Stock Code: Anhui Julong Transmission Technology Co.Ltd(300475) listing place: Shenzhen Stock Exchange Stock abbreviation: Shannon Xinchuang Shannon Xinchuang Technology Co., Ltd
(registered address: No. 16, Chuangye North Road, Ningguo Economic and Technological Development Zone, Xuancheng City, Anhui Province)
Instructions for allotment of shares to unspecified objects on GEM
(declaration draft)
Sponsor (lead underwriter)
(No. 198, Swan Lake Road, new administrative and Cultural District, Hefei, Anhui Province)
March, 2002
statement
The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in this prospectus and other information disclosure materials, and bear corresponding legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting organization shall ensure that the financial and accounting data in this allotment statement are true and complete.
Any decision or opinion made by the CSRC and the exchange on this issuance does not indicate that they guarantee the authenticity, accuracy and integrity of the application documents and the information disclosed, nor do they indicate that they make substantive judgment or guarantee on the profitability, investment value of the issuer or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law, the issuer shall be responsible for the changes in the operation and income of the issuer after the securities are issued according to law. Investors independently judge the investment value of the issuer, make investment decisions independently, and bear the investment risks caused by changes in the operation and income of the issuer or changes in the price of securities after the issuance of securities according to law.
Tips on major issues
The company specially reminds investors to pay attention to the following major matters or risk factors, and carefully read the relevant chapters of this allotment manual. 1、 Tips for this release
This allotment was deliberated and approved by the company at the 8th (Interim) meeting of the 4th board of directors held on September 16, 2021, the 4th extraordinary general meeting of shareholders held on October 15, 2021, the 14th (Interim) meeting of the 4th board of directors held on January 14, 2022 and the 15th (Interim) meeting of the 4th board of directors held on March 10, 2022, The registration shall be approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission.
This allotment is intended to be based on the total number of A-Shares after the closing of the market on the equity registration date of the implementation of this allotment scheme, and to be allotted to all shareholders in the proportion of 1 share for every 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 zhongdeng company. If the total share capital of the company on September 30, 2021 is 420000000 shares, the number of shares placed this time is 42000000 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 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 have issued a commitment to fully subscribe for the distributable shares in cash. 2、 Distribution plan of accumulated undistributed profits before the implementation of this share allotment
The accumulated undistributed profits before the implementation of this allotment shall be enjoyed by all shareholders after the allotment according to their shareholding ratio. 3、 Dividend distribution policy of the company and dividend return planning of shareholders
(I) profit distribution policy
1. Profit distribution principle
The company implements the same share, same profit and continuous and stable positive profit distribution policy. The company's profit distribution should pay attention to the reasonable investment return to investors and take into account the sustainable development of the company. The profit distribution should not exceed the scope of accumulated distributable profits and damage the company's sustainable operation ability. The board of directors, the board of supervisors and the general meeting of shareholders shall fully consider the opinions of independent directors, external supervisors and public investors in the decision-making and demonstration of profit distribution policies.
2. Profit distribution form
The company may distribute dividends in cash, shares or a combination of the two or other ways permitted by law, but mainly in cash.
3. Conditions and proportion of cash dividends
Under the condition of meeting the capital needs of the company's normal production and operation, if there is no major investment plan or major cash expenditure, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 20% of the distributable profits realized in the current year. The board of directors of the company may propose the company to make interim cash distribution according to the capital demand of the company.
4. Determination principle of cash dividend proportion
The proportion of cash dividends can be determined according to the development stage of the company. If the company is in the growth period and has major capital expenditure arrangements, the proportion of cash dividends in the current profit distribution shall not be less than 20%; If the company develops to maturity and has major capital expenditure arrangements, the proportion of cash dividends in the current profit distribution shall not be less than 40%; When there is no cash distribution in the company's development period, and the proportion of immature funds in the cash distribution period is less than 80%. The development stage of the company is demonstrated in the dividend planning and plan, which is deliberated and approved by the board of directors.
5. Conditions of stock dividend distribution
If the company's operating income increases rapidly and the board of Directors considers that the company's stock price does not match the size of the company's share capital, it can propose and implement a stock dividend distribution plan while meeting the above cash dividend distribution. The surplus accumulation fund of the company is used to make up for the company's losses, expand the production and operation scale or increase the company's capital. When the statutory surplus accumulation fund is converted into capital, the retained surplus accumulation fund will not be less than 25% of the company's registered capital before the conversion.
If the company makes profits in the current year, but the board of directors of the company has not made a profit distribution plan, the reasons shall be disclosed in the periodic report, and the independent directors shall express independent opinions on this.
6. Formulation and adoption of profit distribution plan
During the demonstration of the profit distribution plan, the board of directors of the company shall fully discuss with the independent directors and the board of supervisors (including external supervisors, if any), and form a profit distribution plan on the basis of considering the sustained, stable and scientific return to all shareholders. The relevant profit distribution plan can be submitted to the general meeting of shareholders of the company for deliberation only after being approved by more than half of the independent directors and the board of supervisors (including external supervisors, if any), The company shall provide online voting methods to facilitate the participation of public shareholders in voting.
7. Formulation and adoption of proposals on adjusting profit distribution policies
If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and the stock exchange; The proposal on adjusting the profit distribution policy can only be submitted to the general meeting of shareholders for deliberation after being approved by more than half of the independent directors and the board of supervisors (including external supervisors, if any). The proposal of the general meeting of shareholders shall demonstrate and explain the reasons in detail. The company shall provide voting methods such as Internet to facilitate the participation of public shareholders in voting.
If a shareholder of the company illegally occupies the company's funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.
8. Formulation and modification of dividend return plan
The company will formulate or revise the profit distribution plan and plan every three years according to its actual situation and the effective profit distribution policy at that time. The dividend return plan should focus on the long-term and sustainable development of the company, and establish a sustainable, stable and scientific return mechanism for investors on the basis of comprehensive analysis of the actual situation of enterprise operation and development, shareholders' requirements and wishes, social capital cost, external financing environment and other factors. After the board of directors formulates or adjusts the specific plan and plan arrangement of the company's profit distribution in each period, it shall be submitted to the general meeting of shareholders for approval.
(II) future dividend return plan for shareholders
In order to further improve and improve the company's decision-making procedures and mechanism on profit distribution, actively repay investors and guide investors to establish the concept of long-term investment and rational investment, the company formulates the shareholder return plan for the next three years (20212023) in accordance with the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant documents of the CSRC, The plan has been deliberated and approved by the company's 2020 annual general meeting of shareholders. The details are as follows:
1. Formulation principle and basis of shareholder dividend return plan
Focusing on the long-term interests, the overall interests of all shareholders and the sustainable development of the company, the company fully considers the current and future profit scale, cash flow, development stage, project investment capital demand, bank credit and other conditions of the company on the basis of comprehensively considering the development trend of the industry, the actual operation status of the company, development objectives, the requirements and wishes of shareholders, external financing costs and financing environment, Establish a sustainable, stable and scientific return planning and mechanism for investors.
The company formulates this plan in accordance with the provisions of the company law and other laws and regulations and the articles of association, takes into account the reasonable investment return of investors and the sustainable and healthy development of the company, and fully considers and listens to the opinions of independent directors, supervisors and minority shareholders.
2. Specific contents of shareholder dividend return plan (20212023)
(1) Profit distribution form and time interval
The company can distribute dividends in the form of cash, stock and a combination of cash and stock, and give priority to cash for profit distribution when the conditions for cash dividends are met.
On the premise of meeting the conditions of profit distribution, in principle, the company will make profit distribution once a year, and the board of directors of the company can propose the company to make medium-term cash distribution according to the company's profitability and capital demand.
(2) Dividend proportion
Under the condition of meeting the capital needs of the company's normal production and operation, if there are no major investment plans or major cash expenditures, the company shall distribute dividends in cash, and the profits distributed in cash shall not be less than 20% of the distributable profits realized in the current year.
Major investment plan or major cash expenditure refers to one of the following situations:
① In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 50% of the company's latest audited net assets.
② In the next 12 months, the company plans to invest abroad, acquire assets or purchase equipment, and the cumulative expenditure reaches or exceeds 30% of the company's latest audited total assets.
(3) Cash dividend conditions
① The company's annual distributable profit is positive;
② The audit institution shall issue a standard unqualified audit report on the annual financial report of the company;
③ The company has no major investment plan or major cash expenditure in the next 12 months.
(4) Cash dividend policy
The board of directors of the company comprehensively considers the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, and puts forward the cash dividend policy in line with the actual situation of the company according to the procedures specified in the articles of association:
① If the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in the current profit distribution shall not be less than 20%;
② If the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in the current profit distribution shall not be less than 40%;
③ If the development stage of the company is mature and there is no major capital expenditure arrangement, the proportion of cash dividends in the current profit distribution shall not be less than 80%.
(5) Conditions of stock dividend distribution
If the company's operating income increases rapidly and the board of Directors considers that the company's stock price does not match the size of the company's share capital, it can propose and implement a stock dividend distribution plan while meeting the above cash dividend distribution.
3. Decision making procedure of profit distribution
(1) The board of directors shall review the procedures and requirements to be performed for profit distribution
① The company will formulate profit distribution policies according to its actual situation, and formulate or adjust profit distribution plans and plans every three years. The profit distribution plan shall be approved by more than half of the directors and submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. Independent directors shall express independent opinions on the profit distribution plan, and the board of supervisors shall supervise the implementation of the profit distribution plan and the shareholder return plan.
② When formulating the specific plan of cash dividend, the board of directors shall carefully study and demonstrate the timing, conditions, minimum proportion, adjustment conditions and decision-making procedures of the company's cash dividend, and the independent directors shall express clear opinions. Independent directors can solicit the opinions of minority shareholders, put forward dividend proposals and directly submit them to the board of directors for deliberation.
(2) Procedures and requirements to be fulfilled by the general meeting of shareholders in considering profit distribution
① When the general meeting of shareholders of the company deliberates on the specific scheme of cash dividend, it shall fully listen to the opinions of minority shareholders. In addition to listening to the opinions of shareholders at the general meeting of shareholders, it shall also communicate and exchange with shareholders, especially minority shareholders, through hotlines, interactive platforms and other means, so as to timely respond to the concerns of minority shareholders.
② When the company does not pay cash dividends due to special circumstances, the board of directors shall make a special explanation on the specific reasons for not paying cash dividends, the purpose and use plan of the funds not used for dividends retained in the company, submit them to the general meeting of shareholders for deliberation after the opinions of independent directors, and disclose them on the media designated by the company.
③ After the general meeting of shareholders of the company makes a resolution on the profit distribution plan, the board of directors of the company shall complete the distribution of dividends (or shares) within 2 months after the general meeting of shareholders is held.
4. Decision making procedure of profit distribution policy adjustment
(1) If the company really needs to adjust the profit distribution policy according to the production and operation, investment planning and long-term development needs, or the external business environment changes, the adjusted profit distribution policy shall not violate the relevant provisions of the CSRC and Shenzhen Stock Exchange.
(2) The proposal on adjusting the profit distribution policy shall be formulated by the board of directors and submitted to the board of directors for deliberation after being approved by the independent directors. The independent directors shall express independent opinions on the adjustment of the profit distribution policy.
(3) The proposal to adjust the profit distribution policy shall be submitted to the board of directors for deliberation and then submitted to the general meeting of shareholders for approval. The company shall arrange to facilitate the participation of public shareholders in the general meeting of shareholders through online voting methods such as stock exchange trading system and Internet voting system. The proposal of the general meeting of shareholders to review and adjust the profit distribution policy shall be adopted by more than 2 / 3 of the voting rights held by the shareholders attending the general meeting of shareholders. 4、 Cash dividends of the issuer in recent three years
The cash dividends and distributable profits of the company in the last three years are as follows:
