Stock Code: Guizhou Chanhen Chemical Corporation(002895) stock abbreviation: Guizhou Chanhen Chemical Corporation(002895) Guizhou Chanhen Chemical Corporation(002895)
Plan for non-public offering of A-Shares in 2022
April, 2002
Issuer 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 company's board of directors 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 described in this plan do not represent the substantive judgment, confirmation 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. The matters related to this non-public offering of shares have been deliberated and adopted at the 15th meeting of the third board of directors of the company. According to the provisions of relevant laws and regulations, it can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and reported to the CSRC for approval.
2. The objects of this offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for shares 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 from the CSRC, the final issuing object will be determined by the board of directors of the company and the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders through negotiation according to the subscription application of the issuing object in accordance with the relevant provisions of the CSRC.
The issuing objects of this issuance subscribe for the shares issued in cash.
3. The pricing benchmark date of this offering is the first day of the issuance period of this non-public offering. The issue 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 (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
The final issue price will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) after the company has obtained the approval of the CSRC on this issue, in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies and the provisions of the competent departments such as the CSRC, according to the subscription quotation of specific issuing objects and the principle of price priority.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance reserve price of this non-public offering of shares will be adjusted accordingly.
4. The number of shares to be issued in this non-public offering shall not exceed 100 million shares (including this number), accounting for 20.47% and no more than 30% of the total share capital of the company as of March 31, 2022.
If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
5. After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the offering.
The shares derived from the shares obtained by the issuing object based on this non-public offering due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The reduction of the company's shares obtained by the issuing object of this non-public offering after the expiration of the sales restriction period shall also comply with the relevant provisions of laws, regulations, rules, normative documents, relevant rules of Shenzhen Stock Exchange and the articles of association. 6. The total amount of funds raised in this issuance shall not exceed 3529289400 yuan (including this amount). The net amount after deducting the issuance expenses is proposed to be invested in the following projects:
No. project name total project investment proposed to be invested in raised funds
1. Comprehensive utilization and production of medium and low-grade phosphate rock 12 Csg Holding Co.Ltd(000012) 95224912005089
T / a food grade purified phosphoric acid project
2100000 t / a food grade purified phosphoric acid project 65920836094454
3. Jigongling Phosphate Mine newly built 2.5 million T / a mining 105594727193351
Project
4. Supplementary working capital 20 China Vanke Co.Ltd(000002) 000000
5. Repayment of bank loan 8000000
Total 4010380435292894
Before the raised funds 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 after the raised funds are in place. After the raised funds are in place, if the net amount of the actual raised funds after deducting the issuance expenses is less than the total amount of the proposed raised funds, the company will adjust and finally decide the priority of the raised funds and the specific investment amount of each project according to the actual amount of the available raised funds and the priorities of the projects, and the insufficient part shall be solved by the company with its own funds.
7. After the completion of the non-public offering, the accumulated undistributed profits of the company before the offering shall be shared by the new and old shareholders according to the shareholding ratio after the offering.
For details of the company's dividend policy and dividend situation, see "section V company profit distribution policy and implementation" of this plan.
8. After the completion of this non-public offering of shares, the controlling shareholders and actual controllers of the company remain unchanged, which will not lead to the company's equity distribution not meeting the listing conditions.
9. According to the relevant provisions of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return and other documents issued by the CSRC, the company analyzed the impact of this non-public offering on the dilution of immediate return and put forward specific filling and reporting measures, For details, please refer to "section VI special risk tips and measures for diluting the immediate return of this non-public offering" of the plan. The relevant analysis is not the company's profit forecast, and the measures to fill in the return are not equivalent to ensuring the company's future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Investors are hereby reminded.
10. If the securities regulatory authorities such as China Securities Regulatory Commission have new regulations on the non-public offering of A-Shares or the market conditions have changed, the general meeting of shareholders of the company authorizes the board of directors to make corresponding adjustments to the non-public offering of A-Shares according to the new policies and regulations of the securities regulatory authorities or the new market conditions.
catalogue
The issuer 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 ten
3、 Issuing object and its relationship with the company eleven
4、 Summary of the non-public offering plan eleven
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company's control fourteen
7、 Does this issuance result in the equity distribution not meeting the listing conditions fifteen
8、 Procedures for this issuance plan to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds sixteen
1、 The use plan of the funds raised in this offering sixteen
2、 Purified phosphoric acid raised investment project sixteen
3、 New 2.5 million T / a mining project of jigongling phosphate mine twenty
4、 Supplementary working capital projects twenty-four
5、 Repayment of bank loans twenty-five
6、 The impact of this non-public offering on the company twenty-five
7、 Description of matters related to the application for approval of the investment project with raised funds twenty-six
8、 Conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. Changes in the company's business and assets, articles of association, shareholder structure, senior management structure and business structure
Situation twenty-eight
2、 Changes in the company's financial position, profitability and cash flow 28 III. business relationship, management relationship, related party transactions and the same between the company and its controlling shareholders and their affiliates
Changes in industry competition twenty-nine
4、 After the issuance, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates,
Or providing guarantee for the controlling shareholder and its affiliates twenty-nine
5、 The impact of this issuance on the company's debt structure Section IV risks related to this offering thirty
1、 Raw material supply and price fluctuation risk thirty
2、 Price fluctuation risk of main products thirty
3、 Risk of environmental protection policy change thirty
4、 The risk that the project invested with raised funds cannot produce the expected income thirty-one
5、 Risk of dilution of profitability thirty-one
6、 Approval risk thirty-two
7、 Stock price fluctuation risk thirty-two
8、 Performance fluctuation risk thirty-two
9、 Risk of impairment of long-term equity investment Section V profit distribution policy and implementation of the company thirty-four
1、 The company's current dividend distribution policy thirty-four
2、 The company formulated the shareholder return plan for the next three years (20232025) thirty-seven
3、 Use of cash dividends and undistributed profits of the company in the last three years Section VI risk tips and measures for diluting the immediate return of this non-public offering of shares forty-one
1、 The impact of this non-public offering on the company's main financial indicators forty-one
2、 Special risk tips for diluting the immediate return of A-Shares in this non-public offering forty-four
3、 The necessity and rationality of this non-public offering 44 IV. The relationship between the project invested by the raised funds and the company's existing business, and the company is engaged in the project invested by the raised funds
Reserves in personnel, technology and market forty-five
5、 The measures taken by the company to dilute the immediate return of the non-public offering of A-Shares 46 VI. relevant subjects' opinions on the company's non-public offering of A-Shares to fill the return measures can be effectively implemented
Fulfill the commitments made forty-eight
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: the company, the company and the issuer refer to Guizhou Chanhen Chemical Corporation(002895) Guizhou Chanhen Chemical Corporation(002895)
Sichuan CHUANHENG Holding Group Co., Ltd. (from April 1999 to September 2004, the name is Sichuan CHUANHENG Chemical Co., Ltd.; from September 2004, the controlling shareholder and CHUANHENG group refers to Sichuan CHUANHENG chemical (Group) Co., Ltd. from December 2008, and was restructured into a joint-stock company in December 2008, From December 2008 to January 2016, it was named Sichuan CHUANHENG Chemical Co., Ltd., and from February 2016, it was named Sichuan CHUANHENG Holding Group Co., Ltd.)
Actual controllers refer to Mr. Li Guangming and Mr. Li Jin
Tianyi mining refers to Weng'an Tianyi Mining Co., Ltd
CSRC and CSRC refer to China Securities Regulatory Commission
Sponsors, sponsors and main contractors refer to Guosen Securities Co.Ltd(002736) distributors and Guosen Securities Co.Ltd(002736)
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Articles of association refers to Guizhou Chanhen Chemical Corporation(002895) articles of association
This issuance refers to
