Stock abbreviation: St TongZhou Stock Code: Shenzhen Coship Electronics Co.Ltd(002052) Shenzhen Coship Electronics Co.Ltd(002052)
Plan for non-public offering of a shares
April, 2002
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, the company shall be responsible for the changes of the company’s operation and income; The investors shall be responsible for the investment risks arising from this non-public offering.
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.
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 or approval of the examination and approval authority on the matters related to this non-public offering. The effectiveness and completion of the matters related to this non-public offering described in this plan have yet to be considered by the general meeting of shareholders of the listed company and approved by the CSRC.
Important tips
1. The non-public offering plan has been deliberated and adopted at the fifth meeting of the sixth board of directors of the company. According to relevant regulations, the issuance plan still needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC. 2. The object of this non-public offering is Fujian tengxu Industrial Co., Ltd. The issuing object of this non-public offering subscribes for the shares in cash.
3. The price of this non-public offering is 1.54 yuan / share. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the fifth meeting of the sixth board of directors of the company. The issuing price of this non-public offering of shares 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).
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 of this non-public offering to the issuance date, the issuance price will be adjusted accordingly.
4. The number of shares in this non-public offering does not exceed 223787908 (including this number), and does not exceed 30% of the total share capital of the company before this offering. The number of shares in this non-public offering shall be subject to the number of shares finally approved by the CSRC.
If the company’s shares are subject to ex rights matters such as share distribution and conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date of this non-public offering, 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 does not exceed 344633400 yuan (including this amount), which will be used to supplement the company’s working capital and repay debts after deducting the issuance expenses.
6. The shares subscribed by the object of this non-public offering of shares shall not be transferred within 18 months from the date of listing of this offering of shares. After the expiration of the restriction, it will be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. The shares acquired from the non-public offering of the company by the issuing object shall also comply with the above share locking arrangements in the form of the company’s distribution of stock dividends and the conversion of capital reserve into share capital.
7. The issuing object of this non-public offering is Fujian tengxu Industrial Co., Ltd. Mr. Liu Yongteng, the chairman of the company, is one of the shareholders of the issuing object and the legal representative of the issuing object, and Mr. Liu Yongxu, the controlling shareholder of the issuing object, is the brother of Mr. Liu Yongteng, the chairman of the company. At the same time, Fujian tengxu Industrial Co., Ltd., Ms. Wu Yiping and Ms. Wu Liping have signed the agreement of persons acting in concert with conditions, After the completion of this issuance, the issuing object will become the controlling shareholder of the company and Mr. Liu Yongxu will become the actual controller of the company. This issuance constitutes a connected transaction. The company will strictly comply with laws, regulations and the articles of association to perform the approval procedures for related party transactions. When the board of directors of the company votes on this non-public offering, the related directors will avoid voting, and the independent directors have expressed their prior approval opinions and independent opinions on this related party transaction. When the general meeting of shareholders votes on relevant proposals related to this non-public offering, related shareholders will avoid voting.
8. In order to fully protect the legitimate rights and interests of the company’s shareholders and provide stable and sustainable return on investment for shareholders, the board of directors of the company has formulated the plan for return on dividends to shareholders in the next three years (20212023) in accordance with the provisions of relevant laws and regulations. The plan has been adopted at the fifth meeting of the sixth board of directors of the company and is yet to be deliberated and approved by the general meeting of shareholders of the company. For the company’s profit distribution policy and cash dividends in recent three years, please refer to “section VI description of the board of directors on the company’s profit distribution” of this plan.
9. After this non-public offering, the equity distribution of the company will not cause the company to fail to meet the listing conditions. 10. The accumulated undistributed profits of the company before the non-public offering of shares shall be shared by the new and old shareholders of the company according to the proportion of shares after the non-public offering of shares.
11. 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) In order to protect the interests of small and medium-sized investors, the company analyzed the impact of this non-public offering on the dilution of immediate returns in accordance with the relevant provisions of 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 the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, Various measures will be taken to ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of future return. See “Section VII analysis of diluted immediate return of this non-public offering” in this plan for details.
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings:
Abbreviation interpretation
This plan refers to the plan of Shenzhen Coship Electronics Co.Ltd(002052) non-public offering of a shares
Coship electronics, issuer, this refers to Shenzhen Coship Electronics Co.Ltd(002052)
Company, company
The issuing object refers to Fujian tengxu Industrial Co., Ltd
Articles of association refers to Shenzhen Coship Electronics Co.Ltd(002052) articles of association
This issuance and this non-public means that the issuer issues no more than 223787908 non-public shares (including this number) of A-Shares to specific objects
Yuan means RMB yuan
Ten thousand yuan means ten thousand yuan
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Note: in this plan, if there is any difference in the mantissa between the sum of partial total and each itemized value, it is caused by rounding.
Section 1 Summary of the non-public offering plan
1、 Basic information of the issuer
Company name: Shenzhen Coship Electronics Co.Ltd(002052)
English Name: Shenzhen Coship Electronics Co., Ltd
Date of establishment: February 3, 1994
Listing date: June 27, 2006
Registered address: 2701, building 1, Xunmei science and Technology Plaza, No. 8, Keyuan Road, science and Technology Park community, Yuehai street, Nanshan District, Shenzhen
Legal representative: Liu Yongteng
Registered capital: 7459694 yuan
Stock abbreviation: St TongZhou
Stock Code: Shenzhen Coship Electronics Co.Ltd(002052)
Listing place: Shenzhen Stock Exchange
Tel: 075526999288 / 075526996000
Fax: 075526722666
Company website: www.coship.com com.
Company email: [email protected]. 2、 Background and purpose of this offering
(I) background of this non-public offering
1. China’s relevant industrial policies have pointed out the direction for the development of the industry.
The main business of the company belongs to the sub industry of manufacturing industry. According to the classification standard of national economic industry classification (GB / t47542017), the company belongs to the “computer, communication and other electronic equipment manufacturing industry” (industry code C39) under the category of “manufacturing industry”. The company belongs to a new generation of information technology industry in the 13th five year plan and made in China 2025, which is a key industry encouraged and supported by the state.
Made in China 2025, the 13th five year plan for national informatization, the National Informatization Plan for press, publication, radio, film and television, the notice on further promoting the all-round development of the mobile Internet of things, the action plan for the development of the ultra high definition video industry (20192022), the notice on comprehensively promoting the construction and development of the mobile Internet of things (NB lot) The State Council’s deepening of the “Internet plus advanced manufacturing industry” development of industrial Internet guidance, and a series of documents, provide good policy support for the development of communication equipment manufacturing industry, create a good market environment, expand the quality and quantity of products in the industry, and provide a good opportunity for the future development of communications equipment enterprises. The company’s intelligent products are in line with the national industrial development direction, supported by relevant national policies, and comply with the development trend of multi-functional and intelligent products in the communication terminal equipment industry. 2. Relevant industries are booming in general, driving the company’s products to become a new direction of the industry.
The global Internet TV industry has transited from the embryonic stage to the early stage of development, and then to today’s rapid development period, the global set-top box shipments have increased steadily. According to the data of grand view research, in 2018, the global set-top box market demand was 321 million units. It is predicted that the global TV set-top box market demand will reach 337 million units in 2022, and its demand shows a steady growth trend.
From the perspective of development trend, due to the rapid growth of global streaming media services and the active promotion of China Telecom Corporation Limited(601728) operators, the intelligent network STB represented by IPTV STB and Ott TV STB has become the fastest-growing type of STB. At present, 4K STB is the main network STB. According to the report released by Zion, the global 4K set-top box market value is expected to reach about US $3091 million by 2024. By product, 4K set-top box market is divided into digital terrestrial TV (DTT), satellite TV, internet protocol TV (IPTV), Internet TV set-top box (OTT) and hybrid TV set-top box. By region, the 4K set-top box market is divided into five main regions: North America, Asia Pacific, Europe, the Middle East, Africa and Latin America. Due to the high disposable income of the population, it is expected that North America will occupy the largest share of 4K set-top box Market in the future. The growing demand for high-resolution video and images and the increasing implementation of 4K cameras are another reason to promote the demand of 4K set-top box Market in this region. Due to the increasing popularity of wireless connections, significant growth is also expected in the Asia Pacific region.
As a typical representative of Internet TV, Ott set-top box shipments have reached new highs in recent years. For a long time in the future, the development of global streaming media represented by Netflix and Amazon Prime video will further promote the development of Internet TV industry. At the same time, major manufacturers’ continuous innovation of new products will also stimulate consumers to buy Internet TV. In addition, the development of smart home will also promote the development of related industries. The development prospect of global Internet TV industry is good.
The development of Internet TV industry will directly drive the development of Ott set-top box. As Ott set-top box realizes the integrated update of software and hardware at a lower price and provides users with the most cutting-edge enjoyment of experience, consumers will still have a large demand for Ott set-top box for a long time in the future.
In addition, compared with smart TV, Ott set-top box has the characteristics of low value, easy consumption and rapid update, so its update cycle is faster. Generally, the update speed of Ott set-top box is 2 years, while that of smart TV is 8 years. The update speed of Ott set-top box is about four times that of smart TV, which brings impetus to the growth of global Ott set-top box shipments. Therefore, the prospective industry research institute predicts that the global shipment of Ott set-top boxes will reach 433.4 million units in 2025.
However, in recent years, the company’s operation has experienced continuous impact and the sudden attack of covid-19 pneumonia, which has led to the continuous tension of the company’s operating cash flow. In order to meet the operating needs and cope with the double impact, the company especially needs to supplement working capital to support the company’s sustainable operation and development.
(II) purpose of this non-public offering
1. Introduce new controlling shareholders, enhance financial strength and lay the foundation for the sustainable operation of the company.
One of the main purposes of this non-public offering is to introduce new controlling shareholders. The subscription object of this issuance is Fujian tengxu Industrial Co., Ltd. after the completion of this issuance, the subscription object will become the new controlling shareholder of the company, and Mr. Liu Yongxu will become the new controlling shareholder
