Stock Code: Beiqi Foton Motor Co.Ltd(600166) stock abbreviation: Beiqi Foton Motor Co.Ltd(600166) Beiqi Foton Motor Co.Ltd(600166)
Plan for non-public offering of A-Shares in 2022
March, 2002
Company 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.
The company's plan for this non-public offering of shares is the description of the company's board of directors on this non-public offering of shares. Any statement inconsistent with it is a false statement.
The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on 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 still need to be approved or approved by the relevant examination and approval authorities.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of this plan.
1. The non-public offering of A-Shares was approved at the 7th Meeting of the 8th board of directors in 2022 on March 31, 2022. According to the provisions of relevant laws and regulations, the non-public offering plan needs to be reviewed and approved by the general meeting of shareholders of the company and then submitted to the CSRC for approval.
2. The object of this non-public offering is BAIC group. The issuing object will subscribe all the shares of this non-public offering in cash, and has signed a conditional subscription agreement for non-public offering of A-Shares with the company. BAIC group is the controlling shareholder of the company and a related party of the company. Therefore, this non-public offering constitutes a related party transaction. When the board of directors of the company reviews the proposals related to the non-public offering, the related directors have avoided voting. When the general meeting of shareholders of the company reviews the proposals related to the non-public offering, the related shareholders will avoid voting on the relevant proposals.
3. The pricing benchmark date of this offering is the announcement date of the resolution of the seventh meeting of the eighth board of directors in 2022 (April 1, 2022), and the issue price is 2.10 yuan / share, 20 days before the benchmark trading day of stock pricing = 20 days before the benchmark trading day of stock pricing of the company.
If the company's shares have ex right and ex interest matters such as cash dividend, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price will be adjusted accordingly.
4. The number of shares issued in this non-public offering is 1428571428, accounting for 21.73% of the total share capital of the company before the issuance, not more than 30%, which is in line with the relevant provisions of the CSRC. The number of shares in this non-public offering shall be subject to the number of shares finally approved by the CSRC.
If the ex rights and ex interests of the company's shares such as cash dividend, share distribution, conversion of capital reserve to share capital and other ex rights and ex interests events occur between the pricing benchmark date and the issuance date, resulting in the change of the company's total share capital before the issuance, the number of shares in the non-public offering will be adjusted accordingly. If the national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the number of shares issued by non-public offering, the company will adjust accordingly according to the latest provisions or regulatory opinions.
5. The total amount of funds raised from this non-public offering of shares is 29999999880 yuan. After deducting the relevant issuance expenses, all the funds raised will be used to supplement working capital and repay debts.
6. This non-public offering of shares 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.
7. The shares subscribed by BAIC group shall not be transferred within 36 months from the date of issuance. The shares of the issuer held by BAIC group and its persons acting in concert before the non-public offering will not be transferred within 18 months after the completion of the non-public offering in accordance with the provisions of relevant laws and regulations. The shares obtained by BAIC group from this non-public offering due to the company's distribution of stock dividends and the conversion of capital reserve shall also comply with the above arrangement of the sales restriction period. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. 8. The accumulated undistributed profits of the company before the completion of the non-public offering of shares will be shared by the new and old shareholders after the completion of the offering in accordance with the shareholding ratio.
9. According to the provisions of the CSRC's guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the seventh meeting of the eighth board of directors of the company in 2022 deliberated and adopted the proposal on the company's return plan for shareholders in the next three years (20222024), which further improved the profit distribution and cash dividend policies. The proposal can only be implemented after being submitted to the general meeting of shareholders of the company for deliberation and approval. For details about the company's profit distribution policy and cash dividends in the last three years, see "section VI company dividend distribution policy and dividend distribution" of this plan.
10. According to the relevant provisions of the opinions 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) issued by the general office of the State Council and the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, the company has carefully analyzed the impact of this issuance on the dilution of immediate returns, Various measures will be taken to ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of return in the future. For details, please refer to the relevant contents of "Section VII risk tips and proposed filling measures for diluting the immediate return of this non-public offering of shares" in this plan.
The company reminds investors to pay attention to the hypothetical analysis of the company's earnings per share in this plan, which does not constitute a profit forecast for the company. The company's formulation of filling return measures does not guarantee the company's future profits. Please pay attention to the investment risks.
11. After the completion of this non-public offering, BAIC group and its persons acting in concert will hold more than 30% of the company's shares, resulting in its subscription of the company's shares issued this time, triggering the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to Article 63 of the measures for the administration of the acquisition of listed companies, investors may be exempted from making offers "(III) With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from the relevant provisions of "offer", BAIC group has promised that the shares obtained in this non-public offering will not be transferred within 36 months from the date of completion of this offering, and the offer can be exempted after being approved by the non affiliated shareholders of the company's general meeting of shareholders.
The board of directors of the company has requested the general meeting of shareholders to approve the subscription object from issuing an offer.
12. The validity period of the resolution on the issuance of shares is 12 months from the date when the issuance plan is submitted to the general meeting of shareholders for deliberation and approval. If the company has obtained the approval document of the CSRC for the issuance within the validity period, the validity period will be automatically extended to the completion date of the issuance.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of the non-public offering plan eight
1、 Basic information of the company eight
2、 Background and purpose of this non-public offering eight
3、 Issuing object and its relationship with the company ten
4、 Summary of the non-public offering plan ten
5、 Whether this issuance constitutes a connected transaction twelve
6、 Does this issuance lead to changes in the company's control twelve
7、 Notes on exemption from tender offer thirteen
8、 Does this issuance result in the equity distribution not meeting the listing conditions IX. the approval of the issuance plan by relevant competent authorities and the procedures to be submitted for approval
...... Section 2 basic information of issuing objects fifteen
1、 Basic information fifteen
2、 Ownership structure and control relationship fifteen
3、 Main business and operating results in the last three years sixteen
4、 Brief financial data of the last year 16 v. criminal punishment, administrative punishment related to the securities market and major civil litigation or arbitration related to economic disputes involving BAIC group and its directors, supervisors and senior managers in the past five years seventeen
6、 Horizontal competition and related party transactions after the completion of this offering seventeen
7、 Major transactions within 24 months before the announcement of the plan for non-public offering of shares eighteen
8、 The capital source of this subscription is Section III main contents of the subscription agreement for this non-public offering nineteen
1、 Agreement subject and signing time nineteen
2、 The main contents of the subscription agreement Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-three
1、 The use plan of the funds raised in this non-public offering twenty-three
2、 Analysis on the necessity and rationality of the project invested by the raised funds twenty-three
3、 The impact of this non-public offering on the company's operation, management and financial situation twenty-four
4、 Conclusion of feasibility analysis Section V discussion and analysis of the board of directors on the impact of this issuance on the company 26 I. business and assets of the company, articles of association, shareholder structure, senior management structure
Changes in business income structure twenty-six
2、 Changes in the company's financial position, profitability and cash flow after the issuance 27 III. business relationship, management relationship, related relationship and the same relationship between the company and its controlling shareholders and their affiliates
Industry competition and other changes 27 IV. after the issuance, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates
Or the company provides guarantee for the controlling shareholder and its affiliates twenty-eight
5、 The impact of this issuance on the company's liabilities twenty-eight
6、 Risk description related to this issuance Section VI dividend distribution policy and dividend distribution of the company thirty-one
1、 The company's dividend distribution policy thirty-one
2、 Dividend distribution of the company thirty-three
3、 The company's shareholder return plan for the next three years (20222024) Section VII risk tips on diluting the immediate return of the non-public offering of shares and the filling measures to be taken thirty-eight
1、 The impact of this non-public offering on the immediate return thirty-eight
2、 Risk tips for diluting the immediate return of this non-public offering of shares forty-one
3、 The necessity and rationality of this non-public offering forty-one
4、 The relationship between the investment project of the raised funds and the existing business of the company forty-one
5、 The company's filling measures for diluting the immediate return of this non-public offering Vi. relevant subjects' measures on the company's non-public offering of shares to fill the return can be effectively implemented
Commitments made forty-three
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings: the issuer, the company, the company, refers to Beiqi Foton Motor Co.Ltd(600166) listed company, Beiqi Foton Motor Co.Ltd(600166) this offering, and this non-public refers to the non-public offering of A-Shares in Beiqi Foton Motor Co.Ltd(600166) 2022
Plan. This plan refers to the plan of Beiqi Foton Motor Co.Ltd(600166) 2022 for non-public development of A-Shares of banks
BAIC group, controlling shareholder, refers to the issuing object of BAIC Motor Group Co., Ltd
Beijing SASAC refers to the state owned assets supervision and Administration Commission of Beijing Municipal People's government
The share subscription agreement between Beiqi Foton Motor Co.Ltd(600166) (as the "issuer") and BAIC Motor Group Co., Ltd. (as the "Subscriber") refers to the share subscription agreement on non-public development of a shares
General meeting of shareholders means the general meeting of Beiqi Foton Motor Co.Ltd(600166) shareholders
Board of directors means Beiqi Foton Motor Co.Ltd(600166) board of directors
Board of supervisors refers to Beiqi Foton Motor Co.Ltd(600166) board of supervisors
The pricing benchmark date refers to the announcement date of the resolution of the seventh meeting of the eighth board of directors in 2022 (April 1, 2022)
The articles of association refers to the Beiqi Foton Motor Co.Ltd(600166) articles of association
The funds raised this time refer to the funds raised by this non-public offering of shares
Shanghai stock exchange refers to Shanghai Stock Exchange
Trading day refers to the normal business day of Shanghai Stock Exchange
CSRC and CSRC refer to
