Stock abbreviation: Norinco International Cooperation Ltd(000065) Stock Code: Norinco International Cooperation Ltd(000065) Norinco International Cooperation Ltd(000065)
NORINCO International Cooperation Ltd.
(floor 3, building 47, District 12, No. 188, South Fourth Ring West Road, Fengtai District, Beijing) (301302)) Abstract of share allotment instructions
Sponsor (lead underwriter)
(room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou, Guangdong)
March, 2002
Statement
The purpose of the abstract of this allotment statement is only to provide the public with a brief information about this offering. Before making a subscription decision, investors should carefully read the full text of the prospectus and take it as the basis for investment decisions. The full text of the allotment statement is also published on the website designated by the CSRC, cninfo.com.cn.
All directors, supervisors and senior managers of the company promise that there are no false, misleading statements or major omissions in the prospectus and its abstract, and guarantee the authenticity, accuracy and completeness of the information disclosed.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization (Accounting Supervisor) shall ensure that the financial and accounting reports in the statement of allotment and its abstract are true and complete.
Any decision made by the securities regulatory authority and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the securities issued by the issuer or the income of the investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, after the securities are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes.
Tips on major issues
1、 The company’s allotment of shares meets the conditions for public offering of shares stipulated in the company law, the securities law, the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and listing recommendation business and other laws, regulations and policies.
The scheduled disclosure time of the company’s 2021 annual report is April 30, 2022. According to the performance express of 2021, the performance of the company in 2021 has declined. It is expected that the net profit attributable to ordinary shareholders (lower before and after deducting non recurring profits and losses) in 2021 will be 381504 million yuan. According to the reasonable prediction made by the performance express and the current situation, after the disclosure of the company’s 2021 annual report, the relevant data from 2019 to 2021 still meet the issuance conditions of allotment.
2、 The offering was deliberated at the 44th meeting of the seventh board of directors held on August 11, 2021, the fifth meeting of the eighth board of directors held on December 1, 2021, and was deliberated and adopted at the third extraordinary general meeting of shareholders held on October 22, 2021.
3、 The number of shares in this allotment is to be determined based on the total number of A-Shares after the closing of the market on the registration date of A-Shares for the implementation of this allotment scheme, and is to be allotted to all shareholders in the proportion of 3 shares per 10 shares. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. If the total share capital of the company as of September 30, 2021 is 774481660 shares, the number of shares that can be allotted this time is 232344498 shares. Before the implementation of this share allotment, if the total share capital of the company changes due to the company’s share offering, the conversion of capital reserve into share capital and other reasons, the upper limit of the number of shares allotted shall be adjusted accordingly according to the total share capital after the change. The controlling shareholder and actual controller of the company, China North Industry Co., Ltd. and its concerted actor, North Industrial Technology Co., Ltd., issued a commitment to fully subscribe for the placing shares in cash according to their shareholding ratio.
4、 This allotment is issued by means of consignment as stipulated in the securities law of the people’s Republic of China and the measures for the administration of securities issuance by listed companies. If the number of shares subscribed by the original shareholders fails to reach 70% of the number of shares to be placed or the controlling shareholder of the company fails to fulfill the commitment to subscribe for shares at the expiration of the consignment period, the issuance of shares fails, and the company will return the subscription money to the shareholders who have subscribed according to the issuance price plus the interest on bank deposits in the same period.
5、 The total amount of funds to be raised in this allotment shall not exceed RMB 120 million (including issuance expenses). The net amount after deducting issuance expenses will be used to supplement the company’s working capital and repay the loan. Before the raised funds are in place, the company will repay the loan through self raised funds according to the actual maturity date of the loan, and replace it in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
6、 The company’s existing dividend distribution policy. (IV) “general dividend distribution policy of the company” (see section XIII “basic dividend distribution policy” for details). 7、 The accumulated undistributed profits of the company before the implementation of this allotment shall be enjoyed by all shareholders of the company after the completion of this allotment according to their shareholding ratio.
8、 The 44th session of the 7th board of directors and the third extraordinary general meeting of shareholders in 2021 reviewed and approved the shareholder return plan for the next three years (20212023). The specific shareholder return plan is as follows:
“I. considerations for formulating this plan
Focusing on long-term and sustainable development, the company establishes a scientific, sustainable and stable dividend return mechanism for investors on the basis of comprehensive consideration of enterprise profitability, business development planning, shareholder return, social capital cost and external financing environment, and fully considering the company’s profit scale, cash flow, development stage, project investment capital demand and bank credit environment in the next three years, To ensure the continuity and stability of the company’s profit distribution policy. 2、 Principles for formulating the plan
In the next three years (20212023), the company will adhere to the premise of complying with relevant laws and regulations and the articles of association, comprehensively consider the reasonable investment return of investors and the long-term development of the company, actively implement a sustained and stable profit distribution policy, and fully consider the opinions of shareholders (especially minority shareholders) and independent directors.
3、 Specific plan for shareholder return of the company in the next three years (20212023)
(I) profit distribution form
The company distributes dividends in the form of cash, stock or a combination of cash and stock. If the conditions for cash dividends are met, cash dividends shall be used for profit distribution.
(II) cash dividend conditions
1. The distributable profit realized by the company in this year (i.e. the remaining after tax net profit after the company makes up the loss and withdraws the reserve fund) is positive (according to the statement caliber of the parent company), and the cash flow is abundant. The implementation of cash dividends will not affect the subsequent sustainable operation of the company;
2. The external audit institution shall issue a standard unqualified audit report on the company’s annual financial report;
3. The company has no major foreign investment plan or major cash expenditure in the next 12 months (except for the projects raised funds).
It refers to the company’s planned external investment of more than RMB 50 million or the company’s planned external investment of more than RMB 50 million in the latest 12 months or the company’s total net investment in equipment in the latest one month; Or 2) the company plans to invest abroad, acquire assets or purchase equipment within the next 12 months, and the cumulative expenditure reaches or exceeds 30% of the company’s latest audited total assets.
(III) cash dividend proportion and period interval
On the premise of conforming to the principle of profit distribution and meeting the conditions of cash dividend, the profit distributed by the company in cash every year shall not be less than 10% of the distributable profit realized in the current year. The accumulated profits distributed by the company in cash in the last three years shall not be less than 30% of the annual distributable profits realized in the last three years. In principle, cash dividends are distributed once a year. If conditions permit, the company can distribute interim profits.
(IV) the board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, distinguish the following situations and put forward differentiated cash dividend policies: 1. When the development stage of the company is mature and there is no major capital expenditure arrangement, when making profit distribution, the proportion of cash dividend in this profit distribution shall at least reach 80%;
2. When the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach 40% at least;
3. If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution shall be at least 20%.
If the development stage of the company is not easy to distinguish, but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
(V) conditions for issuing stock dividends
On the premise that the company’s dividend structure and cash flow in 20232023 can be reasonably distributed according to the company’s stock scale and share capital. Stock dividend distribution can be implemented separately or in combination with cash dividend.
4、 Decision making mechanism of shareholder return planning
(I) formulation and supervision of profit distribution plan
The board of directors shall take the protection of shareholders’ rights and interests as the starting point, carefully study and fully demonstrate, and formulate the company’s profit distribution plan. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals, and directly submit them to the board of directors for deliberation. When the company deliberates the profit distribution plan, it shall be deliberated and approved by more than half of all directors. Independent directors shall express independent opinions, which shall be deliberated and approved by the board of directors and then decided by the general meeting of shareholders. The board of supervisors shall supervise the implementation of profit distribution policy or shareholder return planning and decision-making procedures by the board of directors and management.
(II) description of no cash dividend
When the company fails to pay cash dividends because it cannot meet the conditions specified above, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends, submit it to the general meeting of shareholders for deliberation after the opinions of independent directors, and disclose it on the media designated by the company.
(III) fully communicate with shareholders when making plans
When formulating specific plans for profit distribution and cash dividends, the company shall communicate and exchange with shareholders, especially minority shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
5、 Implementation of the company’s profit distribution plan
After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors must complete the distribution of dividends (or shares) within two months after the general meeting of shareholders is held.
6、 Change of the company’s profit distribution policy
In case of force majeure such as war and natural disasters, or changes in the company’s external business environment that have a significant impact on the company’s production and operation, or major changes in the company’s own business conditions, the company can adjust the profit distribution policy. The board of directors shall make a special discussion on the adjustment of the company’s profit distribution policy, demonstrate the reasons for the adjustment in detail, form a written demonstration report, and submit it to the general meeting of shareholders for special resolution after deliberation by independent directors. When considering the change of profit distribution policy, we should fully listen to the opinions of shareholders (especially minority shareholders), and the company provides shareholders with online voting. When proposing to adjust the profit distribution policy, the board of directors of the company shall take the interests of shareholders as the starting point, fully consider the opinions of minority shareholders and pay attention to the protection of the interests of investors. The adjusted profit distribution policy (including cash dividend policy) shall not violate relevant laws and regulations, normative documents and relevant provisions of the articles of association.
7、 The company shall disclose the implementation of the profit distribution plan and cash dividend policy in the annual report and semi annual report. 8、 If a shareholder illegally occupies the company’s funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.
9、 Supplementary Provisions
Matters not covered in this plan shall be implemented in accordance with relevant laws and regulations, normative documents and the articles of association.
The board of directors of the company shall be responsible for the interpretation of the plan and shall implement it from the date of deliberation and approval by the general meeting of shareholders of the company. “
9、 The company invites investors to carefully read all the contents of “section III Risk Factors” in this allotment manual, and specially reminds investors to pay attention to the following investment risks:
(I) business cycle risk
The company’s international engineering contracting, goods trade and other businesses are highly related to the international and Chinese macroeconomic situation and economic cycle. In the period of political stability and smooth economic development, the business demand will increase significantly, while in the period of political turmoil, conflict or economic depression, the business demand will decline sharply and the product structure will also change greatly. In recent years, factors such as global political turmoil and tariff trade war have had a great impact on China’s international engineering contracting and trade industry; China’s economy is in a period of changing its development mode and optimizing its economic structure. If the world macro economy continues to enter a downward cycle or China’s economic growth slows down significantly, it will have a certain negative impact on the company’s operation and development.
(II) market competition risk
With the continuous development of global economy, capital circulation is becoming more and more convenient. More and more countries enter the international project contracting market, and the industry competition is becoming increasingly fierce. In recent years, contractors from Europe, America, Japan and developing countries have returned to the medium and low-end market, and Asia and Africa will become a competitive market for all parties. As a result, many well-known construction companies in Asia and Africa will face direct challenges in developing their engineering business.
(III) international business environment risk
The overseas engineering projects implemented by the company are affected by the political environment of the region. Relevant countries or regions in Africa, Asia and Europe have problems such as backward economic development, poor natural conditions, imperfect commercial credit and unstable political situation. If there are major adverse events such as economic fluctuations, natural disasters, adverse changes in policies and laws, economic sanctions, changes in political situation, adverse fluctuations in foreign exchange control or exchange rate or even war in the region where such overseas business is located, it will affect the company’s overseas projects The normal implementation and development of trade and other businesses may lead to the slowdown or suspension of the implementation of projects under construction and the failure to recover part of the construction funds in time and in full, which may have an adverse impact on the company’s financial status and profitability.
(IV) contract execution risk
After signing the international engineering contract, it can only be executed after the owner completes a series of conditions such as relevant approval and financing
