Stock abbreviation: Chengxin Lithium Group Co.Ltd(002240) Stock Code: Chengxin Lithium Group Co.Ltd(002240) Chengxin Lithium Group Co.Ltd(002240) 2022 plan for non-public offering of A-Shares March, 2002
Issuer 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 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 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 this non-public offering of a shares. The effectiveness and completion of the matters related to this non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
1. The plan for non-public offering of A-Shares and related matters have been deliberated and adopted at the 33rd meeting of the seventh 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, the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, this non-public offering can only be implemented after it is deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. 2. The issuance object of this non-public offering is Byd Company Limited(002594) (hereinafter referred to as " Byd Company Limited(002594) "), with a total of one specific object, which meets the provisions of no more than 35 issuance objects stipulated by the securities regulatory authorities such as the CSRC. The issuing object will fully subscribe for the shares of this non-public offering in cash. The issuer has signed the conditional share subscription agreement with the company.
3. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of the company on this non-public offering. The issuing price of this non-public offering is 42.99 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date). In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the issuance price shall be adjusted accordingly. During the period from the pricing base date to the issuance date, if the CSRC makes policy adjustments to the issuance price, the issuance price of this non-public offering will be adjusted accordingly.
4. The number of shares in this non-public offering shall not be less than 46522448 shares (including this number) and not more than 69783670 shares (including this number), not more than 30% of the total share capital of the company before the offering and not less than 5% of the total share capital of the company after the offering, and shall be subject to the approval document of the CSRC on this offering.
If the company's shares have ex rights matters such as share distribution and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
5. The total amount of funds to be raised in this non-public offering (including issuance expenses) shall not exceed 300 million yuan (including this amount). The net amount of funds raised after deducting issuance expenses will be used to supplement working capital and repay debts. 6. The issuer promises that the A shares subscribed for this non-public offering shall not be transferred within 36 months from the date of the end of this offering. If the lock up period of the subscribed shares is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the lock up period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities. The shares derived from the A shares subscribed by the issuing object due to the distribution of stock dividends by the issuer and the conversion of capital reserve into share capital shall also comply with the above share locking arrangement. After the expiration of the above-mentioned lock-in period, the unlocking and reduction of such shares will be implemented in accordance with relevant laws, regulations and normative documents such as CSRC and Shenzhen Stock Exchange.
7. According to the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and normative documents, the articles of association and other regulations, before the completion of this offering, Byd Company Limited(002594) has no relationship with the company. After the completion of this offering, Byd Company Limited(002594) holds more than 5% of the company's shares and will become the related party of the company. Byd Company Limited(002594) participates in the subscription of this non-public offering and constitutes a connected transaction with the company. The company will strictly comply with laws, regulations and internal provisions of the company to perform the approval procedures for related party transactions. When the board of directors of the company considered the proposals related to the non-public offering, the independent directors expressed their opinions on the related party transaction.
8. This non-public offering will not lead to changes in the controlling shareholders and actual controllers of the company.
9. According to the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf announcement [2022] No. 3) of the CSRC, the company's profit distribution policy and dividend distribution in recent three years are described in "section VI company dividend distribution policy and dividend distribution" of this plan, Draw the attention of investors.
10. The accumulated undistributed profits of the company before this non-public offering shall be shared by the new and old shareholders after the completion of this offering.
11. After the completion of this non-public offering, the company's share capital and net assets will increase accordingly. As the use efficiency of the funds raised by this non-public offering of shares will take a certain time to be reflected, there is a risk that the company's immediate return (earnings per share, return on net assets and other financial indicators) will be diluted after the funds raised are in place. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of this non-public offering of shares. The company has formulated measures to fill the return, but the company reminds investors that the company's formulation of measures to fill the return does not guarantee the company's future profits.
12. After the completion of this non-public offering, the equity distribution of the company will not meet the listing conditions.
13. For details of the risk factors of this non-public offering, please refer to "section V risk description related to this offering" of this plan.
14. This issuance does not involve major asset restructuring.
15. Byd Company Limited(002594) as a strategic investor, it complies with the requirements of Article 7 of the implementation rules and relevant Q & A on issuance supervision. For relevant contents, please refer to "section II basic information of issuance objects and summary of relevant agreements" of this plan.
catalogue
The issuer declares that 1 important note 1 catalog 4 interpretation Section 1 Summary of this non-public offering of A-Shares eight
1、 Basic information of the issuer eight
2、 Background and purpose of this non-public offering eight
3、 Issuing object and its relationship with the company ten
4、 Overview of this non-public offering of A-Shares ten
5、 Whether this issuance constitutes a connected transaction twelve
6、 Does this issuance lead to changes in the company's control thirteen
7、 The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section II basic information of the issuing object and summary of relevant agreements fourteen
1、 Basic information of the issuing object fourteen
2、 Summary of agreements related to share subscription seventeen
3、 Summary of strategic cooperation agreement Section III feasibility analysis of the board of directors on the use of the raised funds twenty-four
1、 The use plan of the raised funds twenty-six
2、 The necessity and feasibility of the project invested by the raised funds twenty-six
3、 The impact of this issuance on the company's operating and financial conditions Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 29 I. business and asset integration plan, articles of association, shareholder structure, senior management structure of listed companies after this offering
Changes in business structure twenty-nine
2、 Changes in the financial status, profitability and cash flow of the listed company after this issuance III. business relationship, management relationship, related party transactions and inter-bank competition between the listed company and its controlling shareholders and their affiliates
And other changes thirty
4、 After the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, or whether the listed company provides guarantees for the controlling shareholders, actual controllers and their affiliates V. whether the debt structure of the listed company is reasonable and whether there is a significant increase in liabilities (including contingent liabilities) through this issuance
Debt), whether there is a situation that the debt ratio is too low and the financial cost is unreasonable Section V risk description related to this offering thirty-two
1、 Market and operational risks thirty-two
2、 Risks related to this non-public offering Section VI dividend distribution policy and dividend distribution of the company thirty-five
1、 The company's dividend distribution policy thirty-five
2、 Profit distribution and undistributed profit use arrangement in the last three years thirty-eight
3、 The company's shareholder dividend return plan for the next three years Section 7 diluted immediate return and filling measures of this non-public offering forty-four
1、 The impact of the diluted immediate return of this non-public offering on the company forty-four
2、 Filling measures for diluting the immediate return of the company's non-public offering forty-five
3、 Commitment to take filling measures to dilute the immediate return of non-public offering of shares forty-seven
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: general terms
Special meaning of abbreviation
Issuer, the company, the company, Chengxin Lithium Group Co.Ltd(002240) joint stock company, Chengxin Lithium Group Co.Ltd(002240)
Shengtun Group Shenzhen shengtun Group Co., Ltd
Byd Company Limited(002594) Byd Company Limited(002594)
China Securities Regulatory Commission
Shenzhen Stock Exchange, Shenzhen stock exchange this issuance, this non-public Chengxin Lithium Group Co.Ltd(002240) this non-public issuance of a shares
This plan Chengxin Lithium Group Co.Ltd(002240) 2022 annual plan for non-public offering of a shares
Conditional effective share subscription agreement between Chengxin Lithium Group Co.Ltd(002240) and Byd Company Limited(002594) signed by Chengxin Lithium Group Co.Ltd(002240) and Byd Company Limited(002594)
Strategic cooperation agreement Chengxin Lithium Group Co.Ltd(002240) and Byd Company Limited(002594) signed the strategic cooperation agreement with conditional effect
Articles of Association Chengxin Lithium Group Co.Ltd(002240) articles of Association
Raised funds
Because lithium has the highest standard oxidation potential among various elements, it is the element with the best application effect in the field of battery and power supply, so it is also known as "energy metal";
Lithium also has special physical and chemical properties. It can not only be used as catalyst, initiator and additive, but also be used to directly synthesize new materials to improve product performance. It is known as "industrial monosodium glutamate"
Lithium salt is the general name of lithium compounds such as lithium carbonate, lithium hydroxide and lithium chloride in the lithium industry
Spodumene is an ore containing lithium, with chemical formula of lial [si2o6], which is mainly used in the preparation of lithium carbonate and lithium hydroxide and additives in glass and ceramic industries
Spodumene of lithium concentrate is treated by flotation and precipitation, and the lithium content reaches a certain grade and can be used
