Securities code: Chahua Modern Housewares Co.Ltd(603615) securities abbreviation: Chahua Modern Housewares Co.Ltd(603615) Chahua Modern Housewares Co.Ltd(603615)
(No. 168, Jiaokeng Road, Gushan Town, Jin’an District, Fuzhou City, Fujian Province)
Plan for non-public offering of A-Shares in 2021
(Revised Version)
April, 2002
Statement
1、 The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2、 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.
3、 This plan is the explanation of the board of directors of the company on this non-public offering 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 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 approval of the plan and the matters related to the non-public issuance that have not yet been approved or come into force by the authority.
hot tip
1、 The matters related to this non-public offering have been deliberated and approved by the 23rd Meeting of the third board of directors and the second extraordinary general meeting of shareholders in 2021, and reviewed and revised by the fourth meeting of the Fourth Board of directors of the company. According to the provisions of relevant laws and regulations, the non-public offering plan can only be implemented after being approved by the CSRC, and the plan finally approved by the CSRC shall prevail.
2、 The objects of this non-public offering are no more than 35 specific investors who meet the provisions of the CSRC, including legal persons, natural persons or other legal investors who meet the relevant requirements, such as securities investment fund management companies, securities companies, insurance institutional investors, trust companies, finance companies, qualified foreign institutional investors, RMB qualified foreign institutional investors, etc. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe with more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
After the company obtains the approval and approval of the CSRC on the issuance, the board of directors (or its authorized person) of the company shall negotiate with the sponsor (lead underwriter) in the form of bidding according to the bidding results of the issuance within the scope authorized by the general meeting of shareholders. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
The actual controller of the company does not participate in the subscription of the shares of this non-public offering.
All issuers subscribe for the shares of this non-public offering in RMB cash at the same price. 3、 The pricing benchmark date of this offering is the first day of the issuance period of the company’s non-public offering of shares, The pricing principle is: the issuance price shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (the average trading price of the company’s shares 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares 20 trading days before the pricing benchmark date) (hereinafter referred to as the “issuance reserve price”).
If the ex rights and ex interests of the company’s shares occur between the pricing benchmark date and the issuance date, the issuance reserve price will be adjusted accordingly.
The final offering price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) in the form of bidding according to the subscription quotation of the issuing object after the company obtains the approval document of the CSRC on the non-public offering.
4、 The number of shares in this non-public offering is finally determined by dividing the total amount of funds raised in this non-public offering by the issue price, and shall not exceed 30% of the total share capital of the company before this offering, that is, no more than 72942000 shares (including this number). Within the above scope, the final issuance quantity will be determined through negotiation between the board of directors of the company and the sponsor (lead underwriter) according to the bidding results of the issuance within the scope authorized by the general meeting of shareholders after the company obtains the approval and reply of the CSRC on the issuance.
If during the period from the announcement date of the resolution of the board of directors to the issuance date of this non-public offering, the company has ex rights matters such as share distribution, conversion of capital reserve into share capital, or changes in share capital caused by restricted stock registration, exercise of stock options, repurchase and cancellation of shares, the upper limit of the number of shares in this non-public offering will be adjusted accordingly.
5、 The total amount of funds raised in this non-public offering shall not exceed 380 million yuan, which shall be used for the following items after deducting the issuance expenses:
Project Name: total investment of the main project to be implemented and the amount of raised funds to be invested (10000 yuan) (10000 yuan)
Degradable plastic products shenglianjiang Camellia 2471319182
Production base construction project Chuzhou Camellia 102878818
Supplementary working capital project Chahua Modern Housewares Co.Ltd(603615) 10000
Total 4500038000
If the actual net amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above-mentioned projects, within the finally determined scope of this raised investment project, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project of the raised funds according to the actual net amount of raised funds and the priorities of the projects, and the insufficient part of the raised funds shall be raised by the company itself.
Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual progress of the raised investment project. After the raised funds are in place, the company will replace the funds invested in the early stage with the raised funds.
6、 After the completion of this non-public offering, the actual controller of the company will not change.
7、 After the completion of this non-public offering, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company shall share the undistributed profits accumulated before this offering up to the date of this offering according to the share proportion after this non-public offering.
8、 The company has always attached importance to the continuous return to investors. The accumulated profit distributed in cash in the last three years is no less than 30% of the average annual distributable profit realized in the last three years. The undistributed profits after deducting dividends in the last three years are used for the company’s main business. The company’s current effective articles of association and shareholders’ dividend return plan clearly stipulate the company’s profit distribution policy. For details of the company’s dividend and policy, please refer to “section IV formulation and implementation of the company’s profit distribution policy” in this plan.
9、 After this non-public offering, the company’s share capital and net assets will increase accordingly. As the use efficiency of the funds raised by this non-public offering of shares will take a certain time to be reflected, there is a risk that the company’s immediate return (earnings per share, return on net assets and other financial indicators) will be diluted after the funds raised are in place. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of this non-public offering of shares. The company has formulated measures to fill the return, but the company reminds investors that the company’s formulation of measures to fill the return does not guarantee the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation.
10、 This non-public offering of the company complies with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the Listing Rules of Shanghai Stock Exchange. After this non-public offering, the equity distribution of the company will not cause the company to fail to meet the listing conditions.
catalogue
Declare that one
Special tips two
catalogue five
interpretation…… seven
Section 1 overview of this non-public offering of shares eight
1、 Basic information of the company eight
2、 Background and purpose of this non-public offering of shares eight
3、 Issuing object and its relationship with the company ten
4、 Summary of the non-public offering plan ten
5、 The raised funds are invested in twelve
6、 Whether this issuance constitutes a connected transaction twelve
7、 Does this issuance lead to changes in the company’s control twelve
8、 Whether the implementation of this offering plan may cause the equity distribution not to meet the listing conditions thirteen
9、 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 fourteen
1、 The use of the raised funds fourteen
2、 Basic information of raised investment projects fourteen
3、 The impact of this non-public offering on the company’s operation, management and financial situation Section III discussion and analysis of the board of directors on the impact of this issuance on the company twenty-six
1、 The impact of this offering on the company’s business and asset integration, articles of association, shareholder structure, senior management structure and business organization
…… twenty-six
2、 The impact of this issuance on the company’s financial position, profitability and cash flow 27 III. The impact of this issuance on the business relationship, management relationship, related party transactions and interbank transactions between the company and its controlling shareholders and their affiliates
The impact of competition twenty-seven
4、 After this issuance, the company’s capital, asset occupation and related guarantee twenty-seven
5、 The impact of this issuance on the company’s liabilities twenty-seven
6、 Risks associated with this offering twenty-eight
Section IV formulation and implementation of the company’s profit distribution policy thirty-three
1、 The company’s current dividend distribution policy thirty-three
2、 Profit distribution of the company in recent three years thirty-seven
3、 Shareholder return plan for the next three years (20212023) Section V diluted immediate return and filling measures of A-Shares in this non-public offering forty
1、 The impact of this non-public offering on the company’s earnings per share and other major financial indicators forty
2、 Special risk tips on the diluted immediate return of this non-public offering forty-two
3、 The necessity and rationality of this non-public offering 42 IV. The relationship between the investment project of the raised funds and the company’s existing business, the company’s personnel engaged in the investment project of the raised funds
Technical and market reserves forty-two
5、 Specific measures to fill the diluted immediate return of this non-public offering forty-four
6、 Commitments issued by directors, senior managers and actual controllers of the company forty-six
interpretation
In this plan, unless otherwise specified, the following words or abbreviations have the following specific meanings:
The company, the company and the issuer refer to Chahua Modern Housewares Co.Ltd(603615)
Person Chahua Modern Housewares Co.Ltd(603615)
Plan / this plan refers to the plan for non-public offering of A-Shares in Chahua Modern Housewares Co.Ltd(603615) 2021
Articles of association means Chahua Modern Housewares Co.Ltd(603615) articles of association
Actual controllers refer to Chen Kuisheng, Chen Guanyu, Chen Mingsheng, Lin Shifu and Chen Fusheng
Lianjiang Camellia refers to Camellia household plastic products (lianjiang) Co., Ltd., which is one of the implementation subjects of the investment project with raised funds
Chuzhou Camellia refers to Camellia modern household products (Chuzhou) Co., Ltd., one of the implementation subjects of the investment project with raised funds
This issuance / non-public development refers to the company’s behavior of issuing RMB common bank shares (A shares) to specific objects in the form of non-public issuance of shares
Board of directors refers to Chahua Modern Housewares Co.Ltd(603615) board of directors
General meeting of shareholders refers to Chahua Modern Housewares Co.Ltd(603615) general meeting of shareholders
Board of supervisors refers to Chahua Modern Housewares Co.Ltd(603615) board of supervisors
The pricing base date refers to the first day of the issuance period of this non-public offering
CSRC refers to the China Securities Regulatory Commission
National Development and Reform Commission
National Development and Reform Commission
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The reporting period and the last three years refer to 2019, 2020 and 2021
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