Securities code: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) securities abbreviation: Guangdong Dazhi Environmental Protection Technology Incorporated Company(300530) Hunan Lingpai Dazhi Technology Co., Ltd. 2021 stock issuance plan to specific objects (Second Revision) March 2002 Hunan Lingpai Dazhi Technology Co., Ltd. 2021 stock issuance plan to specific objects (Second Revision) - 1 - statement of the issuer 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. This plan is prepared in accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). 2. After the issuance of 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 issuance of shares. 3. This plan is the explanation of the company's board of directors on the issuance of shares, and 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 or approval of the examination and approval authority on the matters related to this stock issuance. The effectiveness and completion of the matters related to this stock issuance described in this plan have yet to be approved or agreed by the relevant examination and approval authority. Hunan Lingpai Dazhi Technology Co., Ltd. plan for issuing shares to specific objects in 2021 (Second Revision) - 2 - tips on major matters: the words or abbreviations described in this part have the same meaning as those defined in the "interpretation" of this plan. 1、 Hunan Lingpai Dazhi Technology Co., Ltd. has reviewed and approved the issues related to the issuance of shares to specific objects at the 22nd Meeting of the Fourth Board of directors, the fourth extraordinary general meeting of shareholders in 2021, the first meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of directors; The issue of shares to specific objects needs to be approved by the general meeting of shareholders of the company. The controlling party of the subscription object issuing shares to specific objects is a local state-owned enterprise. The controlling party of the subscription object needs to obtain the approval of the competent department of state-owned assets or the authorized department before voting in favor of the decision-making process of the subscription object agreeing to sign this supplementary agreement; The issue of shares to specific objects can only be implemented after being examined and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission. There is uncertainty about whether the stock issuance plan to specific objects can obtain relevant approval or registration and the time of obtaining relevant approval or registration. 2、 The issuing object of this issuance of shares is the controlling shareholder hengpa power. Hengpa power has signed the subscription agreement for issuing shares to specific objects with conditional effect with the company. The company held the fourth meeting of the Fifth Board of directors on March 30, 2022, The proposal on the signing of the supplementary agreement to the subscription agreement for the issuance of shares to specific objects by Hunan Lingpai Dazhi Technology Co., Ltd. and Hunan hengpa power partnership (limited partnership) with specific objects and related party transactions between the company and specific objects was deliberated and passed. The related party transactions involved in the company's issuance to specific objects must be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting. Hengpa power participated in the subscription of shares issued to specific objects, which constitutes a connected transaction. 3、 The pricing benchmark date of this issuance of shares to specific objects is the announcement date of the resolution of the fourth meeting of the Fifth Board of directors of the company. The issuing price shall not be lower 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), i.e. 22.86 yuan / share. If the company's shares have ex rights and ex interests from the pricing benchmark date to the issuance date, the issuance price to specific objects will be adjusted accordingly. 4、 The number of shares issued to specific objects this time is 34995600, which does not exceed 30% of the total share capital of the company before the issuance to specific objects this time. The total amount of funds raised is about 80 million yuan. Hunan Lingpai Dazhi Technology Co., Ltd.'s 2021 stock issuance plan to specific objects (Second Revision) - 3 - if the company's shares have ex rights, ex dividend and other matters between the announcement date of the resolution of the board of directors on this issuance to specific objects and the issuance date, the upper limit of the number of shares issued to specific objects will be adjusted accordingly. Within the above scope, the specific issuance quantity shall be authorized by the general meeting of shareholders of the company. After being reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration, the board of directors and the sponsor (lead underwriter) shall determine the maximum quantity of registration agreed by the CSRC and the subscription quotation of the issuing object. 5、 As of the date of signing this announcement, Hunan hengpa power partnership (limited partnership) (hereinafter referred to as "hengpa power") holds 47365711 shares of the company, accounting for 29.95% of the company's shares. Mr. Cai Zhihua holds 53507690 shares of the company, but according to the share transfer agreement and voting right waiver agreement signed by Mr. Cai Zhihua and hengpa power, Mr. Cai Zhihua has permanently waived the voting right of 39509792 shares. As of the date of signing this announcement, Mr. Cai Zhihua has 13997898 voting shares, with a proportion of 8.85%. According to the voting shares, hengpa power is the controlling shareholder of the company. After the issuance of shares to specific objects is completed, the number of shares of listed companies held by hengpa power may account for more than 30% of the total share capital of the company (after issuance). Due to this issuance, the number of shares of listed companies held by hengpa power accounts for more than 30% of the total share capital of the company (after issuance). Hengpa power will not transfer its new shares obtained this time within 36 months from the end of this issuance in accordance with the provisions of the acquisition management measures, so as to meet the requirements of exemption from tender offer. In case of subsequent changes in relevant laws, regulations and regulatory rules, hengpa power will adjust the above commitments accordingly to comply with the exemption of tender offer stipulated in laws and regulations. The above exemption from tender offer shall take effect after being approved by the non affiliated shareholders of the general meeting of shareholders of the company. 6、 It is estimated that the total amount of funds raised from the issuance of shares to specific objects is about 80 million yuan, The net amount of the raised funds after deducting the issuance expenses will be fully invested in the following projects: unit: 10000 yuan serial number project name project investment amount proposed to use the raised funds investment amount 1 lithium ion power battery (2.4gwh) construction project 50623450002 to supplement the working capital and repay the loan 3500035000, totaling 8562380000. As of the date of this board meeting, the company has not invested in the investment projects with raised funds, After the meeting of the board of directors and before the funds raised in this offering are in place, if the company has invested the above-mentioned projects with raised funds into the construction of the 2021 plan for issuing shares to specific objects of Hunan Lingpai Dazhi Technology Co., Ltd. (Second Revision) - 4-line, the relevant construction investment shall be replaced in accordance with the provisions of relevant laws and regulations after the raised funds are in place.
The total investment of the project invested by the raised funds - lithium ion power battery (2.4gwh) construction project is 506.23 million yuan, of which the equipment purchase expenditure is the main project investment expenditure of the project, and the equipment purchase expenditure is 350 million yuan. It is proposed to use the raised funds to invest 45 million yuan in the project. The raised funds will first be used to meet the equipment purchase expenses, and the balance will be used for other engineering construction expenses of the project. The difference between the total investment and the amount invested by the raised funds is mainly the initial working capital and reserve expenses of the project, and the difference will be raised and solved by the company itself. 7、 In accordance with the requirements of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the guidelines for the articles of association of listed companies (revised in 2019), the company has formulated the dividend return plan for shareholders in the next three years (20212023), See "section VI profit distribution policy and implementation of the company" in this plan for the specific contents of relevant profit distribution policies. 8、 The accumulated undistributed profits of the company before the issuance to specific objects are negative, which shall be shared by the new and old shareholders after the issuance to specific objects. 9、 This issuance to specific objects will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the company's equity distribution not meeting the listing conditions. 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 (GBF [2013] No. 110) In order to protect the interests of small and medium-sized investors, The plan has carefully analyzed the risk of diluting the company's immediate return in "Section VII statements and commitments of the board of directors related to the issuance", and fully disclosed the measures to be taken, which should be paid attention to by investors. The hypothetical analysis of the company's earnings per share after the issuance in this plan does not constitute a commitment or guarantee to the company's performance. The company's formulation of filling return measures does not guarantee the company's future profits. Investors are reminded to pay attention to investment risks. Hunan Lingpai Dazhi Technology Co., Ltd. 2021 stock issuance plan to specific objects (Second Revision) - 5 - Xi. There is great uncertainty whether the stock issuance plan to specific objects can finally be reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration. The company reminds investors to pay attention to relevant risks. Hunan Lingpai Dazhi Technology Co., Ltd. 2021 stock issuance plan to specific objects (Second Revision) - 6-list issuer statement 1. Tips for major events 2 table of contents 6. Interpretation Section 1 Summary of the stock issuance plan 10 I. Basic information of the company 10 II. Background and purpose of this offering 11 III. issuing object and its relationship with the company 14. The stock issuance plan 15 v. investment direction of raised funds 17 VI. whether this issuance constitutes a connected transaction 17 VII. Whether the issuance has led to changes in the company's control 17 VIII. Approval of this offering and approval procedures to be performed Section 2 basic information of the issuing object and summary of the conditional share subscription contract 19 I. Basic information of hengpa power
