Stock Code: Hoshine Silicon Industry Co.Ltd(603260) stock abbreviation: Hoshine Silicon Industry Co.Ltd(603260) Announcement No.: 2022038 Hoshine Silicon Industry Co.Ltd(603260)
(No. 530, Yashan West Road, Zhapu Town, Jiaxing City, Zhejiang Province)
Plan for non-public offering of A-Shares in 2022 may 2022
Company statement
1. The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
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 investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
3. This plan is the explanation of the company's board of directors on this non-public offering, and any statement to the contrary is untrue.
4. The matters described in this plan do not represent the substantive judgment, confirmation 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.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
1. The non-public offering of A-Shares complies with the provisions of laws, administrative regulations, departmental rules and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), and the company has all the conditions for non-public offering of shares. 2. The non-public offering of A-Shares has been deliberated and adopted at the 11th meeting of the third board of directors of the company. Matters related to this issuance need to be deliberated and approved by the general meeting of shareholders of the company. In addition, in accordance with the provisions of relevant Chinese laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance of listed companies, this non-public offering of A-Shares needs to be approved by the CSRC.
3. The objects of this non-public offering are Ms. Luo Yi and Mr. Luo Yedong. Ms. Luo Yi and Mr. Luo Yedong are the shareholders and actual controllers of the company. At the same time, Ms. Luo Yi serves as the vice chairman of the company and Mr. Luo Yedong serves as the director and general manager of the company. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
4. According to the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of this non-public offering (i.e. May 20, 2022). The price of this non-public offering is 66.30 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing base date, of which: the average price of the company's shares in the 20 trading days before the pricing base date = the total trading volume of the company's shares in the 20 trading days before the pricing base date / the total trading volume of the company's shares in the 20 trading days before the pricing base date (excluding the pricing base date). If the company's shares are subject to ex rights and ex interests such as cash dividends, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the price of this non-public offering will be adjusted accordingly.
5. The number of shares in this non-public offering shall not exceed 105580692 (including this number). The number of shares in this non-public offering shall be determined according to the total amount of raised funds divided by the issue price, and shall be subject to the issue number approved by the CSRC. If the company's shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before this issuance and the issuance price is adjusted due to other reasons, the number of shares in this non-public offering will be adjusted accordingly. Within the above scope, the general meeting of shareholders shall authorize the board of directors to negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the actual situation.
6. The shares subscribed by the object of this non-public offering shall not be listed for trading within 18 months from the date of completion of the offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, it will be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange. The shares derived from the non-public offering shares of the listed company obtained by the object of this non-public offering due to the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements.
7. The total amount of funds raised by the company's non-public offering of shares shall not exceed 700000 yuan (including issuance expenses), which shall be used to supplement working capital after deducting issuance expenses.
8. After the completion of this non-public offering of shares, the equity structure of the company will change, but it will not lead to changes in the controlling shareholders and actual controllers of the company, and the equity distribution of the company will not meet the listing conditions. 9. The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders after the completion of the non-public offering.
10. According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised 2022) (announcement [2022] No. 3 of China Securities Regulatory Commission) and the notice on matters related to the further implementation of cash dividends of listed companies (zjf [2012] No. 37) of China Securities Regulatory Commission, the company's profit distribution policy, cash dividends of the company in the last three years For details of the company's future shareholder return plan, please refer to "Section VII profit distribution policy and implementation of the company" in this plan, and investors are invited to pay attention to it.
11. 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 the dilution of immediate returns for initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, the company has carefully analyzed the impact of this issuance on the dilution of immediate returns, Various measures will be taken to ensure the effective use of the raised funds, effectively prevent the risk of dilution of immediate return and improve the ability of return in the future. For details, see "Section VIII diluted immediate return and filling measures of this non-public offering" of the plan.
The measures to fill in the return formulated by the company do not guarantee the company's future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation and will draw the attention of investors.
catalogue
catalogue six
Section 1 interpretation eight
Section II overview of issuance nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 Issuing object and its relationship with the company eleven
4、 Summary of the non-public offering plan twelve
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company's control VII. The issuance plan has been approved by relevant competent authorities and needs to be submitted for approval
Procedure fifteen
Section III basic information of issuing objects and summary of share subscription contract sixteen
1、 Basic information of issuing object sixteen
2、 Summary of share subscription contract nineteen
Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-four
1、 The use plan of the raised funds twenty-four
2、 Analysis on the necessity of using the raised funds twenty-four
3、 Feasibility analysis of the use of the raised funds twenty-five
4、 The impact of this issuance on the company's operating and financial conditions twenty-five
5、 The project initiation, environmental protection and other approval matters involved in the raised investment project twenty-six
Section V discussion and analysis of the board of directors on the impact of this issuance on the company 27. I. whether there is an integration plan for the business and assets of the listed company after this offering, and whether the articles of association, etc
Make adjustments; Expected changes in shareholder structure, senior management structure and business structure 27 II. Changes in the financial status, profitability and cash flow of the listed company after this offering 28 III. business relationship, management relationship, related party transactions and
Changes in horizontal competition twenty-eight
4、 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 28 v. whether the company's debt structure is reasonable and whether there is a significant increase in liabilities (including or
(with liabilities), whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable twenty-nine
Section VI risk description of this non-public offering of shares thirty
1、 Market risk thirty
2、 Operating and managing risks thirty-two
3、 Other risks thirty-four
Section VII profit distribution policy and implementation of the company thirty-five
1、 The company's profit distribution policy thirty-five
2、 Profit distribution and use of undistributed profits in the last three years thirty-nine
3、 The company's shareholder return plan from 2022 to 2024 forty-one
Section 8 diluted immediate return and filling measures of this non-public offering of shares forty-three
1、 The potential impact of the diluted immediate return of this non-public offering on the company's main financial indicators forty-three
2、 Risk tips for diluting the immediate return of this offering forty-four
3、 The necessity and feasibility of this non-public offering 46 IV. The relationship between the project invested by the raised funds and the company's existing business, and the company is engaged in the project invested by the raised funds
Reserves in terms of personnel, technology and market forty-seven
5、 Filling measures for diluting the immediate return of the company's non-public offering forty-eight
6、 Commitments issued by relevant entities forty-nine
Section IX other matters that need to be disclosed fifty-three
Section I interpretation
In this plan, unless otherwise specified, the following words have the following meanings: issuer, Hoshine Silicon Industry Co.Ltd(603260) , the company and Hoshine Silicon Industry Co.Ltd(603260) company
Controlling shareholder and Hesheng group refer to Ningbo Hesheng Group Co., Ltd
Actual controllers refer to Mr. Luo Liguo, Ms. Luo Yi and Mr. Luo Yedong
Issuance, this issuance and this non-public offering refer to the issuance of Hoshine Silicon Industry Co.Ltd(603260) non-public issuance of a shares
The convening date of the board of directors refers to May 19, 2022
The announcement date of the resolution of the board of directors refers to May 20, 2022
The convening date of the general meeting of shareholders refers to the convening date of the general meeting of shareholders to consider the proposal of this non-public offering
This plan refers to the plan for non-public offering of A-Shares in Hoshine Silicon Industry Co.Ltd(603260) 2022
The pricing base date refers to the announcement date of the resolution of the board of directors
CSRC refers to China Securities
Section II overview of issuance
1、 Basic information of the issuer
Chinese Name: Hoshine Silicon Industry Co.Ltd(603260)
English Name: hoshine Silicon Industry Co., Ltd
Legal representative: Luo Liguo
Date of establishment: August 23, 2005
Registered address: No. 530, Yashan West Road, Zhapu Town, Jiaxing City, Zhejiang Province
Registered capital: 1074165577 yuan
Main products: industrial silicon, silicone, etc
Business scope: production and sales of methyltrichlorosilane, methyldichlorosilane, dimethyldichlorosilane, trimethylchlorosilane, hexamethylcyclotrisiloxane, (D3), octamethylcyclotetrasiloxane (D4), dimethylsiloxane mixed ring (DMC) (93% of octamethylcyclotetrasiloxane, 6.5% of decamethylcyclopentasiloxane, 0.5% of hexamethylcyclotrisiloxane) High boiling matter (tert butyl dimethyl monochlorosilane 30% - 50%, dimethyl tetrachlorosilane 30% - 50%), azeotrope (silicon tetrachloride 30% - 45%, trimethylchlorosilane 40% - 60%), low boiling matter (dimethyl dichlorosilane 20% - 40%, methyl dichlorosilane 20% - 40%), methyl chloride [intermediate product], by-product 80% sulfuric acid, by-product 31% hydrochloric acid γ- Aminopropyl methyl dimethoxysilane, amino silicone oil, silicone rubber, gaseous silica, hydrogen containing silicone oil, dimethyl silicone oil, decamethylcyclopentasiloxane (D5); Industrial silicon wholesale. The above operation certificates involving licenses. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Background and purpose of this non-public offering
(I) background of this non-public offering
1. Silicone is in the stage of vigorous development, and the market still has a huge improvement
