Shenzhen Dawei Innovation Technology Co.Ltd(002213) Shenzhen Dawei Innovation Technology Co., Ltd
(a1406, building 12, Shenzhen Bay science and technology ecological park, No. 18, Keji South Road, community, high tech Zone, Yuehai street, Nanshan District, Shenzhen) plan for non-public offering of A-Shares in 2022
March, 2002
Issuer statement
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.
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.
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.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
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 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.
Important tips
1. The non-public offering plan has been deliberated and approved at the 23rd Meeting of the Fifth Board of directors of the company, and can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
2. The object of this non-public offering is Shenzhen chuangtong Investment Development Co., Ltd. The issuing object subscribes the shares of this non-public offering in cash. Shenzhen chuangtong Investment Development Co., Ltd. is the controlling shareholder of the company. This non-public offering constitutes a related party transaction.
3. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 23rd Meeting of the Fifth Board of directors (March 26, 2022), and the issue price is 10.44 yuan / share, Not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
If the company’s shares are subject to ex rights, ex dividend or other equity adjustments such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issue date, the issue price will be adjusted accordingly.
4. The number of shares in this non-public offering shall not exceed 30 million (including this number), and shall not exceed 30% of the total share capital of the company before the offering. Subject to the approval document of the CSRC on this offering, Shenzhen chuangtong Investment Development Co., Ltd. shall fully subscribe for the shares in this non-public offering in cash.
In case of ex rights matters such as distribution of stock dividends, conversion of capital reserve into share capital, allotment of shares and so on from the pricing base date to the issuance date, the upper limit of the number of shares in this non-public offering will be adjusted accordingly.
5. After the completion of this non-public offering, the shares issued this time shall not be transferred within 18 months from the date of completion of the offering.
The shares derived from the non-public offering shares of the company obtained by the object of this issuance due to the distribution of stock dividends by the company and the conversion of capital reserve into share capital shall also comply with the above stock restriction period arrangement.
After the end of the restricted sale period, the object of this issuance will be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. If the relevant regulatory authorities have other requirements for the lock-in period of the shares subscribed by the issuing object, their provisions shall prevail.
6. The total amount of funds raised in this non-public offering does not exceed 313.2 million yuan (including this amount), and the company will use all of them to supplement working capital after deducting the issuance expenses.
7. This non-public offering will not lead to changes in the company’s controlling shareholders and actual controllers, nor will it lead to the company’s equity distribution not meeting the listing conditions.
8. The validity period of the resolution on non-public offering of shares to specific objects is within 12 months from the date of submitting the proposal to the general meeting of shareholders of the company for deliberation and adoption.
9. After the completion of this non-public offering of shares, the accumulated undistributed profits before this offering will be shared by the new and old shareholders of the company according to the proportion of shares after issuance.
10. According to 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 (Guo Ban Fa [2013] No. 110) and several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) In accordance with the requirements of laws, regulations, rules and other normative documents in the guidance on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (China Securities Regulatory Commission announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public development of A-Shares on main financial indicators and the impact of this issuance to specific objects on dilution of immediate return It also puts forward the filling measures to be taken by the company, and the relevant subjects have made a commitment to the practical implementation of the company’s filling return measures. For details, see “Section VIII diluted immediate return and filling measures of this non-public offering” in this plan. At the same time, in the process of calculating the dilution impact of this issuance on the immediate return, the hypothetical analysis of the company’s net profit attributable to the owner of the parent company and the net profit attributable to the owner of the parent company after deducting non recurring profits and losses is not the company’s profit forecast. The formulation of specific measures to fill in the return in response to the risk of dilution of the immediate return is not equivalent to ensuring the company’s future profits, and investors should not make investment decisions accordingly, If the investor makes investment decisions based on this and causes losses, the company will not be liable for compensation.
catalogue
The issuer declares that 1 important note 2 catalog 4 interpretation Section 1 Summary of the non-public offering plan eight
1、 Basic information of the issuer eight
2、 Background and purpose of the company’s non-public offering nine
3、 Issuing object and its relationship with the company eleven
4、 Summary of the non-public offering plan eleven
5、 Whether this issuance constitutes a connected transaction thirteen
6、 Does this issuance lead to changes in the company’s control fourteen
7、 Does this issuance result in the company’s equity distribution not meeting the listing conditions VIII. The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section 2 basic information of the issuing object fifteen
1、 Basic information of issuing object fifteen
2、 Litigation and punishment of the issuing object in the last five years sixteen
3、 Horizontal competition and related party transactions between the issuing object and the company sixteen
4、 Major transactions within 24 months before the disclosure of the plan for non-public offering of shares seventeen
5、 Sources of subscription funds Section III summary of the conditional share subscription agreement eighteen
1、 Agreement subject and signing time eighteen
2、 Subscription quantity, subscription price, sales restriction period and other related matters eighteen
3、 Liability for breach of contract twenty
4、 Establishment, effectiveness and dissolution of the agreement Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-two
1、 The investment plan for the use of the raised funds twenty-two
2、 Necessity and feasibility analysis of the project invested by the raised funds twenty-two
3、 The impact of this issuance on the operation, management and financial status of the company Section V analysis of the board of directors on the impact of this issuance on the company 25 I. Changes in the company’s business, articles of association, shareholder structure, senior management structure and business income structure twenty-five
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 26 III. business relationship, management relationship and related party transactions between the listed company and the controlling shareholders and their related parties
And horizontal competition 27 IV. after the completion of this offering, does the listed company have any capital, assets, controlled shareholders and their affiliates
Occupation, or the company provides guarantee for the controlling shareholder and its affiliates twenty-seven
5、 The impact of this issuance on the company’s liabilities Section VI risk description of this non-public offering of shares twenty-nine
1、 Traditional main business market operation risk twenty-nine
2、 Risk of price fluctuation in raw material procurement and product sales twenty-nine
3、 Management risks brought by resource integration twenty-nine
4、 Epidemic risk twenty-nine
5、 Risk of uncollectible accounts receivable thirty
6、 Risk of dilution of shareholders’ immediate return thirty
7、 The approval risk of this non-public offering of shares thirty
8、 Stock price fluctuation risk Section VII explanation of the board of directors on profit distribution policy thirty-two
1、 Relevant provisions of the company’s current articles of association on profit distribution policy thirty-two
2、 Profit distribution and use of undistributed profits in the last three years thirty-four
3、 The company’s shareholder dividend return plan for the next three years Section 8 diluted immediate return and filling measures of this non-public offering of shares thirty-nine
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators thirty-nine
2、 Tips on the risk of diluting the immediate return of this non-public offering forty-two
3、 The necessity and rationality of this non-public offering of shares 42 IV. The relationship between the funds raised by this non-public offering of shares and the company’s existing business V. measures taken by the company to dilute the immediate return of the non-public offering of shares 6. The commitment of the directors and senior managers of the company that the compensation measures can be effectively fulfilled 44 VII. Commitment of the controlling shareholder and actual controller of the company to take filling measures for the diluted immediate return of the company’s non-public offering 45 VIII. Review procedures on filling measures and commitments for diluted immediate return of this offering forty-five
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: Shenzhen Dawei Innovation Technology Co.Ltd(002213) , the company, the company and the issuer refer to Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Chuangtong investment and controlling shareholder refer to Shenzhen chuangtong Investment Development Co., Ltd
The issuing object refers to Shenzhen chuangtong Investment Development Co., Ltd
Board of directors means the board of directors of Shenzhen Dawei Innovation Technology Co.Ltd(002213) company
Board of supervisors refers to Shenzhen Dawei Innovation Technology Co.Ltd(002213) board of supervisors
The general meeting of shareholders refers to the general meeting of Shenzhen Dawei Innovation Technology Co.Ltd(002213) shareholders
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
One issue in recent three years
Licensed business items: R & D, production, sales and technical consultation of transportation scientific and technological products, mechanical and electronic products and related software (excluding restricted items); Mechanical equipment processing.
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