Council means the State Council of the people’s Republic of China
CSRC refers to the China Securities Regulatory Commission
NT means nextracker Inc
GCS means gamechange solar
