Stock Code: Shenzhen Fluence Technology Plc(300647) stock abbreviation: Shenzhen Fluence Technology Plc(300647) listing place: Shenzhen Stock Exchange Shenzhen Fluence Technology Plc(300647)
Shenzhen Fluence Technology PLC.
(3602, venture capital building, No. 9, Tengfei Road, huanggekeng community, Longcheng street, Longgang District, Shenzhen) plan for issuing shares to specific objects through simple procedures in 2022
(Revised Version)
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, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the plan.
2. After the issuance of shares to specific objects in a simple procedure, 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 through summary procedures.
3. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects through summary procedures. 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 and approval of the examination and approval authority on the matters related to the issuance of shares to specific objects through simple procedures. The effectiveness and completion of the matters related to the issuance of shares to specific objects through simple procedures described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan. 1、 The matters related to the issuance of shares to specific objects through summary procedures have been authorized by the board of directors of the company at the 2021 annual general meeting of shareholders, and have been deliberated and adopted at the 13th meeting of the third board of directors and the 15th meeting of the third board of directors. According to the provisions of relevant laws and regulations, the scheme of issuing shares to specific objects through simple procedures can only be implemented after being reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2、 The objects of this issuance are Yunnan golden seed equity investment fund partnership (limited partnership), Huaxia Fund Management Co., Ltd., Zhuhai Golden rattan equity investment fund partnership (limited partnership), Shandong Caijin Venture Capital Co., Ltd., Xingzheng Global Fund Management Co., Ltd. and Tibet Tengyi Investment Co., Ltd. All the issuers of this offering subscribe for the shares of this offering in cash.
3、 According to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issuance price, issuance object and the number of allocated shares in the subscription invitation, the issuance price is determined to be 7.49 yuan / share.
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance, i.e. April 19, 2022. 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).
If the company's shares have 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 issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
4、 According to the bidding results of this issuance, the number of shares to be issued is 26702269, which does not exceed 30% of the total share capital of the company before this issuance. If the company's shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC for registration.
5、 The shares issued this time shall not be transferred within 6 months from the date of the end of this issuance. After the end of this offering, the company's shares increased due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the expiration of the restricted sale period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
6、 The total amount of funds raised from this stock issuance is expected to be no more than 200 million yuan (inclusive). After deducting the issuance expenses, the net amount of funds raised will be used for the phase I sub project of the construction of lithium battery cathode key material production base.
Within the scope of this raised investment project, the board of directors of the company can appropriately adjust the amount of raised capital investment of the above projects according to the actual needs of the project. If the net amount of funds actually raised in this offering is lower than the capital demand of the project to be invested, the insufficient part shall be raised by the company itself. Before the raised funds are in place, the company will invest the funds raised with its own funds or other ways according to the actual situation of the project progress, and replace them after the raised funds are in place.
The implementation subject of the project is shengbi and new energy, the holding subsidiary of the company, which is a wholly-owned subsidiary established by Gejiu shengbi and the holding subsidiary of the company. After the raised funds of this issuance are in place, the company will invest them in the form of loans with reference to the fair loan interest rate of the market, and the implementation subject is responsible for the specific implementation of the investment projects with raised funds.
7、 After the completion of this issuance, in order to take into account the interests of new and old shareholders, the accumulated undistributed profits before this issuance shall be jointly enjoyed by the new and old shareholders of the company according to the proportion of their respective shares of the company after the completion of this issuance.
8、 The company has always implemented the cash dividend policy in strict accordance with the cash dividend policy in the articles of association and the resolution of the general meeting of shareholders on the profit distribution plan. According to the requirements of the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2022] No. 3), the "section VI company profit distribution policy and related information" of this plan has an impact on the formulation and implementation of the company's current profit distribution policy, cash dividend policy, dividend distribution of the company in recent three years The company's dividend return plan for shareholders in the next three years is explained and brought to the attention of investors. IX According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) According to the relevant provisions of the documents, in order to protect the interests of small and medium-sized investors, the company has formulated the measures to fill the diluted immediate return after the issuance of shares. The controlling shareholders, actual controllers, directors and senior managers of the company have made a commitment to the practical implementation of the company's measures to fill the return.
For relevant measures and commitments, please refer to "Section VII statements and commitments of the board of directors related to this issuance" of this plan. At the same time, the company reminds investors to pay attention to the measures formulated by the company to fill the return in this plan, which is not equal to ensuring the company's future profits. Please pay attention to the investment risks.
10、 In particular, investors are reminded to carefully read the relevant contents of "section V risks related to this issuance" of this plan and pay attention to investment risks.
catalogue
The issuer declares that 2 important tips 3 catalog 6 interpretation eight
1、 Basic terms eight
2、 Technical terms Section 1 Summary of the stock issuance plan ten
1、 Basic information of the issuer ten
2、 The background of the project invested by the raised funds eleven
3、 Issuing object and its relationship with the company thirteen
4、 Summary of this offering plan fourteen
5、 Whether this issuance constitutes a connected transaction seventeen
6、 Does this issuance lead to changes in the company's control 18 VII. Whether the implementation of the stock issuance plan may cause the equity distribution not to meet the listing conditions VIII. The issuance plan has been approved by relevant competent authorities and the process to be submitted for approval
Preface Section II summary of share subscription agreement with effective conditions twenty
1、 Contract subject, signing time twenty
2、 Subscription price and subscription quantity twenty
3、 Conditions for the entry into force of the agreement twenty-one
4、 Liability for breach clause Wrong! No bookmarks defined. Section III feasibility analysis on the use of the raised funds twenty-two
1、 The use plan of the raised funds twenty-two
2、 Details of the project invested by the raised funds twenty-two
3、 The impact of this issuance on the company's operation and management and financial status Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. business and assets of the company, articles of association, shareholder structure, senior management structure
Changes in business income structure 28 II. Changes in the financial status, profitability and cash flow of the listed company after this offering 29 III. business relationship, management relationship, related party transactions and
Changes in horizontal competition IV. after the completion of this offering, the listed company has no funds, assets, controlled shareholders and their affiliates
Occupation, or guarantee provided by the listed company for the controlling shareholder and its affiliates V. whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost Section V risks related to this offering thirty-one
1、 Operational risks thirty-one
2、 Financial risks thirty-two
3、 Risks related to this transaction thirty-three
4、 Risks in the use of raised funds Section VI profit distribution policy and relevant information of the company thirty-five
1、 The company's profit distribution policy thirty-five
2、 Use of cash dividends and undistributed profits of the company in the last three years thirty-seven
3、 The company's future dividend plan 38 Section VII statements and commitments of the board of directors related to this offering 42 I. The board of directors' statement on whether there are other equity financing plans in the next 12 months other than this offering
Ming forty-two
2、 Risk tips for diluting the immediate return of this issuance and the measures to be taken to fill the return forty-two
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings: 1. The basic terms issuer, company and joint stock company refer to Shenzhen Fluence Technology Plc(300647) Shenzhen Fluence Technology Plc(300647) this issuance, and this summary procedure refers to Shenzhen Fluence Technology Plc(300647) this issuance of A-Shares to no more than 35 specific objects (including 35) through summary procedure
This plan refers to the plan for issuing shares to specific objects through simple procedures in Shenzhen Fluence Technology Plc(300647) 2022
The reporting period refers to 2019, 2020 and 2021
The end of each period in the reporting period refers to December 31, 2019, December 31, 2020 and December 31, 2021
The controlling shareholders and actual controllers of the company refer to Du Jianjun, Liu Yu and his wife and Zhang Kui
Gejiu shengbihe refers to Gejiu shengbihe Industrial Co., Ltd
Shengbihe new energy refers to shengbihe (Honghe) new energy Co., Ltd
General meeting of shareholders refers to Shenzhen Fluence Technology Plc(300647) general meeting of shareholders
Board of directors refers to Shenzhen Fluence Technology Plc(300647) board of directors
Board of supervisors refers to Shenzhen Fluence Technology Plc(300647) board of supervisors
Articles of association and articles of association refer to Shenzhen Fluence Technology Plc(300647) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Registration institution and registration and clearing institution refer to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
GGII refers to the lithium battery research institute of advanced industry and Research (GGII), which focuses on emerging industries such as lithium batteries
