Stock abbreviation: Profit Cultural & Creative Group Co.Ltd(300640) Stock Code: Profit Cultural & Creative Group Co.Ltd(300640) Profit Cultural & Creative Group Co.Ltd(300640)
Profit Cultural & Creative Group Co., Ltd.
Year 2022
Plan for issuing shares to specific objects through simple procedures
March, 2002
Issuer statement
1、 The company and all members of the board of directors promise that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of this plan.
2、 This plan is prepared in accordance with the regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
3、 This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects through summary procedures. Any statement to the contrary is a false statement.
4、 According to the provisions of the securities law, the company shall be responsible for the changes of the company’s operation and income after the securities are issued according to law; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects through summary procedures.
5、 Investors should consult their own stockbrokers, lawyers, accountants or other professional advisers if they have any questions.
6、 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 the issuance of shares to specific objects through simple procedures. The effectiveness and completion of the matters related to the issuance of shares described in this plan need to be reviewed and approved by Shenzhen Stock Exchange and the decision of registration made by CSRC.
hot tip
1、 The issues related to the issuance of shares to specific objects through summary procedures have been deliberated and approved at the 12th meeting of the Fourth Board of directors of the company, and need to be reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration.
2、 There are no more than 35 issuing objects who issue shares to specific objects through summary procedures, and they are legal persons, natural persons or other legal investment organizations that meet the conditions stipulated 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; As the issuing object, trust companies can only subscribe with their own funds.
3、 The total amount of funds to be raised in this offering shall not exceed 134617200 yuan (including 134617200 yuan), no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year; The net amount of raised funds after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1 new media operation and digital exhibition center construction project 10961721096172
2. Supplementary working capital 25 Shenzhen Tellus Holding Co.Ltd(000025) 0000
Total 1346172
Before the funds raised in this offering are in place, the company can raise its own funds and bank loans for early investment according to the actual situation such as project progress and capital demand, and replace the early investment according to the procedures specified in relevant laws and regulations after the raised funds are in place. If the net amount of funds actually raised in this offering is insufficient to pay the above-mentioned amount, the company will solve the insufficient part through self raised funds.
4、 The pricing benchmark date of this issuance is the first day of the issuance period of the company’s issued shares, and the issuance price is not less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (the average trading price of A-Shares 20 trading days before the pricing benchmark date = the total trading volume of A-Shares 20 trading days before the pricing benchmark date / the total trading volume of A-Shares 20 trading days before the pricing benchmark date).
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance to specific objects will be adjusted accordingly.
5、 The number of shares issued this time shall not exceed 856095 million shares (including 856095 million shares), and shall not exceed 30% of the total share capital of the company before this issuance. The final number of shares issued shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the lead underwriter of this issuance according to specific circumstances.
If the company’s shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the registration approval document of the CSRC on this issuance.
6、 The shares issued to specific objects through summary procedures shall not be transferred within 6 months from the date of the end of this issuance. After the end of this offering, the company’s shares increased due to the company’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
7、 In accordance with 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 (zjf announcement [2022] No. 3) and other relevant laws, regulations and normative documents of the CSRC, as well as the provisions of the articles of association, The board of directors of the company has formulated the shareholder return plan for Profit Cultural & Creative Group Co.Ltd(300640) next three years (20222024). For the company’s dividend distribution policy, the amount and proportion of cash dividends in the last three years, and the use arrangement of undistributed profits, please refer to “section V profit distribution policy and implementation of the company” in this plan.
8、 The accumulated undistributed profits of the company before the issuance will be shared by the new and old shareholders after the issuance to specific objects in a simple procedure according to their respective shareholding ratio.
9、 According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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 initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) require that in order to protect the interests of small and medium-sized investors, the directors and senior managers of the company The controlling shareholders and actual controllers of the company have made relevant commitments to take filling measures to dilute the immediate return on this issuance. See “section VI statement and commitments of the board of directors related to this issuance” in this plan for details.
10、 This issuance will not lead to changes in the company’s control, nor will it lead to the company’s equity distribution not meeting the listing conditions.
11、 In particular, investors are reminded to carefully read the relevant contents of “section IV description of risks related to this issuance” of this plan and pay attention to investment risks.
catalogue
The issuer declares that 1 special tips 2 catalog 4 interpretation Section 1 Summary of the stock issuance plan seven
1、 Basic information of the issuer seven
2、 Background and purpose of this offering eight
3、 Issuing object and its relationship with the company twelve
4、 Summary of this offering plan thirteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Whether this issuance leads to the change of control of the company 16 VII. Whether the implementation of the stock issuance plan may lead to the equity distribution not meeting the listing conditions sixteen
8、 The approval procedure issued to specific objects by simple procedure this time sixteen
Section II feasibility analysis of the board of directors on the use of the raised funds eighteen
1、 The use plan of the raised funds eighteen
2、 Basic information of the project invested by the raised funds eighteen
3、 Necessity and feasibility analysis of the project invested by the raised funds twenty
4、 The impact of this issuance on the company’s operation and management and financial status twenty-three
5、 Feasibility analysis conclusion of the project invested with raised funds twenty-four
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 25 I. The impact of this offering on the company’s business and assets, articles of association, shareholder structure and senior management
Impact of structure and business structure twenty-five
2、 The impact of this offering on the financial status, profitability and cash flow of listed companies 26 III. business relationship and management between the company and its controlling shareholders and their affiliates after the completion of this issuance
Changes in relationship, related party transactions and horizontal competition 26 IV. after the completion of this offering, does the company have any funds and assets occupied by the controlling shareholders and their affiliates
Or the company provides guarantee for the controlling shareholder and its affiliates twenty-six
5、 The impact of this issuance on the company’s liabilities twenty-six
Section IV description of risks related to this issuance twenty-eight
1、 Market and operational risks twenty-eight
2、 The implementation risk of the project invested by the raised funds twenty-nine
3、 Financial risks thirty
4、 Risks associated with this offering thirty-one
Section V profit distribution policy and implementation of the company thirty-two
1、 The profit distribution policy stipulated in the articles of Association thirty-two
2、 Profit distribution and use of undistributed profits of the company in recent three years thirty-five
3、 The company’s shareholder return plan for the next three years (20222024) thirty-six
Section VI statements and commitments of the board of directors related to this offering 41 I. The board of directors’ decision on whether there are other equity financing plans in the next 12 months other than this offering
Declare that forty-one
2、 Risk tips on diluting the immediate return of the issued shares and measures to fill the return forty-one
interpretation
In this plan, unless otherwise specified in the text, the following abbreviations have the following specific meanings: the issuer, the company, the company, Germany refers to Profit Cultural & Creative Group Co.Ltd(300640) art, culture and innovation
The controlling shareholder and actual controller refers to Wu tifang
This issuance and this summary procedure refer to the act of issuing shares to specific objects in the order of simple issuance to specific objects in Profit Cultural & Creative Group Co.Ltd(300640) 2022
This plan refers to the plan for issuing shares to specific objects through simple procedures in Profit Cultural & Creative Group Co.Ltd(300640) 2022
The pricing base date refers to the first day of the issuance period of this issuance
The issue reserve price refers to 80% of the average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date of this issue
Raised funds refer to the funds raised in this offering
Board of directors refers to Profit Cultural & Creative Group Co.Ltd(300640) board of directors
Board of supervisors refers to Profit Cultural & Creative Group Co.Ltd(300640) board of supervisors
General meeting of shareholders refers to Profit Cultural & Creative Group Co.Ltd(300640) general meeting of shareholders
The reporting period refers to 2019, 2020 and 2021
CSRC refers to the China Securities Regulatory Commission
Exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note 1: unless otherwise specified, the financial data and financial indicators quoted in this plan refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data;
Note 2: in this plan, there are differences in the mantissa between the sum of some totals and each addend, which are caused by rounding.
Section 1 Summary of the stock issuance plan
1、 Basic information of the issuer
As of December 31, 2021, the basic information of the issuer is as follows:
Company name: Deyi cultural and Creative Group Co., Ltd
