Shandong Shandong Liancheng Precision Manufacturing Co.Ltd(002921) Co., Ltd
Non public offering of a shares
Issuance report and listing announcement
Sponsor (lead underwriter)
(floors 10-19, South Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen)
March, 2002
Statement of all directors of the issuer
All directors of the company promise that there are no false records, misleading statements or major omissions in the issuance report and listing announcement, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Guo yuanqiang, Qin Yiyi
Wu Weiming, Ma Jiyong
Zhang Zhiyong, Liu Zhen
Ma Fengju
Shandong Liancheng Precision Manufacturing Co.Ltd(002921) mm / DD / yyyy
hot tip
1、 New stock information
Number of shares issued: 25 Sichuan Em Technology Co.Ltd(601208)
Stock price: 16.55 yuan
Total share capital after issuing shares (as of March 11, 2022): 131683216 shares
Total funds raised: 42369999240 yuan
Net amount of raised funds: 40267261137 yuan
Completion date of pre registration of shares: March 11, 2022
Adjusted earnings per share of a shares: 0.5462 yuan / share
Note: adjusted earnings per share of A-Shares = audited 2020 net profit attributable to listed companies / latest total share capital
2、 Listing arrangement of this issuance of shares
Number of shares listed: 25 Sichuan Em Technology Co.Ltd(601208)
Stock listing time: March 23, 2022 (i.e. the first day of listing). On the first day of listing of new shares, the company’s share price is not ex rights, and the stock trading is subject to rise and fall restrictions.
Number of new shares tradable this time: 0 shares
3、 Arrangement of restricted sales period of issuing object
According to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, the shares subscribed by the issuing object for this non-public offering shall not be transferred within 6 months from the date of completion of the offering. After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object will be implemented in accordance with the company law of the people’s Republic of China and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange. 4、 Ownership structure
After the completion of this offering, the equity distribution of the company meets the listing conditions specified in the stock listing rules of Shenzhen Stock Exchange.
catalogue
catalogue seven
interpretation…… eight
Section 1 basic information of this offering 9 I. Basic information of the issuer 9 II. Relevant procedures for the performance of this offering 10 III. basic information of this non-public offering 11 IV. basic information of issuing objects 18 v. relevant institutions of this offering Section 2: listing of new shares 25 I. approval of listing of new shares 25 II. Basic information of new shares 25 III. listing time of new shares 25 IV. restrictions on the sale of new shares Section 3: comparison of relevant situations before and after this issuance 26 I. comparison of the top ten shareholders before and after this offering 26 II. Impact of this issuance on the company Section IV financial accounting information and management discussion and Analysis 29 I. main financial data and financial indicators 29 II. Management discussion and Analysis Section V Conclusion and opinion of the sponsor (lead underwriter) on the process of this non-public offering and the compliance of the issuing object Section VII listing recommendation opinions of the sponsor 38 section 8: Declaration on intermediaries 39 section IX documents for future reference 44 I. documents for future reference 44 II. Place of inquiry 44 III. query time forty-four
interpretation
In this report, unless otherwise specified, the following abbreviations have the following meanings: Shandong Liancheng Precision Manufacturing Co.Ltd(002921) , company, stock company refers to Shandong Liancheng Precision Manufacturing Co.Ltd(002921) company and company
Non public offering refers to Shandong Liancheng Precision Manufacturing Co.Ltd(002921) non-public offering of a shares
This announcement and this issuance refer to the report on the issuance and listing announcement of non-public Development Bank A shares of Shandong Shandong Liancheng Precision Manufacturing Co.Ltd(002921) Co., Ltd
Guo yuanqiang refers to guoyuanqian, a Canadian, the controlling shareholder and actual controller of the company
Articles of association and articles of association refer to Shandong Liancheng Precision Manufacturing Co.Ltd(002921) articles of association
Board of directors refers to Shandong Liancheng Precision Manufacturing Co.Ltd(002921) board of directors
General meeting of shareholders refers to Shandong Liancheng Precision Manufacturing Co.Ltd(002921) general meeting of shareholders
Board of supervisors refers to Shandong Liancheng Precision Manufacturing Co.Ltd(002921) board of supervisors
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
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
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies (revised in 2020)
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020)
The measures for issuance and underwriting refer to the measures for the administration of securities issuance and underwriting
China Greatwall Securities Co.Ltd(002939) , sponsor, sponsor refers to China Greatwall Securities Co.Ltd(002939) institution, lead underwriter, audit institution, capital verification machine refers to Hexin Certified Public Accountants (special general partnership) (formerly Shandong Hexin Certified Public Accountants (special general partnership))
Zhonglun and company lawyers refer to Beijing Zhonglun law firm
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: in this report, unless otherwise specified: (1) the values retain 2 decimal places. If the total number is inconsistent with the mantissa of the sum of the values of each sub item, it is caused by rounding; (2) The relevant financial data are all financial data within the scope of consolidated statements.
Section I basic information of this offering
1、 Basic information of the issuer
Chinese Name: Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
English Name: Shanghai lianchengprecisionmanufacturing Co, Ltd.
Company type: joint stock limited company (listed)
Listing place: Shenzhen Stock Exchange
Stock Code: Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
Stock abbreviation: Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
Share capital before this offering: 106082008 shares
Legal representative: Guo yuanqiang
Secretary of the board of directors: Song Zhiqiang
Registered address: No. 6, beihuancheng Road, economic development zone, Yanzhou District, Jining City, Shandong Province
Office address: No. 6, beihuancheng Road, economic development zone, Yanzhou District, Jining City, Shandong Province
Date of establishment: March 25, 1995
Industry: metal products industry
Unified social credit Code: 9137 Konka Group Co.Ltd(000016) 6116783g
Postal Code: 272100
Tel: 05373956829, 05373956905
Fax: 05373956801
Email: zhengquanbu@lmc -ind.com.
Company website: http://www.lmc-ind.com.
Business scope: design, development and manufacturing: various auto parts, construction machinery, tractors and other mechanical parts; Parts for water treatment system, commercial air conditioner, hydraulic system, industrial valve and reducer; Gravity casting, non-ferrous metal casting and precision casting; Precision die forging and alloy steel forging; R & D and manufacturing of electromechanical automation equipment; Design and manufacture of tooling and mould; Precision parts for expressways, high-speed railways, rail transit and power locomotives; Building hardware; Technical advisory services; Rental of self owned houses; estate management. Engaged in the sales of self-produced products of the company. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license)
2、 Relevant procedures for this offering
(I) authorization and approval of this issuance
On June 9, 2021, the company held the 20th meeting of the second board of directors, The proposal on the company’s compliance with the conditions for non-public offering of a shares, the proposal on the company’s non-public offering of a shares, the proposal on the company’s non-public offering of a shares, the proposal on the company’s non-public offering of a shares, the proposal on the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares and other proposals related to this non-public offering were reviewed and passed;
On June 29, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the above-mentioned proposals related to the non-public offering of shares, and authorized the board of directors to handle matters related to the non-public offering of shares.
According to the authorization of the general meeting of shareholders, the company held the 23rd Meeting of the second board of directors on September 22, 2021, The proposal on adjusting the company’s non-public offering of A-Shares in 2021, the proposal on the company’s non-public offering of A-Shares in 2021 (Revised Draft), the proposal on the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares in 2021 (Revised Draft), and the proposal on the diluted immediate return, filling measures and commitments of relevant subjects of the company’s non-public offering of shares (Revised Draft) were reviewed and adopted And other relevant proposals.
(II) the approval process of the regulatory authorities for this issuance
On November 22, 2021, the 126th meeting of the 18th issuance Review Committee of CSRC in 2021 reviewed the company’s application for non-public offering of shares. According to the review results of the meeting, the application for non-public offering of shares was approved.
On December 6, 2021, the CSRC issued the reply on approving Shandong Liancheng Precision Manufacturing Co.Ltd(002921) non-public Development Bank shares (zjxk [2021] No. 3839), which approved the company’s non-public offering of no more than 31824228 new shares. If the total share capital changes due to the conversion of share capital and other circumstances, the number of shares issued can be adjusted accordingly.
(III) receipt and capital verification of raised funds
On February 28, 2022, Hexin Certified Public Accountants (special general partnership) verified the paid in subscription funds paid by the subscription objects of this offering and issued the capital verification report Hexin Yan Zi (2022) No. China High-Speed Railway Technology Co.Ltd(000008) . After verification, as of February 25, 2022, China Greatwall Securities Co.Ltd(002939) had received the effective subscription funds of Shandong Liancheng Precision Manufacturing Co.Ltd(002921) this non-public offering, totaling RMB 42369999240.
On February 28, 2022, China Greatwall Securities Co.Ltd(002939) transferred the remaining amount of the above subscription amount after deducting the recommendation fee and underwriting fee to the account designated by the company.
Verified by the capital verification report (HXYZ (2022) No. China Baoan Group Co.Ltd(000009) ) issued by Hexin Certified Public Accountants (special general partnership), as of February 28, 2022, the total amount of funds raised by the company in this non-public offering was RMB 42369999240. After deducting the issuance expenses of RMB 2102738103 (excluding value-added tax), the actual net amount of funds raised was RMB 40267261137. Including 25 Sichuan Em Technology Co.Ltd(601208) 00 yuan included in the capital stock and 37707140337 yuan included in the capital reserve (capital stock premium).
This offering does not involve payment by assets, and all subscription funds are paid in cash. The company will set up a special account to manage the raised funds in accordance with the management measures and other relevant provisions, and the funds will be used for special purposes.
(IV) share registration and custody
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch issued the confirmation of acceptance of share registration application on March 11, 2022
