Securities code: Sanlux Co.Ltd(002224) securities abbreviation: Sanlux Co.Ltd(002224) Sanlux Co.Ltd(002224)
(address: Yuzhu village, Keyan street, Shaoxing County, Zhejiang Province)
Plan for non-public offering of a shares
April, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
2. The plan is prepared in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies, and other requirements.
3. After the completion of this non-public offering of a 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 A-Shares shall be borne by the investors themselves. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions. 4. This plan is the explanation of the board of directors of the company on the non-public offering of a shares, and any statement inconsistent with it is untrue.
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 the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
1. The matters related to the non-public offering of A-Shares have been deliberated and adopted at the sixth meeting of the seventh board of directors of Sanlux Co.Ltd(002224) held on April 15, 2022. According to relevant laws and regulations, the offering still needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
2. The non-public offering of A-Shares is aimed at no more than 35 specific investors. The issuing objects must be legal investors such as securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors, other domestic and foreign institutional investors and natural persons in accordance with the provisions of the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
The final offering object will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on this offering, through negotiation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the offering, in the form of bidding and in accordance with the principle of price priority.
3. The issue price is determined through inquiry, and the pricing benchmark date is the first day of the issuance period of the non-public offering. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. the issuing base price). Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders, after the company obtains the approval and reply of the CSRC on the issue, and through negotiation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the issue, in the form of bidding and in accordance with the principle of price priority.
During the period from the pricing base date of this offering to the issue date, if the company issues cash dividends, shares or capital reserve converted into share capital, the issue reserve price of this offering will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
4. The number of shares in this non-public offering is calculated according to the total amount of funds raised in this offering divided by the issue price determined by the final inquiry. At the same time, according to the provisions of the issuance supervision Q & A – regulatory requirements on guiding and regulating the financing behavior of listed companies (revised version) of the CSRC, the number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance. Based on the total share capital of the company and the number of Sanli convertible bonds issued as of March 31, 2022, without considering the conversion of Sanli convertible bonds into shares, the number of shares issued this time shall not exceed 218877852 (including this number); Assuming that all Sanli convertible bonds are converted into shares before this issuance, the number of shares issued this time shall not exceed 229365463 shares (including this number). If Sanli convertible bonds are partially converted before this issuance, the number of shares issued will be adjusted accordingly, and the approval document of the CSRC on this issuance shall prevail. Within the above scope, after the issuance is approved by the CSRC, the board of directors of the company authorized by the general meeting of shareholders will negotiate with the sponsor (lead underwriter) according to the actual situation at the time of issuance. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
If there is any change in the total share capital of the company before the issuance due to share distribution, conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation, conversion of Sanli convertible bonds or other reasons from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of shares of the non-public Development Bank will be adjusted accordingly.
All issuers subscribe for the non-public offering in cash.
5. The total amount of funds raised in this issuance (including issuance expenses) shall not exceed RMB 900 million (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
No. project name total project investment proposed to use raised funds (10000 yuan) investment amount (10000 yuan)
1. Rubber V-belt Intelligent Manufacturing Industrial Park project with an annual output of 500 million a meters 155093678446223
2 digital intelligent management platform construction project 553777553777
Total 160631449000000
Note: the total amount of raised funds is the amount after deducting the newly invested and proposed financial investment of 103.5 million yuan from the six months before the resolution date of the sixth meeting of the seventh board of directors (April 15, 2022) to the issuance.
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised is less than the above amount of funds to be invested, the board of directors and its authorized persons of the company will adjust and finally decide the specific investment projects of the raised funds according to the actual net amount of funds raised and within the scope of the above investment projects of raised funds, according to the progress of the investment projects of raised funds and the actual situation of capital demand The priority and the specific investment amount of each project, and the insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Before the funds raised in this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the procedures of relevant laws and regulations after the raised funds are in place.
6. After the completion of this issuance, the shares issued by the company subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance.
From the completion of this offering to the expiration of the restricted sale period, the shares increased by the issuing object due to the company’s share offering or the conversion of capital reserve into share capital shall also comply with the above restricted sale arrangements.
After the expiration of the above restricted sale period, the transfer and transaction of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
7. After the completion of this non-public offering, the controlling shareholders and actual controllers of the company will remain unchanged, and the equity distribution of the company will not meet the listing conditions.
8. Before the non-public offering of a shares, the accumulated undistributed profits of the company shall be shared by new and old shareholders after the completion of the offering. For details of the company’s dividend distribution policy, cash dividends in the last three years, and the use of undistributed profits, please refer to “section IV company profit distribution policy and implementation” of this plan.
9. 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) The opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) require that in order to protect the interests of small and medium-sized investors, The plan has explained the detailed analysis of the diluted immediate return of the non-public offering of shares and the measures to fill the return. For details, please refer to “section V matters related to the diluted immediate return of the offering” of the plan.
10. There is still great uncertainty whether the non-public offering plan can finally be approved by the CSRC and approved by other relevant departments, so investors are reminded to pay attention to relevant risks.
The company reminds investors to pay attention to the measures for filling returns formulated by the company in this plan, which does not guarantee the company’s future profits. Please pay attention to the investment risks.
catalogue
The company declares that 2 special tips 3 catalog 6 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 Summary of the non-public offering plan twelve
4、 Whether this non-public offering constitutes a connected transaction sixteen
5、 Does this issuance lead to changes in the company’s control sixteen
6、 Does this issuance result in the equity distribution not meeting the listing conditions sixteen
7、 The approval of this issuance plan and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 The use plan of the raised funds seventeen
2、 Investment projects of the raised funds seventeen
3、 The impact of this issuance on the operation, management and financial status of the company eighteen
4、 Feasibility analysis conclusion of the project invested with raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company 19 I. business and asset integration plan, articles of association, expected shareholder structure and senior manager of the listed company after the issuance
Changes in staff structure and business income structure nineteen
2、 Changes in the financial position, profitability and cash flow of the listed company after the issuance 20 III. business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
And other changes twenty-one
4、 After the completion of this offering, 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 21 v. whether the company’s debt structure is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Whether the debt ratio is too low and the financial cost is unreasonable twenty-one
6、 Risk description related to this non-public offering Section IV profit distribution policy and implementation of the company twenty-four
1、 The company’s profit distribution policy twenty-four
2、 Profit distribution and use of undistributed profits of the company in the last three years twenty-six
3、 The company’s shareholder return plan for the next three years Section V matters related to the diluted immediate return of this offering twenty-nine
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators twenty-nine
2、 Risk tips for diluting the immediate return of this offering thirty-one
3、 The necessity and rationality of the board of directors choosing this offering IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company’s personnel and technology in the project invested by the raised funds
Technical and market reserves thirty-two
5、 Filling measures for diluted immediate return of this non-public offering Vi. opinions of the controlling shareholders, actual controllers, directors and senior managers of the company on dilution of non-public offering shares
Immediate return, commitment to take remedial measures thirty-five
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: this non-public offering of A-Shares / this non-public offering of A-Shares / this non-public offering of Sanlux Co.Ltd(002224) 2022 non-public offering of A-Shares development bank shares / this non-public offering / this offering
This plan refers to the plan for Sanlux Co.Ltd(002224) non-public offering of a shares
The pricing base date refers to the first day of the issuance period of this non-public offering
Raised funds refer to the funds raised in this offering
Issuer, Sanlux Co.Ltd(002224) , company, this refers to Sanlux Co.Ltd(002224) company and listed company
With the approval of China Securities Regulatory Commission
