Jilin Chemical Fibre Co.Ltd(000420) 2021 plan for non-public offering of shares
(Revised Version)
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, and confirm that there are no false records, misleading statements or major omissions.
2. 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.
3. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and 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 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 have yet 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 meanings as those 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 23rd Meeting of the ninth board of directors of the company. According to the provisions of relevant laws and regulations, the non-public offering plan still needs the approval of the state owned assets supervision and Administration Commission of Jilin Province, the general meeting of shareholders of the company and the approval of the CSRC.
2. The objects of this offering are no more than 35 specific objects that meet the conditions stipulated by the CSRC, which refers to no more than 35 legal persons, natural persons or other legal investment organizations that subscribe for and obtain the shares of this non-public offering. 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.
The company’s controlling shareholders, indirect controlling shareholders and the enterprises controlled by them will not participate in the subscription of the shares issued this time. After obtaining the approval document of the CSRC on the non-public offering, the board of directors of the company will negotiate with the sponsor (lead underwriter) according to the relevant laws, regulations and normative documents and the subscription of the issuing object within the scope of authorization of the general meeting of shareholders.
All issuers subscribe for the shares of this non-public offering in RMB cash.
3. The number of shares in this non-public offering shall not exceed 300 million shares (including this number), and the total amount of funds to be raised shall not exceed RMB 1.2 billion. Within the scope of the issuance, the board of directors requested the general meeting of shareholders to authorize the board of directors and the sponsor (lead underwriter) to negotiate and determine the final issuance quantity according to the actual situation.
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 announcement date of the non-public offering proposal to the issuance date, the number of shares issued in the non-public offering will be adjusted accordingly.
4. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issuing price of this non-public offering of shares shall not be less than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date (the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date).
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, regulations and other normative documents and the subscription quotation of investors.
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 non-public offering to the issuance date, the issuance reserve price of this non-public offering will be adjusted accordingly.
5. The total amount of funds raised from the non-public offering of A-Shares is no more than RMB 1.2 billion. The net amount of funds raised after deducting the issuance expenses will be used for 12000 tons of carbon fiber composite material project and repayment of bank loans.
If the actual net amount of raised funds is less than the amount of raised funds to be invested in the investment project, the insufficient part shall be solved by the company’s self raised funds. The board of directors of the company may, in accordance with the authorization of the general meeting of shareholders and the actual needs of the project, make appropriate adjustments to the investment projects, implementation progress and amount of the above raised funds.
Before the raised funds are in place, the company will first invest with self raised funds according to the actual progress of the project. After the raised funds are in place, the company will replace the self raised funds invested in the early stage with the raised funds.
6. Within 6 months from the end of this non-public offering, the issuing object shall not transfer or sell the subscribed shares of this non-public offering. If there are other provisions on the sales restriction period in laws and regulations, such provisions shall prevail. During the above-mentioned share restriction period, the shares derived and obtained by the issuing object due to the company’s share distribution, conversion of capital reserve into share capital and other matters shall also comply with the above-mentioned share restriction arrangement. After the end of the restricted sale period, the reduction of the shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
7. After the completion of this non-public offering, the new and old shareholders of the company will jointly share the undistributed profits accumulated before this non-public offering.
8. After the completion of this non-public offering, the actual controller of the company will not change and the equity distribution of the company will not meet the listing conditions.
9. This plan has explained the company’s profit distribution policy, especially the formulation and implementation of the cash dividend policy, the amount and proportion of cash dividend in the last three years, and the use arrangement of undistributed profits in Chapter III “company profit distribution policy and related information”. Investors are invited to pay attention to it.
10. After the completion of this non-public offering of shares, there is a risk of decline in the company’s earnings per share in the short term. Investors are hereby reminded to pay attention to the risk of diluting shareholders’ immediate return in this non-public offering. Although the company has formulated measures to fill in the return in response to the risk of diluting the immediate return, the measures to fill in the return do not guarantee the company’s future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation and will draw the attention of investors.
catalogue
catalogue 5 interpretation Chapter I summary of the non-public offering plan eight
1、 Basic information of the issuer eight
2、 Background and purpose of this offering eight
3、 The price and pricing principle of non-public offering of shares, the number of shares issued, the object of issuance and the sales restriction period nine
4、 The raised funds are invested in eleven
5、 Whether this issuance constitutes a connected transaction twelve
7、 The approval of this offering and the procedures to be submitted for approval Chapter II feasibility analysis of the board of directors on the application of the raised funds thirteen
1、 Fund raising investment plan thirteen
2、 Feasibility analysis of investment projects with raised funds Chapter III profit distribution policy and relevant information of the company eighteen
1、 Profit distribution policy eighteen
2、 Amount and proportion of cash dividends in the last three years twenty
3、 Use arrangement of undistributed profits Chapter IV discussion and analysis of the board of directors on the impact of this non-public offering on the company twenty-two
1、 The impact of this offering on the company’s business, articles of association, shareholder structure and senior management twenty-two
2、 The impact of this offering on the financial situation, profitability and cash flow changes of listed companies 22 III. business relationship, management relationship, related party transactions and the same relationship between the company and its controlling shareholders and their related parties after the issuance
Industry competition and other changes 23 IV. this issuance will not cause the company’s funds and assets to be occupied by the controlling shareholders and their related parties, or the company is the controlling shareholder and
Guarantee provided by its related parties twenty-four
5、 The impact of this issuance on the company’s asset liability structure twenty-four
6、 After the completion of this offering, whether the company meets the listing conditions twenty-four
7、 Risks related to this stock offering Chapter V matters related to the diluted immediate return of this non-public offering twenty-nine
1、 The impact of the diluted immediate return of this non-public offering on the company twenty-nine
2、 Analysis on the necessity and rationality of this non-public offering and its relevance to the company’s existing business 31 III. risk tips for diluting the immediate return of this non-public offering of shares 32 IV. measures to ensure the effective use of the raised funds, effectively prevent the risk of being diluted and improve the ability of return in the future V. commitment of controlling shareholders, directors and senior managers to earnestly fulfill the company’s measures to fill the immediate return thirty-four
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: issuer, company, Jilin Chemical Fibre Co.Ltd(000420) refers to Jilin Chemical Fibre Co.Ltd(000420)
Chemical fiber group refers to Jilin Chemical Fibre Co.Ltd(000420) Group Co., Ltd
General meeting of shareholders refers to Jilin Chemical Fibre Co.Ltd(000420) general meeting of shareholders
Board of directors refers to Jilin Chemical Fibre Co.Ltd(000420) board of directors
Board of supervisors refers to Jilin Chemical Fibre Co.Ltd(000420) board of supervisors
CSRC refers to the China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Jilin SASAC refers to the state owned assets supervision and Administration Commission of Jilin Provincial People’s government
Jilin SASAC refers to the state owned assets supervision and Administration Commission of Jilin Municipal People’s government
MIIT refers to the Ministry of industry and information technology of the people’s Republic of China
Guangzhou Saiao refers to Guangzhou Saiao Carbon Fiber Technology Co., Ltd
The 13th five year plan refers to the outline of the 13th five year plan for national economic and social development of the people’s Republic of China
The fourteenth five year plan refers to the outline of the fourteenth five year plan for national economic and social development of the people’s Republic of China
CFRP refers to resin based carbon fiber composites
This non-public offering refers to the non-public offering of A-Shares in Jilin Chemical Fibre Co.Ltd(000420) 2021
The plan refers to the plan for Jilin Chemical Fibre Co.Ltd(000420) 2021 non-public development of bank shares
The pricing benchmark date refers to the first day of the issuance period of the company’s non-public offering of shares
Investment projects and investment projects with raised funds refer to the investment projects and investment projects with raised funds raised by this non-public offering of shares
Zhongdeng company refers to China Securities Depository and Clearing Co., Ltd. or its branches
The articles of association refers to the Jilin Chemical Fibre Co.Ltd(000420) articles of association
Company
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.
Chapter I summary of the non-public offering plan
1、 Basic information of the issuer
Company name: Jilin Chemical Fibre Co.Ltd(000420)
English Name: Jilin Chemical Fiber Co., Ltd
Legal representative: Song dewu
Registered capital: 2168311443 yuan
Date of establishment: May 8, 1993
Unified social credit Code: 91220201124496079q
Company domicile: No. 216, Kunlun Street, Jilin economic and Technological Development Zone, Jilin City, Jilin Province
Postal Code: 132115
Listed exchange of the company: Shenzhen Stock Exchange
Company abbreviation and Stock Code: Jilin Chemical Fibre Co.Ltd(000420) ( Jilin Chemical Fibre Co.Ltd(000420) )
Business scope of the company: viscose fiber and its deep processed products; Configuration and installation of industrial control system; Viscose fiber sales; R & D, production, sales and technical services of carbon fiber, carbon fiber fabric, prepreg and its composites; To operate the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise. Except for the commodities and technologies restricted or prohibited from import and export by the state; Import and export trade (except national restricted varieties). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Background and purpose of this offering
(I) background of this issuance
In recent years, in the face of external economic fluctuations, the company has united as one, overcome difficulties and give full play to the spirit of “Jixian” under the strong leadership of the company’s Party committee and board of directors
