Shandong Fengyuan Chemical Co.Ltd(002805)
(No. 1227, Dongshun Road, Taierzhuang District, Zaozhuang City)
Plan for non-public offering of A-Shares 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, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
2. The plan is prepared in accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies, etc.
3. After the completion of the 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. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions. 4. 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.
5. 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 the non-public offering of A-Shares have been deliberated and adopted at the 12th meeting of the Fifth Board of directors of the company. According to the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, this non-public offering can only be implemented after it is deliberated and approved by the general meeting of shareholders and approved by the CSRC.
2. The objects of this non-public offering are no more than 35 issuing objects, including Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company. Among them, Mr. Zhao Guanghui promises that the subscription amount shall not be less than 30 million yuan and not more than 90 million yuan (including this amount), and the number of shares subscribed shall not exceed 2% of the issued shares of the company. That is, if Mr. Zhao Guanghui’s full subscription for the shares issued by the company according to the above agreement will cause the number of additional shares to exceed 2% of the issued shares of the company in the last 12 months, Mr. Zhao Guanghui’s subscription for the shares issued this time is limited to 2% of the issued shares of the company.
In addition to Mr. Zhao Guanghui, other issuing objects include 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. Except Mr. Zhao Guanghui, the other issuing objects shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the subscription quotation in accordance with the relevant provisions of the CSRC after the application for this non-public offering is approved by the CSRC in accordance with the authorization of the general meeting of shareholders. If the relevant laws, regulations and normative documents or the regulatory requirements of the securities regulatory authority have other provisions on the issuing object of non-public offering of shares by listed companies, such provisions shall prevail. All the issuing objects of this non-public offering are subscribed in cash.
3. The issuing objects of this non-public offering include Mr. Zhao Guanghui, who is the controlling shareholder, actual controller and chairman of the company. Therefore, Mr. Zhao Guanghui is a related party of the company, and his subscription to this offering constitutes a related party transaction. When the board of directors of the company considered the non-public offering, Mr. Zhao Guanghui has avoided voting on relevant proposals. When the general meeting of shareholders of the company deliberates on the non-public offering, Mr. Zhao Guanghui will avoid voting on relevant proposals.
4. The pricing benchmark date of this issuance is the first day of the issuance period. The pricing principle is that the issuance price shall not be less than 80% of the average price of the company’s shares in the 20 trading days before the first day of the issuance period. The final offering price shall be determined by the board of directors through negotiation with the sponsor (lead underwriter) of the offering according to the bidding results in accordance with the relevant rules of the CSRC after the application for the non-public offering is approved by the CSRC in accordance with the authorization of the general meeting of shareholders. If the company’s shares have ex right and ex dividend behavior from the pricing benchmark date to the issuance date, the price of this non-public offering will be adjusted accordingly. Mr. Zhao Guanghui accepts the final issue price determined according to the bidding results and does not participate in the bidding.
5. The number of A-Shares to be issued in this non-public offering shall not exceed 53379661 (including this number), and the maximum number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before this offering. 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, relevant provisions of the CSRC and the actual subscription. If the company’s shares have ex rights and ex dividend behavior between the announcement date of the resolution of the board of directors on this non-public offering and the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
6. After the completion of this non-public offering, the shares subscribed by Mr. Zhao Guanghui shall not be transferred within 18 months from the date of completion of the offering. Except Mr. Zhao Guanghui, the shares subscribed by other issuing objects shall not be transferred within 6 months from the date of the end of this issuance. After the expiration of the lock-in period, the reduction of the company’s shares obtained by the issuing object due to this transaction shall also comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, administrative rules, normative documents, relevant provisions of the stock exchange and the relevant provisions of the articles of association. After the completion of this non-public offering, the shares derived from the company’s non-public offering shares subscribed by the issuing object due to the company’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above share restriction arrangements. 7. The total amount of funds raised in this non-public offering does not exceed 940 million yuan. After deducting the issuance expenses, it will be used for “production base project of lithium iron phosphate cathode material for lithium battery with an annual output of 50000 tons” and “supplementary working capital project”. Before the funds raised in this offering are in place, the company can invest with self raised funds first according to the actual situation of the investment projects with raised funds, 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. Within the scope of the projects invested by the raised funds, the company may appropriately adjust the investment sequence and investment amount of the above-mentioned projects invested by the raised funds according to the priorities of the projects. 8. In accordance with the relevant provisions 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 12th meeting of the 5th board of directors of the company deliberated and approved the proposal on formulating the company’s shareholder return plan for the next three years (2022-2024), which will be implemented after being deliberated and approved by the general meeting of shareholders of the company.
The company’s dividend policy and dividend situation are detailed in “section V profit distribution policy and implementation of the company”.
9. The accumulated undistributed profits of the company before the non-public offering of shares shall be shared by new and old shareholders after the completion of the offering.
10. This non-public offering will not lead to changes in the controlling shareholders and actual controllers of the company. The equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange and will not lead to non-compliance with the conditions for stock listing.
11. The validity period of this non-public offering resolution is 18 months from the date of deliberation and adoption by the general meeting of shareholders of the company. 12. According to the guiding opinions on matters related to diluted immediate return of initial public offering, refinancing and major asset restructuring issued by the CSRC, the company has analyzed whether to dilute the immediate return of this offering. For details, please refer to the relevant contents of “section VI diluted immediate return and filling measures of this non-public offering” of this plan. Making measures to fill the return does not guarantee the company’s future profits.
catalogue
interpretation…… seven
Section I summary of this non-public offering of A-Shares nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering of shares nine
3、 Issuing object and its relationship with the company thirteen
4、 Summary of the non-public offering plan fourteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company’s control 17 VII. The issuance plan has been approved by relevant competent departments and the approval procedures to be submitted seventeen
8、 Does the issuance plan result in the equity distribution not meeting the listing conditions seventeen
Section II basic information of the issuing object and summary of the content of the conditional share subscription agreement eighteen
1、 Zhao Guanghui’s basic information eighteen
2、 Summary of conditional share subscription agreement twenty
Section III feasibility analysis of the board of directors on the use of the raised funds twenty-three
1、 Use plan of raised funds for investment projects twenty-three
2、 Necessity and feasibility analysis of the use of the raised funds twenty-three
3、 The impact of this non-public offering on the company’s operation, management and financial situation thirty
4、 Matters related to the investment project of raised funds for approval thirty-one
Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 32 I. company business, asset integration plan, articles of association, shareholder structure, senior management structure and business settlement
Structural changes thirty-two
2、 Changes in the company’s financial position, profitability and cash flow 33 III. business relationship, management relationship, related party transactions and
Changes in horizontal competition 33 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 guarantee for the controlling shareholder and its affiliates thirty-three
5、 The impact of this issuance on the company’s liabilities thirty-four
6、 Risk description related to this issuance thirty-four
Section V profit distribution policy and implementation of the company thirty-seven
1、 The profit distribution policy stipulated in the current articles of association of the company thirty-seven
2、 Use of cash dividends and undistributed profits in the last three years thirty-nine
3、 The company’s shareholder return plan for the next three years (2022-2024) forty
Section VI diluted immediate return and filling measures of this non-public offering of shares forty-four
1、 The impact of diluted immediate income of this non-public offering on the company’s main financial indicators forty-four
2、 Special risk tips for diluting the immediate return of this non-public offering forty-six
3、 Explanation of the board of directors on the necessity and rationality of this non-public offering forty-six
4、 The relationship between the investment project of the raised funds and the existing business of the company forty-seven
5、 The company’s reserves in personnel, technology, market, etc. engaged in fund-raising projects forty-seven
6、 Measures taken by the company to dilute the immediate return of this non-public offering of shares forty-nine
7、 Deliberation procedures on the diluted immediate return of this non-public offering of shares and its filling measures fifty
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: Shandong Fengyuan Chemical Co.Ltd(002805) , listed companies refer to Shandong Fengyuan Chemical Co.Ltd(002805) companies, companies and issuers
Fengyuan lithium energy refers to Shandong Fengyuan lithium energy technology Co., Ltd., a wholly-owned subsidiary of the company
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
Articles of association means the Shandong Fengyuan Chemical Co.Ltd(002805) articles of association
This offering refers to the non-public offering of A-Shares in Shandong Fengyuan Chemical Co.Ltd(002805) 2022
This plan refers to the plan for non-public offering of A-Shares in Shandong Fengyuan Chemical Co.Ltd(002805) 2022
“Share subscription agreement” refers to the Shandong Fengyuan Chemical Co.Ltd(002805) non-public offering of A-Shares with conditional effect
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
General meeting means Shandong Fengyuan Chemical Co.Ltd(002805) general meeting of shareholders
Board of directors means the Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
Board of supervisors means the Shandong Fengyuan Chemical Co.Ltd(002805) board of supervisors
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
A share refers to domestic listed RMB ordinary shares
It is also known as oxalic acid and repair acid. The simplest dicarboxylic acid has the molecular formula (COOH) 2 · 2H2O. Oxalic acid is divided into industrial oxalic acid and refined oxalic acid according to the purity, metal ion impurity content and sulfate impurity content
The utility model relates to a secondary battery (rechargeable battery), which mainly works by moving lithium ion between the positive electrode and the negative electrode. During charging and discharging, lithium ions are intercalated and de intercalated back and forth between the two electrodes: during charging, lithium ions are de intercalated from the positive electrode and embedded into the negative electrode through electrolyte
