Securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) securities abbreviation: 688033 Beijing Tianyishangjia New Material Corp.Ltd(688033)
(500m north of South Railway, xixinlitun village, Shangzhuang Town, Haidian District, Beijing)
Plan for issuing A-Shares to specific objects in 2022 January 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, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation).
3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan are subject to the deliberation and approval of the general meeting of shareholders of the company, the examination and approval of Shanghai Stock Exchange and the consent and registration decision of China Securities Regulatory Commission.
hot tip
The words or abbreviations in this part have the same meanings as those in the “interpretation” of this plan. 1. The issues related to the issuance to specific objects were deliberated and adopted at the 38th meeting of the second board of directors on January 11, 2022. The issuance of shares to specific objects can only be implemented after it is deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shanghai Stock Exchange and registered by the CSRC.
2. The target of this issuance is no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors that meet the conditions specified by 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 of the company through consultation with the sponsor (lead underwriter) of the offering according to the inquiry results after the offering is reviewed and approved by Shanghai Stock Exchange and approved to be registered by China Securities Regulatory Commission. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail. All issuers subscribe for the shares issued by the company in RMB cash at the same price.
3. The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. 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 benchmark date.
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. If the share price of the company’s shares is adjusted due to ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustment.
During the period from the pricing base date to the issue date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issue reserve price of shares issued to specific objects will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where P0 is the issue reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and the issue reserve price after adjustment is P1.
The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for the issuance of specific objects to obtain the registration documents of the CSRC, but shall not be lower than the above-mentioned issue reserve price.
4. The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 30% of the total share capital of the company before the issue to specific objects, that is, the number of shares issued this time shall not exceed 134621156 (including this number). The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC. Within the above scope, the final issuance quantity 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 in combination with the final issuance price.
If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date, and other matters lead to changes in the company’s total share capital, the upper limit of the issuance amount will be adjusted accordingly.
If the total number of shares issued to a specific object is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to a specific object and the total amount of raised funds will be changed or reduced accordingly.
5. After the completion of this issuance, the shares of this issuance subscribed by the issuing object shall not be transferred within six months from the date of completion of the issuance. If the national laws, regulations, rules, normative documents and securities regulatory authorities have the latest provisions, regulatory opinions or audit requirements on the sales restriction period of the issued shares, the company will adjust the sales restriction period accordingly according to the latest provisions, regulatory opinions or audit requirements.
The reduction of the shares of this issue subscribed by the issuing object after the expiration of the sales restriction period shall also comply with relevant laws, regulations, normative documents and relevant provisions of the securities regulatory authority.
For the shares of this issue subscribed by the issuing object, the shares derived from the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the arrangement of the above restricted sales period.
6. The total amount of funds raised from the issuance of shares to specific objects does not exceed 2369041600 yuan (including this amount). The net amount of funds raised after deducting the issuance expenses is planned to be used for the following projects:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of proposed raised funds
1 high performance carbon ceramic actuator industrialization 153898.00 131904.00 construction project
2. Construction project of automatic 40300.17 35000.16 intelligent weaving production line for carbon material products
3. Supplementary working capital project 70000.00 70000.00
Total 264198.17 236904.16
Within the scope of the above-mentioned projects invested with raised funds, the company can appropriately adjust the investment sequence and specific amount of the corresponding projects invested with raised funds according to the actual situation such as project progress and fund demand; Before the raised funds are in place, the company may, according to the actual situation of the projects invested with the raised funds, invest with the self raised funds first, and replace them after the raised funds are in place.
After the raised funds are in place, 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, the insufficient part shall be solved by the company with self raised funds.
7. The issuance of shares to specific objects will not lead to changes in the company’s control, nor will the company’s equity distribution not meet the listing conditions.
8. In order to further standardize and improve the company’s profit distribution policy, establish a scientific, sustainable, stable and transparent dividend decision-making and supervision mechanism, and actively repay investors, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the CSRC The company has formulated the shareholder dividend return plan for the Beijing Tianyishangjia New Material Corp.Ltd(688033) next three years (2022-2024) in accordance with the provisions and requirements of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022), the articles of association and other relevant documents, and in combination with the company’s profitability, the company’s business development plan, shareholder return and external financing environment.
For details of profit distribution and cash dividend policy, please refer to “Chapter V description of the board of directors on profit distribution policy and cash dividend”.
9. After the issuance of shares to specific objects is completed, the total share capital of the company will increase, and the immediate return of shareholders will be diluted. Please refer to “Chapter VI analysis of diluted immediate return on shares issued to specific objects” of the plan for details of diluted immediate return analysis on shares issued to specific objects and measures to fill in returns. Investors are hereby reminded to pay attention to these risks. Although the company has formulated measures to cover the risk that the immediate return is diluted, the measures to cover the return do not guarantee the future profits of the company. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation. Draw the attention of investors.
10. The board of directors specially reminds investors to carefully read the relevant contents of “Chapter IV Risk description related to this stock issuance” of the plan and pay attention to investment risks.
catalogue
The company declares that 1 special tips 2 interpretation Chapter I summary of the plan for issuing A-Shares to specific objects 9 I. Basic information of the issuer 9 II. Background and purpose of this issuance of shares to specific objects 10 III. issuing object and its relationship with the company 12 IV. summary of this release to specific objects 12 v. whether this issuance constitutes a connected transaction 16 VI. whether this issuance leads to changes in the company’s control XVI. The issuance plan has been approved by relevant competent authorities and the approval procedures still need to be submitted Chapter II feasibility analysis of the board of directors on the application of the raised funds 17 I. use plan of raised funds 17 II. Necessity and feasibility analysis of the use of the raised funds Chapter 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 after the issuance 28 II. Changes in the company’s financial position, profitability and cash flow after the issuance 29 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates V. impact of this issuance on the company’s liabilities Chapter IV Risk description related to this stock issuance 31 I. risks related to this issuance to specific objects 31 II. Technical and operational risks 32 III. force majeure risk 32 IV. the risk of diluting the immediate return of this offering 33 v. risk of stock price fluctuation thirty-three
Chapter V explanation of the board of directors on profit distribution policy and cash dividends 34 I. profit distribution policy of the company 34 II. Dividend distribution of the company in the last three years 37 III. The company’s shareholder return plan for the next three years Chapter VI analysis of diluted immediate return of shares issued to specific objects 43 I. impact of this issuance on the company’s main financial indicators 43 II. Analysis on the necessity and rationality of this issuance to specific objects and the correlation between the raised investment project and the company’s existing business 46 III. filling measures for diluting the immediate return of this offering 48 IV. commitments issued by relevant subjects forty-nine
interpretation
In this plan, unless the context specifies, the following abbreviations have the following meanings: the company, the company, the issuer, refers to Beijing Tianyishangjia New Material Corp.Ltd(688033) Beijing Tianyishangjia New Material Corp.Ltd(688033)
This issuance refers to the company’s issuance of shares to no more than 35 specific objects
Object distribution
Securities investment fund management companies, securities companies, subscription objects and issuance objects that comply with the provisions of the CSRC refer to trust companies, financial companies, asset management companies, insurance institutional investors and joint ventures