Ronglian Group Ltd.
(registered address: 1002-1, floor 10, No. 56, North Fourth Ring West Road, Haidian District, Beijing)
Plan for non-public offering of a shares
(Second Revision)
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.
2. After the completion of this non-public offering of shares, 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 this non-public offering of shares.
3. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and 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, approval or approval of the examination and approval authority on the matters related to this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of 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 shares of the company have been deliberated and adopted at the 11th meeting of the 5th board of directors, the 15th meeting of the 5th board of directors, the 2020 annual general meeting of shareholders, the first meeting of the 6th board of directors and the 11th meeting of the 6th board of directors. The non-public offering of shares has been approved by the state owned assets supervision and Administration Commission of Jining Municipal People's government, and the decision of the state market supervision and administration not to implement further examination needs to be approved by the CSRC before implementation.
2. The issuing object of the non-public offering is Shandong Jingda, and the issuing object subscribes for the non-public offering in cash. As of the announcement date of this plan, Shandong Jingda directly held 26803212 shares of the company, accounting for 4.02% of the total share capital of the company. Meanwhile, according to the voting right entrustment agreement, Wang Donghui and Wu Min entrusted the voting rights of the remaining 118325465 shares of the company, accounting for 17.73% of the total share capital of the company to Shandong Jingda. Shandong Jingda has 145128677 voting shares in the listed company, accounting for 21.75% of the total share capital of the company. It is the controlling shareholder of the listed company, and the state-owned capital management office of Jining high tech Zone is the actual controller of the company.
On January 15, 2021, Shandong Jingda signed the share transfer framework agreement with Wang Donghui and Wu Min, and transferred Ronglian Group Ltd(002642) 53606425 shares held by Wang Donghui and Wu Min in cash. These shares were transferred in two batches. The first batch transferred 26803212 shares, of which Wang Donghui transferred 20156119 shares and Wu Min transferred 6647093 shares, The second batch of 26803213 shares were transferred by Wu min. On November 16, 2021, Shandong Jingda, Wang Donghui, Wu Min and Jining high tech Zone Jingke development microfinance Co., Ltd. signed the share transfer agreement, changing the transfer mode of the second batch of shares agreed in the share transfer framework agreement from agreement transfer to batch transfer of block transactions. According to the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, the second batch of shares shall be conducted in at least three block transactions, and the specific time of each block transaction shall be determined by both parties through consultation on the premise of complying with the regulatory provisions.
On January 15, 2021, Shandong Jingda signed the voting right entrustment agreement with Wang Donghui and Wu min. Wang Donghui and Wu Min exclusively, free of charge and irrevocably entrusted the voting rights of all the remaining shares of the listed company other than the shares involved in the transfer of the first batch of shares held by them to Shandong Jingda for exercise, The term of entrustment starts from the date when all the first batch of shares under the share transfer agreement are transferred and registered under the name of Shandong Jingda, and ends on the date when Shandong Jingda becomes the largest shareholder of the listed company and the proportion of equity of the listed company actually held is 5% higher than that of the listed company actually held by Wang Donghui and Wu Min, or on the date of expiration of 36 months (whichever is earlier), Unless otherwise negotiated by both parties.
The completion time of the block transaction of the second batch of shares is uncertain. Without considering the transfer of the second batch of shares, after the completion of this non-public offering, Shandong Jingda will transfer the first batch of shares through agreement and subscribe for no more than 102710027 shares in this non-public offering. The number of shares directly held by Shandong Jingda will total 129513239 shares, Accounting for 16.82% of the total share capital of the company after this non-public offering. The number of shares directly held by Wang Donghui and Wu Min will total 118325465 shares, accounting for 15.37% of the total share capital of the company after this non-public offering. As the difference in the actual shareholding ratio between the two sides is less than 5%, Wang Donghui and Wu Min still need to entrust the voting rights of all their shares to Shandong Jingda within the entrustment period in accordance with the voting rights entrustment agreement. The number of voting shares of Shandong Jingda in the listed company will increase to 247838704 shares, accounting for 32.19% of the total share capital of the listed company after this non-public offering. Shandong Jingda is still the controlling shareholder of the company, and the state-owned capital management office of Jining high tech Zone is still the actual controller of the company.
If the block transaction transfer of the second batch of shares is completed, after the completion of this non-public offering, Shandong Jingda will directly hold 156316452 shares, accounting for 20.30% of the total share capital of the company after this non-public offering, through the transfer of the first and second batches of shares and the subscription of no more than 102710027 shares in this non-public offering. The number of shares directly held by Wang Donghui and Wu Min will total 91522252 shares, accounting for 11.89% of the total share capital of the company after this non-public offering. As the actual shareholding ratio of both parties differs by 8.42%, exceeding 5%, the voting right entrustment agreement is terminated. Shandong Jingda is still the controlling shareholder of the company, and the state-owned capital management office of Jining high tech Zone is still the actual controller of the company.
Therefore, this issuance will not lead to changes in the company's control.
3. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors on which the issuer first deliberates and agrees to this non-public offering scheme, i.e. January 15, 2021. The issue price of this non-public offering is 3.69 yuan / share. According to the measures for the administration of securities issuance of listed companies and other relevant provisions, the issuance price of the shares in this non-public offering shall not be lower than 80% of the average trading price of the shares of the listed company 20 trading days before the pricing benchmark date (i.e. 3.69 yuan / share). During the period from the pricing base date to the issuance date, if the issuer has ex rights and ex interests behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, the issuance price of the shares in this non-public offering will be adjusted accordingly in accordance with the relevant rules of the CSRC and the Shenzhen Stock Exchange.
4. The number of shares issued in this non-public offering is determined by dividing the total amount of raised funds by the share issuance price, that is, no more than 102710027 shares. The number of shares issued in this non-public offering does not exceed 30% of the total share capital of the company before this offering. The final number of shares issued will be within the range of the number approved by the CSRC, It shall be determined by the company and the lead underwriter through negotiation according to the actual situation of the company and the market situation. During the period from the pricing base date to the issuance date, if the issuer has ex rights and ex interests behaviors such as dividend distribution, bonus shares, conversion of share capital or allotment of shares, the number of shares issued in this non-public offering will be adjusted accordingly in accordance with the relevant rules of CSRC and Shenzhen Stock exchange.
5. The total amount of funds raised by the issuer in this non-public offering of shares shall not exceed 379 million yuan. The final total amount of the raised funds will be within the limit of the raised funds approved by the CSRC and determined by the issuer and the lead underwriter through negotiation according to the actual situation of the issuer and the market situation. The funds raised in this non-public offering are mainly used for R & D and industrialization projects of hybrid multi cloud service operation support platform and supplementary working capital. After the issuance is completed and the raised funds are in place, if the purpose of the raised funds constitutes a change in the purpose of the raised funds specified by the CSRC, the issuer shall perform the necessary decision-making procedures of the board of directors, the board of supervisors and the general meeting of shareholders in accordance with the provisions of laws, regulations and internal systems.
6. The newly issued shares of the issuer acquired by the object of this non-public offering shall not be transferred within 36 months from the end of this non-public offering. From the date of listing of newly issued shares to the date of lifting the ban on such shares, the issuer's shares increased due to the issuer's bonus shares or conversion to share capital shall also comply with the above locking arrangements. The object of this non-public offering shall issue relevant locking commitments for the shares subscribed in this non-public offering and handle relevant share locking matters in accordance with relevant laws, administrative regulations, administrative rules and normative documents of CSRC, relevant rules of Shenzhen Stock Exchange and the requirements of the issuer. After the lock-in period expires, the reduction of the issuer's shares obtained by the object of this non-public offering shall also comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws, administrative regulations and normative documents of the CSRC Relevant rules of Shenzhen Stock Exchange and relevant provisions of the articles of association of the issuer.
7. The company implements a positive profit distribution policy, attaches importance to the reasonable return to investors, maintains the continuity and stability of the profit distribution policy, and constantly returns to the majority of investors. For details of the company's current profit distribution policy, profit distribution and cash dividends in the last three years, and the company's future shareholder return plan, see "Chapter VI profit distribution policy and implementation of the issuer" of this plan.
8. The accumulated undistributed profits of the issuer before the non-public offering shall be shared by the new and old shareholders after the non-public offering according to the shareholding ratio.
9. After the completion of this offering, the equity distribution of the company will not meet the listing conditions.
10. See "Chapter VII analysis of diluted immediate return of this non-public offering" of the plan for the specific contents of the diluted immediate return analysis of this non-public offering and the measures to fill the return. The hypothetical analysis of the company's earnings per share after the issuance in this plan does not constitute a commitment or guarantee for the company's performance. The company's formulation of filling return measures does not mean that it guarantees the company's future profits, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor's investment decision. Investors should pay attention to investment risks.
catalogue
The company declares that 1 special tips 1 catalog 5 interpretation Chapter I summary of the non-public offering of A-Shares 10 I. Basic information of the issuer 10 II. Background and purpose of this non-public offering 11 III. issuing object and its relationship with the company 15 IV. summary of the plan for this non-public offering of shares 16 v. whether this issuance constitutes a connected transaction 18 VI. whether the issuance has led to changes in the company's control 18 VII. Does this issuance result in the company's equity distribution not meeting the listing conditions 19 VIII. Approval procedures for this issuance Chapter II basic information of issuing objects 20 I. Basic Information 20 II. Actual controller of Shandong Jingda 20 III. main business of Shandong Jingda in recent three years 21 IV. brief financial data of Shandong Jingda in the last year 21 v. punishment, litigation and arbitration of Shandong Jingda and its directors, supervisors and senior managers Vi. horizontal competition and related party transactions after the issuance 22 VII. The issuing object, its controlling shareholder and actual shares 24 months before the announcement of the plan for non-public offering of a shares
Major transactions between the international controller and the company 24 VIII. Source of funds for this subscription 24 Chapter III summary of the conditional share subscription agreement 25 I. contract subject 25 II. The non-public offering and share subscription plan 25 III. payment, capital verification and share registration twenty-seven
4、 Liability for breach of contract 28 v. effectiveness and termination of this Agreement Chapter IV feasibility analysis of the board of directors on the use of the raised funds 31 I. overview of the use of funds raised by this non-public offering of shares 31 II. Feasibility analysis of the investment project with the raised funds 31 III. The overall impact of the use of the raised funds on the company 41 IV. conclusion Chapter V discussion and analysis of the board of directors on the impact of this issuance on the company 43 I. The impact of this offering on the company's business and assets, articles of association, shareholder structure, senior management structure and business structure 43 II. Changes in the company's financial position, profitability and cash flow after the issuance 46 III. Changes in the relationship between the company and its controlling shareholders and their affiliates after the issuance 46 IV. occupation and guarantee of the company's funds and assets after the issuance 46 v. changes in the company's debt level after the issuance 47 VI. description of risks related to this stock issuance 47 Chapter VI profit distribution policy and implementation of the issuer 50 I. profit distribution policy of the company 50 II. Cash dividends and use of undistributed profits of the company in the last three years 53 III. shareholder return planning of the company Chapter VII analysis of diluted immediate return of this non-public offering of shares 58 I. impact of this issuance on the company's earnings per share 58 II. Necessity and rationality of this non-public offering 59 III. The connection between the project invested by the raised funds and the company's existing business, and the company's investment in personnel, technology, market and other aspects of the project invested by the raised funds
