Securities code: Guangdong Jiayuan Technology Co.Ltd(688388) securities abbreviation: Guangdong Jiayuan Technology Co.Ltd(688388) Guangdong Jiayuan Technology Co.Ltd(688388)
(address: wenshe village, Yanyang Town, Meixian District, Meizhou City, Guangdong Province)
Issuance of shares to specific objects in 2021
Prospectus (Revised)
(declaration draft)
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
April, 2002
Statement
1. The company and all directors, supervisors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and other information disclosure materials, and bear corresponding legal liabilities for their authenticity, accuracy and completeness.
2. 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 materials in the prospectus are true and complete.
3. 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.
4. 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 prospectus.
1、 The plan for issuing shares to specific objects has been deliberated and approved at the fifth extraordinary general meeting of shareholders in 2021 held on November 22, 2021. The issuance of shares to specific objects needs to be reviewed by Shanghai Stock Exchange and registered with the consent of China Securities Regulatory Commission.
2、 The issuing objects of this issuance are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including Jiayuan investment, the controlling shareholder of the company. In addition to Jiayuan investment, the scope of other issuance objects is: securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors that meet the specified conditions, as well as other legal persons, natural persons or other qualified investors that meet the provisions of the CSRC. Among them, 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; As the issuing object, trust companies can only subscribe with their own funds. All issuers subscribe for the shares issued to specific objects at the same price and subscribe in cash.
3、 The number of shares issued to specific objects this time is no more than 70257493 shares (including 70257493 shares). If the company’s shares have ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the number of shares issued this time will be adjusted accordingly. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed and approved by the Shanghai Stock Exchange and approved by the CSRC.
4、 The pricing benchmark date of the company’s issuance of shares to specific objects this time is the first day of the issuance period. The issuance of shares to specific objects adopts the method of competitive issuance, and the issuance price is not lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and the principle of price priority according to the subscription quotation of the issue, but not lower than the above-mentioned issue reserve price, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for the issuance to specific objects and the registration documents of the CSRC.
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance price will be adjusted accordingly.
5、 The total amount of funds raised from the issuance of shares to specific objects does not exceed 472201 million yuan. After deducting the issuance expenses, it is proposed to be used for the following projects:
Unit: 10000 yuan
Project name, implementation subject, implementation location, estimated total investment and raised funds of the project, proposed investment amount
1. Raised funds of high-performance lithium battery copper foil — 3263891129000000 investment project
Guangdong Jiayuan Technology Co.Ltd(688388) Park added 1.6 million annual output in Meizhou, Guangdong Province
11000 ton high performance copper foil technical transformation Guangdong Jiayuan Technology Co.Ltd(688388) city 100376568 Shanghai Pudong Development Bank Co.Ltd(600000) project
1.2 annual output of 15000 tons of high-performance copper foil Ningde Jiayuan Ningde 1371991312000000 project city, Fujian Province
1.3 annual output of 30000 tons of high-precision ultra-thin electricity Shandong Jiayuan Liaocheng 88813428400000 sub copper foil project City
2 Jiangxi Guangdong Jiayuan Technology Co.Ltd(688388) Co., Ltd. annual output of 20000 tons of electrolytic copper foil project city of Jiangxi Jiayuan Ganzhou 197688461 Shanghai Pudong Development Bank Co.Ltd(600000) 0, Jiangxi Province
3. Supplementary working capital — 2220100
Total 5462785747220100
Note: the proposed investment project is the second phase of the high-precision ultra-thin electronic copper foil project with an annual output of 30000 tons, with an annual output of 15000 tons.
The proposed investment amount of the raised funds of the above projects has deducted the project construction and equipment procurement funds invested before the resolution date of the 23rd Meeting of the Fourth Board of directors. At the same time, the company held the 29th meeting of the Fourth Board of directors on April 8, 2022, and deducted the newly invested and proposed financial investment amount of 177.99 million yuan from the total amount of raised funds six months before the resolution date of the board of directors of this securities issuance to this issuance. 6、 The company implements a continuous and stable profit distribution policy and has distributed dividends in the form of cash dividends in the past three years.
The cash dividends of the company in the last three years (2018, 2019 and 2020) are as follows:
Unit: 10000 yuan
Project 20202019 2018
Net profit attributable to shareholders of the parent company in the consolidated statements 186414432973011764311
The amount of cash dividends distributed in the current year was 577190, 992767 and 190384
Cash Dividends account for 30.96%, 30.11%, 10.79% of the net profit attributable to the shareholders of the parent company in the consolidated statements
The cumulative cash dividend amount in the last three years accounts for 76.25% of the average net profit in the last three years
The cash dividends of the company in the last three years comply with the provisions of laws and regulations and the articles of association.
On March 25, 2022, the company issued the announcement on the profit distribution plan for 2021. The profit distribution plan to be implemented is as follows: Taking the total share capital of the company as 234191983 shares as the base, the company will distribute cash dividends of 7.06 yuan (tax included) to all shareholders for every 10 shares, totaling 16533954000 yuan (tax included). The company’s cash dividends accounted for 30.06% of the net profit attributable to the shareholders of the parent company in this year. The plan has been reviewed by the company’s 2021 annual general meeting of shareholders and has yet to be implemented.
7、 The shares of this offering subscribed by Jiayuan investment shall not be transferred within 18 months from the date of the end of this offering (i.e. the date when the shares issued to specific objects are registered to their names), and the shares of this offering subscribed by other issuing objects shall not be transferred within 6 months from the date of the end of this offering (i.e. the date when the shares issued to specific objects are registered to their names). After the completion of this offering, the issuing object shall also abide by the above restricted sale arrangements based on the shares issued by the listed company to specific objects obtained from this exchange, and the shares derived from the distribution of stock dividends by the listed company and the conversion of capital reserve into share capital. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. The reduction of the shares of the listed company obtained by the issuing object based on this transaction after the expiration of the sales restriction period shall also comply with the provisions of the company law, the securities law, the stock listing rules and other relevant laws, regulations and normative documents.
8、 The implementation of the stock issuance plan to specific objects will not lead to the company’s equity distribution not meeting the listing conditions.
9、 At the end of the reporting period, Jiayuan investment held 27.04% of the equity of the company and was the controlling shareholder of the company. Mr. Liao Pingyuan directly holds 90% of the equity of Jiayuan investment and is the actual controller of the issuer. The total amount of funds raised from this issuance of shares to specific objects shall not exceed 472201 million yuan. The number of shares issued shall be calculated by dividing the total amount of funds raised from this issuance of shares to specific objects by the issue price determined by the final bidding, and the number of shares issued shall not exceed 70257493 shares. Among them, the total investment subscription amount of Jiayuan, the controlling shareholder of the company, is not less than 500 million yuan and not more than 135 million yuan. According to the upper limit of the number of shares issued to specific objects, it is expected that after the issuance, Jiayuan investment will still be the controlling shareholder of the company and Mr. Liao Pingyuan will still be the actual controller of the company. This issuance will not lead to changes in the actual control of the company.
10、 After the issuance of shares to specific objects, the total share capital and net assets of the company will increase. Therefore, after the issuance of shares to specific objects, the company’s earnings per share and other indicators may be diluted in the short term. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shares issued to specific objects. According to relevant regulations, the company has analyzed whether to dilute the immediate return of this issuance and formulated relevant measures, but the measures to fill the return can not be regarded as a guarantee for the company’s future profits.
11、 The risk factors related to this issuance of shares to specific objects mainly include the risk of this issuance of shares to specific objects, policy and market risk, business and operation risk, management risk, etc. for details, see “section V risk factors related to this issuance” in this prospectus.
catalogue
Declare that 2. Tips on major issues 3 catalog 7 interpretation nine
1、 General interpretation nine
2、 Professional interpretation Section 1 basic information of the issuer eleven
1、 Basic information of the issuer eleven
2、 Equity structure of the issuer, controlling shareholders and actual controllers eleven
3、 Industry and competition thirteen
4、 The issuer’s main business model, main contents of products or services twenty-four
5、 The level of scientific and technological innovation and the mechanisms or measures to maintain the ability of scientific and technological innovation twenty-six
6、 The issuer’s existing business development arrangement and future development strategy Section 2 summary of this securities offering thirty-one
1、 Basic information of the issuer thirty-one
2、 Background and purpose of this offering thirty-one
3、 Issuing object and its relationship with the company thirty-three
4、 Summary of the stock issuance scheme to specific objects thirty-four
5、 Whether this issuance constitutes a connected transaction thirty-eight
6、 Does this issuance lead to changes in the company’s control thirty-eight
7、 The approval procedures for this issuance of shares to specific objects thirty-eight
8、 The basic information of the issuing object and the summary of the subscription contract with effective conditions Section III feasibility analysis of the board of directors on the use of the raised funds forty-five
1、 The use plan of the raised funds forty-five
2、 Basic information and feasibility analysis of the project invested with raised funds forty-six
3、 The impact of this issuance on the operation, management and financial status of the company fifty-seven
