Securities code: Roshow Technoiogy Co.Ltd(002617) securities abbreviation: Roshow Technoiogy Co.Ltd(002617) Roshow Technoiogy Co.Ltd(002617)
Plan for non-public offering of A-Shares in 2021
(Revised Version)
April, 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.
The company's plan for this non-public offering of shares (hereinafter referred to as "the plan") is the description of the company's board of directors 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.
hot tip
1、 Roshow Technoiogy Co.Ltd(002617) matters related to the non-public offering of shares in 2021 have been deliberated and adopted at the 8th meeting of the 5th board of directors, the 4th extraordinary general meeting of shareholders in 2021 and the 13th meeting of the 5th board of directors of the company.
2、 This offering is a non-public offering for specific objects, and the final offering objects are no more than 35 specific objects, such as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other domestic legal person investors and natural persons, which meet the specified conditions. If a securities investment fund management company subscribes with two or more fund accounts under its management, it shall be regarded as one issuing object; If a trust and investment company is the issuing object, it can only subscribe with its own funds. All issuers subscribe for the shares of this non-public offering in cash. After the non-public offering is approved by the CSRC, the final offering object will be determined through negotiation between the board of directors of the company and the sponsor (lead underwriter) of the non-public offering according to the bidding results.
3、 According to the provisions of the CSRC's Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version), the number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance, and shall be subject to the approval document of the CSRC on this issuance. If calculated according to the share capital on September 30, 2021, the total number of shares in this non-public offering does not exceed 481101397 shares (including 481101397 shares). If the company's shares are distributed from the announcement date of the resolution of the board of directors to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company is changed before the issuance due to other reasons, the upper limit of the number of shares in the non-public offering will be adjusted accordingly.
The final number of shares to be issued shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders and the market-oriented inquiry.
4、 The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average price of the company's shares in the 20 trading days before the pricing benchmark date (the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date).
The specific issue price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) of this non-public offering in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, regulations and normative documents and market conditions, the subscription quotation of the subscription object and the principle of price priority.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the base price of this issuance will be adjusted accordingly.
5、 The total amount of funds raised from the non-public offering of shares shall not exceed 256745 million yuan (the total amount of funds to be raised has been deducted from the amount of projects invested by the board of directors before the resolution date of the non-public offering of shares, as well as the amount of new investment and financial investment to be invested from six months before the resolution date of the board of directors to the issuance), which will be used for the "third generation power semiconductor (silicon carbide) Industrial Park project" after deducting the issuance expenses "Large size silicon carbide substrate R & D center project" and "supplementary working capital" projects. In order to meet the needs of project development, before the raised funds of this non-public offering are in place, the company will use the self raised funds to invest in the investment projects with raised funds according to the actual situation of the project progress, and replace the early investment funds with the raised funds after the raised funds are in place.
6、 The shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of issuance.
7、 According to the requirements of laws and regulations such as 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 provisions of the articles of association of the company, on November 23, 2021, the eighth meeting of the fifth board of directors of the company deliberated and adopted the proposal on the company's return plan for shareholders in the next three years (20222024), It was deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021 on December 9, 2021. For details of profit distribution and cash dividend policy, please refer to "section V profit distribution policy and implementation of the company" of this plan. 8、 This non-public offering of shares will not lead to the company's equity distribution not meeting the listing conditions.
9、 The matters related to this non-public offering of shares have been deliberated and approved by the fourth extraordinary general meeting of shareholders in 2021 and are yet to be approved by the CSRC.
10、 The impact of the diluted immediate return of this offering on the company's main financial indicators and the measures to be taken by the company are detailed in "section VI diluted immediate return of this offering and filling measures" of this plan. The filling return measures formulated do not guarantee the company's future profits.
Section I summary of the non-public offering plan
1、 Basic information of the company
Chinese name Roshow Technoiogy Co.Ltd(002617)
Shenzhen stock exchange where the shares are listed
Stock abbreviation Roshow Technoiogy Co.Ltd(002617)
Stock code Roshow Technoiogy Co.Ltd(002617)
Date of establishment: May 24, 1989
Listing date: September 20, 2011
Legal representative: Lu Yong
Secretary of the board of directors Li chentao
Registered capital 1603671326 yuan
Registered address: No. 38, Luxiao Road, Diankou Town, Zhuji City, Zhejiang Province
Company domicile: No. 38, Luxiao Road, Diankou Town, Zhuji City, Zhejiang Province
Unified social credit code 9133 Shahe Industrial Co.Ltd(000014) 621022x1
Company Tel.: 057589072976
Company fax 057589072975
Company website: www.roshowtech.com com.
Industry: electrical machinery and equipment manufacturing (C38)
Production, manufacturing and sales of enamelled wire, energy-saving CNC motor, automobile and ship parts, research and development of enamelled wire and special equipment, leasing of electromechanical equipment, import and export business, business scope of LED company, research and development of display screen, optoelectronic devices and components, optical materials and technology, sales of optical components, research and development of electronic products and software products Sales and after-sales service, new energy vehicle technology research and development, power storage equipment research and development, car rental.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Background and purpose of this non-public offering of listed companies
(I) background of this issuance
Silicon carbide is a third generation wide band gap semiconductor material, which has wider band gap, higher breakdown electric field, higher thermal conductivity, greater electron saturation and higher radiation resistance.
It is expected that the application of silicon carbide in specific fields has obvious advantages and broad prospects, and belongs to the field supported by China's industrial policy. The support of the national industrial policy has promoted the breakthrough of the technical bottleneck of wide band gap semiconductor materials, enhanced the independent R & D ability of China wide band gap semiconductor company, and improved the overall competitiveness of the industry.
With the results of the company's previous layout in the field of silicon carbide substrate, the company has the technical strength to expand the production capacity of silicon carbide substrate, promote the localization and substitution of silicon carbide substrate materials, and develop large-size silicon carbide substrate.
(II) purpose of this issuance
1. Enrich the company's product line, enhance the company's core competitiveness and expand new profit growth points
Due to the impact of macro-economy outside China, the competition in the industry where the company is located is intensifying, and the downstream demand of the industry is uncertain; The price of upstream materials is affected by multiple international and Chinese factors, and the price fluctuates greatly, which has a certain impact on the operation. Only by constantly adjusting the product structure, actively developing new products, reducing costs through technological transformation and management improvement, forming differentiated advantages with competitors through innovation, increasing market competitiveness, and making use of Luxiao's brand, technology and scale advantages, can the company continue to maintain China's leading level.
In order to meet the needs of the company's sustainable development and develop the company's strategic emerging industries with new technologies and products, the company has successfully developed silicon carbide long crystal equipment with the support of the original sapphire production technology. The funds raised from this non-public offering are mainly used to invest in the production of 6-inch conductive silicon carbide substrate chips and the construction of large-size silicon carbide substrate chip R & D center. The company will continue to focus on the third generation semiconductor crystal industry, Expand the application of silicon carbide in new energy vehicles, 5g communication, photovoltaic power generation, rail transit, smart grid, aerospace and other fields. The company's use of the raised funds can enrich product types and specifications, maintain market competitiveness and lay a solid foundation for future performance growth.
2. Optimize the asset liability structure and improve the quality of the company's financial operation
In recent years, the international environment is complex and changeable. The competition between industries outside China is fierce. The adverse effects of New Coronavirus epidemic on global economic and trade will continue. The external environment uncertainty factors that the company is facing are increasing. In the complex and changeable international environment and fierce competition in industries outside China, crisis and opportunity coexist. In order to deal with various uncertain factors and grasp favorable development opportunities, it is necessary for the company to maintain sufficient working capital.
At the end of 2018, 2019, 2020 and September 2021, the company's consolidated asset liability ratios were 68.44%, 64.77%, 64.11% and 56.56% respectively, accounting for a relatively high proportion of liabilities. With the further expansion of the company's business scale in the future, the demand for working capital is also gradually increasing. The replenishment of working capital through this non-public offering can meet the growing needs of the company's business, improve the capital structure, reduce the company's capital liquidity risk, enhance the company's ability to resist risks and sustainable development, and effectively improve the quality of the company's financial operation.
3、 Price and pricing principle of issued shares, number of issued shares and restricted period
(I) type and par value of the shares issued this time
The shares of this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(II) issuance method
This non-public offering adopts the method of non-public offering of shares to specific objects. After obtaining the approval of the CSRC, the company will choose an appropriate time to issue shares to no more than 35 specific objects within the validity period specified by the CSRC.
(III) issuing object and subscription method
This offering is a non-public offering for specific objects, and the final offering objects are no more than 35 specific objects, such as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other domestic legal person investors and natural persons, which meet the specified conditions. If a securities investment fund management company subscribes with two or more fund accounts under its management, it shall be regarded as one issuing object; If a trust and investment company is the issuing object, it can only subscribe with its own funds. All issuers subscribe for the shares of this non-public offering in cash. After the non-public offering is approved by the CSRC, the final offering object will be determined through negotiation between the board of directors of the company and the sponsor (lead underwriter) of the non-public offering according to the bidding results.
(IV) issuing price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average price of the company's shares in the 20 trading days before the pricing benchmark date (the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date).
The specific issue price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) of this non-public offering in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, regulations and normative documents and market conditions, the subscription quotation of the subscription object and the principle of price priority.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the base price of this issuance will be adjusted accordingly.
(V) issued quantity
According to the regulation on issuance of securities issued by China Securities Regulatory Commission
