Securities code: 002829 securities abbreviation: Beijing Starneto Technology Co.Ltd(002829) Beijing Starneto Technology Co.Ltd(002829) (registered address: floor 7, building 1, yard 6, KEGU Second Street, Beijing Economic and Technological Development Zone, Beijing)
Plan for non-public offering of A-Shares in 2022 January 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 completion of the 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 stated 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 a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authorities.
hot tip
1. The non-public offering of A-Shares has been deliberated and adopted at the 10th meeting of the Fourth Board of directors of the company. According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, the non-public offering of A-Shares can only be implemented after being deliberated and approved by the general meeting of shareholders of the company, approved by the State Administration of science, technology and industry for national defense and approved by the China Securities Regulatory Commission.
2. This non-public offering is all in the form of non-public offering to specific objects, and the company will choose an opportunity to issue within the validity period approved by the CSRC.
3. The objects of this non-public offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions of the CSRC. If a securities investment fund management company subscribes for more than two funds under its management, it shall be regarded as one issuing object. As the issuing object, trust and investment companies can only subscribe with their own funds. The final issuing object will be determined by the board of directors according to the subscription quotation of the issuing object within the scope authorized by the general meeting of shareholders after obtaining the approval of the CSRC on the issuance. The objects of this non-public offering do not include the company's controlling shareholders, actual controllers and their controlled affiliates. All issuers subscribe for the shares issued this time in cash.
4. The number of A-Shares in this non-public offering shall not exceed 20% of the total share capital of 154685040 shares of the listed company before this offering, i.e. 30937008 shares (including this number).
If the company sends shares, converts the capital reserve into share capital or changes the total share capital of the company before the issuance due to other reasons between the announcement date of the resolution of the board of directors of the non-public offering and the issuance date, the upper limit of the number of shares in the non-public offering will be adjusted accordingly. The final number of shares to be issued shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the actual situation at the time of issuance in accordance with the authorization of the general meeting of shareholders.
5. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering, The issue price shall not be less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price of the company in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date). If the ex rights and ex interests of the listed company's shares occur between the pricing benchmark date of this non-public offering and the issuance date, the issuance reserve price of this non-public offering will be adjusted accordingly.
The final issue price of the non-public offering of shares will be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and according to the subscription quotation of the issuing object after the company obtains the approval of the CSRC on the non-public offering.
6. The shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of the end of this non-public offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. 7. After the completion of the non-public offering, the new and old shareholders of the company shall jointly enjoy the accumulated undistributed profits of the company before the offering according to the proportion of the company's shares held by them after the completion of the offering.
8. After the lock up period of the non-public offering expires, the shares will be listed and traded in Shenzhen Stock Exchange.
9. This non-public offering will not result in the company's equity distribution not meeting the listing conditions.
10. The validity period of this non-public offering resolution is 12 months from the date of deliberation and adoption by the general meeting of shareholders. 11. The total amount of funds raised in this non-public offering is no more than 75 million yuan, which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total project investment raised capital investment
1 UAV industrialization project 37000.0028000.00
2 UAV system research institute project 27500.0026000.00
3. Supplementary working capital 21000.0021000.00
Total 85500.007500.00
If the actual net amount of raised funds is lower than the amount to be invested with raised funds for the above projects, the insufficient part shall be raised by the company itself. Before the funds raised from the non-public offering of shares are in place, the company will first invest with self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place.
12. In accordance with the requirements of 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 10th meeting of the 4th board of directors of the company formulated the shareholder return plan for the Beijing Starneto Technology Co.Ltd(002829) next three years (2022-2024), In addition to meeting the provisions of the articles of association on profit distribution policy, the company has further improved the company's profit distribution policy. For details of the company's profit distribution policy and cash dividends, see "section V profit distribution policy and implementation of the company" in this plan.
13. After the completion of this non-public offering, the company's immediate return (financial indicators such as basic earnings per share and diluted earnings per share) may decline in the short term. Investors are reminded to pay attention to the risk that this non-public offering may dilute the immediate return of shareholders.
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) According to the requirements of 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) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The company has formulated the filling measures for diluting the immediate return after the non-public offering of a shares. At the same time, the actual controller, controlling shareholder, directors and senior managers of the company have made corresponding commitments to the practical implementation of the filling return measures of the company. For the specific contents of relevant measures and commitments, see "section VI diluted immediate return and filling measures of this non-public offering of a shares" in this plan.
Although the company has formulated filling measures to deal with the dilution of immediate return, the filling return measures do not guarantee the company's future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not bear the liability for compensation and draw the attention of the majority of investors.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of this non-public offering of A-Shares ten
1、 Basic information of the company ten
2、 Background and purpose of this non-public offering eleven
3、 Overview of the non-public offering plan fourteen
4、 Whether this issuance constitutes a connected transaction sixteen
5、 Does this issuance lead to changes in the company's control Vi. the issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section II feasibility analysis of the board of directors on the application of the raised funds eighteen
1、 The use plan of the raised funds eighteen
2、 Details of the investment project with raised funds eighteen
3、 The impact of this issuance on the company's operation, management and financial status twenty-six
4、 Conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. after the issuance, the company's business and asset integration plan, the amendment of the articles of association and the expected shareholders' settlement
Changes in structure, senior management structure and business structure twenty-eight
2、 Changes in the company's financial position, profitability and cash flow after the issuance twenty-nine
3、 Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates 29 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 29 v. whether the company's debt structure is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost Section IV description of risks related to this offering thirty-one
1、 Implementation risk of investment projects with raised funds thirty-one
2、 Risk of diluted earnings per share and return on net assets thirty-one
3、 The risk of increased market competition thirty-one
4、 Unique risks of military enterprises thirty-two
5、 Macroeconomic and environmental risks thirty-two
6、 Accounts receivable risk thirty-two
7、 Goodwill impairment risk thirty-three
8、 Stock price fluctuation risk thirty-three
9、 Approval risk thirty-three
10、 Issuance risk Section V profit distribution policy and implementation of the company thirty-five
1、 Formulation of the company's profit distribution policy thirty-five
2、 Cash dividends and use of undistributed profits of the company in the last three years thirty-eight
3、 The company's shareholder return plan for the next three years (2022-2024) Section VI diluted immediate return and filling measures of this non-public offering of A-Shares forty-three
1、 The impact of the diluted immediate return of this non-public offering on the company's main financial indicators forty-three
2、 Measures taken by the company to dilute the immediate return of this non-public offering 46 III. The company's controlling shareholders, actual controllers, directors and senior managers' commitments that the company's filling return measures can be effectively fulfilled forty-seven
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings:
1、 General interpretation
Beijing Starneto Technology Co.Ltd(002829) , the company and the company refer to Beijing Starneto Technology Co.Ltd(002829) company and listed company
This non-public offering of shares, this non-public offering of a shares, and the raised funds do not exceed 75 million yuan (including this non-public offering and this number)
Plan. This plan refers to the plan for non-public offering of A-Shares in Beijing Starneto Technology Co.Ltd(002829) 2022
The pricing benchmark date refers to the first day of the issuance period of Beijing Starneto Technology Co.Ltd(002829) this non-public offering
General meeting means Beijing Starneto Technology Co.Ltd(002829) general meeting of shareholders
Board of directors means the Beijing Starneto Technology Co.Ltd(002829) board of directors
Board of supervisors means the Beijing Starneto Technology Co.Ltd(002829) board of supervisors
A shares refer to RMB ordinary shares issued by domestic investors
Articles of association means the Beijing Starneto Technology Co.Ltd(002829) articles of association
Securities Law means the securities law of the people's Republic of China
Company law means the company law of the people's Republic of China
CSRC refers to the China Securities Regulatory Commission
Yuan, 10000 yuan
