Tibet Summit Resources Co.Ltd(600338)
TIBET SUMMIT RESOURCES CO.,LTD.
(No. 65, middle Beijing Road, Lhasa, Tibet Autonomous Region)
Plan for non-public offering of A-Shares in 2022
January 2002
Company statement
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.
After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares.
This plan is the explanation of the board of directors of the company on the non-public offering of a shares. 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, approval or approval of the examination and approval authority on the matters related to the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
1. Matters related to this non-public offering have been deliberated and adopted at the fourth meeting of the eighth board of directors of the company. According to the provisions of relevant laws and regulations, this non-public offering needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission. After the completion of this non-public offering of shares, it is still necessary to handle share registration and listing application with Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
2. The objects of this non-public offering of A-Shares are securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, financial companies, qualified overseas institutional investors in accordance with the provisions of the CSRC, as well as other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC, No more than 35 distribution objects. The final issuance object shall be authorized by the general meeting of shareholders. After obtaining the issuance approval document from the CSRC, the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance according to the bidding results in accordance with the relevant provisions of the CSRC. All issuers subscribe for the shares of this non-public offering in cash.
3. The pricing benchmark date of this offering is the first day of the offering period. The issuing price of this offering shall not be less than 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the average stock trading price of the company in the 20 trading days before the pricing benchmark date = the total stock trading volume of the company in the 20 trading days before the pricing benchmark date ÷ the total stock trading volume of the company in the 20 trading days before the pricing benchmark date) (hereinafter referred to as the “issuance reserve price”).
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 issuance to the issuance date, the issuance reserve price of this non-public offering will be adjusted accordingly.
The final issue price shall be reasonably determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders, after the issuance is approved by the CSRC, in accordance with the relevant provisions of the CSRC, and with the sponsor (lead underwriter) of the issuance according to the subscription quotation of the issuing object, on the basis of not lower than the bottom price of the issuance, and in accordance with the principle of price priority.
4. The number of shares in this non-public offering is calculated by dividing the total amount of funds raised in this offering by the issue price. At the same time, according to the issuance regulatory Q & A – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised), the number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance, That is, no more than 274.26 million shares (including this number). If the company has ex rights issues such as share distribution and conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of shares in this non-public offering will be adjusted accordingly. Within the above scope, the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders and after the issuance is approved by the CSRC, negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the subscription quotation of the issuing object.
5. After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of the completion of this offering. The shares derived from the company’s non-public offering shares obtained by the issuing object due to the company’s distribution of stock dividends and the conversion of capital reserves shall also comply with the above share locking arrangements. If the regulatory authorities related to the non-public offering of shares have other provisions on the lock-in period and due transfer of shares subscribed by the issuing object, such provisions shall prevail.
6. The total amount of funds to be raised in this non-public offering of shares shall not exceed 800 million yuan (including this amount), which will be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment amount of the project proposed investment amount of raised funds
1 Argentina lithium potassium Co., Ltd. annual output of 50000 tons of lithium carbonate 449740.99 385000.00 lake lithium extraction construction project
2. 6000kt / a mining, dressing, reconstruction and expansion project of Tazhong Mining Co., Ltd. 251437.01 205000.00
3 lithium salt lake resource exploration project of Argentina Tosa Co., Ltd. 10151.69 10000.00
4. Supplementary working capital 200000.00 200000.00
Total 911329.69 800000.00
Note: the investment amount of the above projects is converted according to the exchange rate used in the feasibility study report of relevant projects.
If the actual net amount of funds raised in this non-public offering is less than the investment amount of funds raised in the above projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of funds raised and the priorities of the projects, The insufficient part of the raised funds shall be solved by the company with its own funds or by other means.
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this non-public offering are in place, the company can invest in advance with self raised funds according to the actual situation of the corresponding project progress, and replace them after the raised funds are in place.
7. This issuance will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company’s equity distribution not meeting the listing conditions.
8. After the completion of the non-public offering of shares, 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.
9. According to the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC, the profit distribution policy of the company in “section IV description of the board of directors on company dividends” of the plan The dividend distribution of the company in recent three years is explained and brought to the attention of investors.
10. According to the relevant provisions of the opinions 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) issued by the general office of the State Council and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has formulated the measures to fill the diluted immediate return after the non-public offering of shares. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the company’s measures to fill the return. For relevant measures and commitments, please refer to “section V diluted immediate return, filling measures and commitments of relevant subjects in this offering” of the plan. At the same time, the company specially reminds investors that the formulation of filling return measures does not guarantee the company’s future profits, and investors should not make investment decisions accordingly. If investors make investment decisions accordingly, and cause losses, the company will not be liable for compensation.
11. The company will pay close attention to the changes of laws, regulations and relevant policies. If the regulatory authorities adjust and implement the relevant provisions and policies on the non-public offering of shares by listed companies before this offering, the company will timely perform the relevant review procedures, adjust, improve and disclose the specific provisions of the non-public offering plan in accordance with the adjusted relevant policies.
12. The board of directors specially reminds investors to carefully read the relevant contents of “section III discussion and analysis of the impact of the issuance on the company by the board of directors / VI. risk description related to the stock issuance” of the plan and pay attention to investment risks.
catalogue
The company declares that 2 special tips 3 catalog 6 interpretation Section 1 Summary of this non-public offering of A-Shares eight
1、 Basic information of the company eight
2、 Background and purpose of this non-public offering eight
3、 Summary of this non-public offering of A-Shares fourteen
4、 Whether this issuance constitutes a connected transaction seventeen
5、 Does this issuance lead to changes in the company’s control Vi. the issuance plan has been approved by relevant competent departments and the approval procedures to be submitted Section II feasibility analysis of the board of directors on the use of the raised funds nineteen
1、 The investment plan of the raised funds nineteen
2、 Basic information of the project invested by the raised funds nineteen
3、 The impact of this issuance on the company’s operation, management and financial situation twenty-seven
4、 Conclusion Section III discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. business, assets, articles of association, shareholder structure and senior management structure of the company after the issuance
And changes in business structure twenty-eight
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 29 III. business relationship, management relationship, related party transactions and the same between the company and the controlling shareholder and its affiliates
Industry competition and other changes 29 IV. after the completion of this offering, does the company have any funds and assets occupied by the controlling shareholders and their affiliates
Or the listed company provides guarantees for the controlling shareholders and their affiliates V. whether the company’s debt structure is reasonable and whether there is a significant increase in liabilities (including or
If there are liabilities, whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable thirty
6、 Description of risks related to this stock issuance Section IV explanation of the board of directors on the company’s dividend distribution thirty-five
1、 The company’s current profit distribution policy thirty-five
2、 Cash dividends of the company in the last three years thirty-seven
3、 Dividend return planning of the company’s shareholders Section V diluted immediate return, filling measures and commitments of relevant entities in this offering forty-two
1、 The impact of the diluted immediate return of this non-public offering on the company forty-two
2、 Filling measures for diluting the immediate return of the company’s non-public offering forty-four
3、 Commitment to take filling measures to dilute the immediate return of non-public offering of shares forty-five
interpretation
In this plan, unless otherwise specified, the following terms have the following meanings: the issuer, the company, the company and Tibet refer to Tibet Summit Resources Co.Ltd(600338) Everest, Everest shares and joint stock companies
Tazhong mining refers to Tazhong Mining Co., Ltd., a wholly-owned subsidiary of the issuer, registered in the Republic of Tajikistan
Everest Hong Kong Tibet Summit Resources Co.Ltd(600338) resources (Hong Kong) Co., Ltd., a 54% holding subsidiary of the issuer, is registered in Hong Kong
LIX means lithiumxenergycorp, A wholly-owned subsidiary indirectly controlled by Tibet Summit Resources Co.Ltd(600338) resources (Hong Kong) Co., Ltd., registered in Canada
Potasioy lithium Argentina S.A., a wholly-owned subsidiary of LIX and plasa, registered in Argentina, is implementing the development of anhelis lithium salt lake project
Tosa, Tosa Argentina Tosa Co., Ltd. (tortugade OROS. A.), a wholly-owned subsidiary of LIX, registered in Argentina
Tacheng International
