Stock abbreviation: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Stock Code: Ningbo Ronbay New Energy Technology Co.Ltd(688005) Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022 plan for issuing A-Shares to specific objects 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 issuance of shares to specific objects, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. 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 or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan need to be approved or approved by the relevant examination and approval authority.
Important tips
1. The plan for issuing shares to specific objects has been deliberated and approved at the 11th meeting of the second board of directors held by the company on March 28, 2022. It can be implemented only after it is deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shanghai Stock Exchange and made a registration decision by China Securities Regulatory Commission.
2. The objects of this issuance of shares to specific objects are no more than 35 (including 35) securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (QFII), natural persons or other qualified investors that meet the conditions specified by the CSRC. Among them, 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.
After the issuance is approved by Shanghai Stock Exchange and approved and registered by China Securities Regulatory Commission, the final issuing object of the shares issued to specific objects will be determined by the board of directors or the person authorized by the board of directors within the scope of authorization of the shareholders' meeting, according to the subscription quotation of the issuance, in the form of bidding and in accordance with the principle of price priority, in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities.
All issuers subscribe for the shares issued this time in RMB cash at the same price.
3. The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The offering price shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date. The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and the principle of price priority according to the subscription quotation of the issue, but not lower than the above-mentioned issue reserve price, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for the issuance to specific objects and the registration documents of the CSRC.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company's shares is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment.
During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the base price of shares issued to specific objects will be adjusted accordingly.
4. The number of shares issued this time shall not exceed 44803763 shares (inclusive), and shall not exceed 10% of the total share capital of the company before this issuance. The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of this issuance in accordance with the relevant provisions of the CSRC and the actual situation at the time of issuance. If the company has ex rights matters such as share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors considering the issue to specific objects to the issue date, or changes in the total share capital of the company due to share repurchase, employee equity incentive plan and other matters, the upper limit of the number of shares issued to specific objects will be adjusted accordingly.
5. After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance. The shares obtained by the issuing object from the shares issued by the listed company to specific objects, and the shares derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
6. The total amount of funds raised in this issuance shall not exceed RMB 6068 million (including this amount), which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to use raised funds
1 lithium cathode material expansion project 5915193234890000
1.1 Xiantao phase I lithium battery cathode material project with an annual output of 100000 tons 4423524322420000
1.2 Zunyi phase 2-2 lithium battery cathode material project with an annual output of 34000 tons, 7000000 and 5000000
1.3 Zhongzhou 1-2 lithium battery cathode material project with an annual output of 15000 tons 79166897470000
2 2025 power lithium battery material comprehensive base 19452 Fujian Fynex Textile Science & Technology Co.Ltd(600493) 0000 (phase I) project
3 engineering equipment phase I project 43187 Moso Power Supply Technology Co.Ltd(002660) 000
4. Supplementary working capital 182 Ping An Bank Co.Ltd(000001) 8200000
Total 10112323260680000
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds.
7. The completion of this offering to specific objects will not lead to changes in the company's control, nor will it lead to the company's equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits of the company before the issuance will be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
9. The company actively implemented the 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 (CSRC announcement [2022] No. 3), and formulated the shareholder return plan for the Ningbo Ronbay New Energy Technology Co.Ltd(688005) next three years (20222024) in combination with the actual situation of the company. This plan has explained the company's profit distribution policy, especially the formulation and implementation of cash dividend policy, the amount and proportion of cash dividend in recent three years, and the use arrangement of undistributed profits. Investors are invited to pay attention to it.
For the above specific contents, please refer to "section IV profit distribution policy and implementation" of this plan. 10. After the issuance of shares to specific objects is completed, with the funds raised in place, the total share capital and net assets of the company will increase accordingly. As the use and implementation of the investment projects with raised funds take a certain time, there is a risk that the indicators such as earnings per share will be diluted in the short term. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue of shares to specific objects on the immediate return, and formulated specific measures to fill the diluted immediate return. For details, please refer to Ningbo Ronbay New Energy Technology Co.Ltd(688005) the announcement on diluting immediate return and filling measures for issuing A-Shares to specific objects and commitments of relevant subjects. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shareholders in this offering; At the same time, although the company has formulated measures to cover the risk that the immediate return is diluted, the measures to cover 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. Draw the attention of investors. 11. The board of directors specially reminds investors to carefully read the relevant contents of "VI. risk statement related to this stock issuance" in "section III discussion and analysis of the impact of this issuance on the company by the board of directors" of this plan, and pay attention to investment risks.
Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022 plan for issuing A-Shares to specific objects
catalogue
The issuer declares that 2 important tips 3 catalog 7 interpretation Section 1 Summary of the stock issuance scheme to specific objects eleven
1、 Basic information of the issuer eleven
2、 Background and purpose of this offering eleven
3、 Issuing object and its relationship with the company fifteen
4、 Summary of the stock issuance scheme to specific objects sixteen
5、 Whether this issuance constitutes a connected transaction nineteen
6、 Does this issuance lead to changes in the company's control nineteen
7、 This issuance will not result in the company's equity distribution not meeting the listing conditions twenty
8、 The approval of this offering and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds twenty-one
1、 The use plan of the raised funds twenty-one
2、 Feasibility analysis of the project invested by the raised funds twenty-one
3、 The impact of the use of the raised funds on the company's financial situation and operation management Section III discussion and analysis of the board of directors on the impact of this issuance on the company 39 I. business and assets of the company, articles of association, shareholder structure, senior management structure
Changes in business structure thirty-nine
2、 Changes in the company's financial position, profitability and cash flow after the issuance 40 III. business relationship, management relationship and related party transactions between the company and the actual controller and its related parties
And horizontal competition 41 IV. after the completion of this offering, whether the company has actual controllers and their affiliates of funds and assets
Occupation, or guarantee provided by the listed company for the actual controller and its affiliates forty-one
5、 The impact of this issuance on the company's liabilities forty-one
6、 Description of risks related to this stock issuance Section IV profit distribution policy and Implementation forty-five
1、 The company's profit distribution policy forty-five
2、 Dividend distribution of the company in recent three years forty-eight
3、 Use of undistributed profits of the issuer in the last three years forty-eight
4、 The company's shareholder dividend return plan for the next three years (20222024) Section V analysis of diluted immediate return of A-Shares issued to specific objects 53 I. The impact of diluted immediate return on the company's main financial indicators fifty-three
2、 Risk tips for diluting the immediate return of this offering fifty-five
3、 The necessity and rationality of issuing shares to specific objects this time fifty-six
Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022
