Shenzhen Huakong Seg Co.Ltd(000068)
Shenzhen Huakong Seg Co., Ltd.
Plan for non-public offering of A-Shares (Revised Version) May 2002
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 liabilities for the authenticity, accuracy and integrity of its contents.
2. This plan is prepared in accordance with the requirements of the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development 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 development of shares by listed companies.
3. 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.
4. 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.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. 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 are subject to the approval of the general meeting of shareholders of the company and the approval of the CSRC.
hot tip
1. The matters related to the non-public offering of shares have been deliberated and approved at the first interim meeting of the seventh board of directors and the 13th interim meeting of the seventh board of directors, and shall be submitted to the CSRC for approval after being deliberated and approved by the general meeting of shareholders of the company.
2. This non-public offering 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 and the detailed rules for the implementation of non-public offering of shares by listed companies. The company has all the conditions for non-public offering of shares.
3. The issuing object of this non-public offering is huarongtai, with a total of one specific investor, which is in line with the provisions of no more than 35 issuing objects stipulated by the securities regulatory authorities such as the China Securities Regulatory Commission. Huarongtai will subscribe all the shares of this non-public offering in cash. Huarongtai has signed a share subscription agreement with effective conditions with the company. Huarongtai is the controlling shareholder of the company, and this non-public offering constitutes a connected transaction. After this issuance, the controlling shareholder and actual controller of the company will not change.
After the completion of this non-public offering, the shares subscribed by the above-mentioned specific investors shall not be transferred within 36 months from the date of the completion of this non-public offering.
4. The number of shares in this non-public offering shall not exceed 302001439 shares (including this number). 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 non-public offering to the issuance date, the number of this issuance will be adjusted accordingly according to the issuance reserve price after ex right and ex interest.
5. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the first interim meeting of the seventh board of directors (September 25, 2020), and the issue price is 2.69 yuan / share, Not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
During the period from the announcement date of the resolution of the board of directors to the issuance date, if there are ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance reserve price will be adjusted accordingly.
6. The total amount of funds raised in this non-public offering of shares shall not exceed RMB 812383900 (the specific amount shall be determined according to the number of shares in this non-public offering not exceeding 302001439 shares multiplied by the issuance price). After deducting the issuance expenses, the net amount shall be used to repay interest bearing loans and supplement working capital.
7. The issuing object of this non-public offering is Donghua Rongtai, the controlling share of the listed company. Therefore, this offering constitutes a related party transaction. When the general meeting of shareholders deliberates on this non-public offering, the related shareholders need to avoid voting on relevant proposals.
8. 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.
9. In accordance with the requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the company has improved the company’s profit distribution policy and formulated the company’s shareholder dividend return plan for the next three years (20222024).
As the undistributed profits at the end of 2019, 2020 and 2021 are negative, the company’s cumulative cash dividend from 2019 to 2021 is 0 yuan, which is in line with the profit distribution policy formulated by the company.
For details of the company’s profit distribution policy and its implementation, please refer to “section VI, company’s profit distribution policy and implementation” of this plan.
10. The implementation of the non-public offering plan will not lead to the company’s equity distribution not meeting the listing conditions, and will not lead to the change of the company’s actual controller.
11. Please refer to “Section VII statements and commitments of the board of directors related to this offering” in this plan for details on whether this offering dilutes the immediate return. At the same time, the company specially reminds investors that in the process of analyzing the dilution impact of this issuance on the immediate return, the assumption made by the company on the net profit is not the company’s profit forecast, and the specific measures to fill the return formulated to deal with the risk of dilution of the immediate return do not guarantee the company’s future profits.
12. The non-public offering plan still needs the approval of the general meeting of shareholders of the company, the CSRC and other regulatory authorities. Whether the company’s non-public offering can be approved or approved by relevant departments is still uncertain. Please pay attention to the risks.
catalogue
Declare that 2 special tips 3 interpretation Section 1 Summary of the non-public offering plan eight
1、 Basic information of the issuer eight
2、 Background and purpose of this non-public offering eight
3、 Issuing object and its relationship with the company ten
4、 This non-public offering plan eleven
5、 Whether this issuance constitutes a connected transaction twelve
6、 Does this issuance lead to changes in the control of listed companies thirteen
7、 Does this issuance result in the equity distribution not meeting the listing conditions VIII. The approval of the issuance plan by relevant competent authorities and the procedures to be submitted for approval
…… Section 2 basic information of the issuing object fourteen
1、 Basic information of huarongtai fourteen
2、 Structure chart of huarongtai’s equity control relationship fourteen
3、 Huarongtai’s main business fourteen
4、 Brief financial situation of huarongtai in recent year 15. Administrative penalties (except those obviously unrelated to the securities market) and criminal penalties received in the last five years
And major civil litigation or arbitration related to economic disputes fifteen
6、 Horizontal competition and related party transactions after the completion of this offering 15 VII. Major transactions between the issuer, its controlling shareholders and actual controllers and the company in the last 24 months
situation…… sixteen
8、 Sources of funds for this subscription Section III Conditions of subscription agreement seventeen
1、 Contract subject and signing time seventeen
2、 Subscription quantity, subscription price and subscription payment seventeen
3、 Liability for breach of contract nineteen
4、 Effective conditions and effective time of the agreement twenty-one
Section IV feasibility analysis of the board of directors on the use of the raised funds twenty
1、 Use plan of raised funds II. The necessity and feasibility of using the raised funds to repay interest bearing loans and supplement working capital twenty
3、 The impact of this non-public offering on the operation, management and financial status of listed companies twenty-one
4、 Feasibility conclusion of this non-public offering Section V discussion and analysis of the board of directors on the impact of this offering 22 I. business and assets of the company, articles of association, shareholder structure, senior management structure and industry after the issuance
Changes in business structure twenty-two
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 23 III. business relationship, management relationship and relationship between the company and its controlling shareholders and their affiliates after the issuance
Changes in joint stock transactions and horizontal competition 23 IV. after this offering, whether the listed company has funds and assets occupied by the controlling shareholders and their affiliates
situation…… V. whether the listed company has provided guarantees for the controlling shareholders and their affiliates after the issuance
…… twenty-four
6、 The impact of this issuance on the company’s liabilities twenty-four
7、 Risks related to this offering Section VI profit distribution policy and implementation of the company twenty-seven
1、 The company’s profit distribution policy twenty-seven
2、 Undistributed profits of the company in recent three years thirty
3、 The company’s shareholder return plan for the next three years (20222024) Section VII statement and commitment of the board of directors related to this offering 35 I. The board’s announcement on whether there are other equity financing plans in the next 12 months other than this offering
Ming thirty-five
2、 Matters related to the diluted immediate return of this offering 35 III. commitment issued by relevant entities to take filling measures for the diluted immediate return of the company’s non-public offering
…… thirty-nine
4、 Procedures for consideration of filling measures and commitments for diluted immediate return of this offering forty
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings: the company, the company, the issuer, the company in Shenzhen Huakong Seg Co.Ltd(000068) city and Shenzhen Huakong Seg Co.Ltd(000068)
This plan refers to the company’s plan for this non-public offering of shares
The company plans to issue 302001439 ordinary shares with a par value of 1.00 yuan each to Shenzhen huarongtai Asset Management Co., Ltd. in the form of non-public offering
Huarongtai refers to Shenzhen huarongtai Asset Management Co., Ltd
Shanxi construction investment refers to Shanxi Construction Investment Group Co., Ltd
Qingkong habitat refers to Beijing qingkong Habitat Environment Research Institute Co., Ltd
Shanxi SASAC refers to the state owned assets supervision and Administration Commission of Shanxi Provincial People’s government
Provincial State owned assets operation company refers to Shanxi state owned Capital Operation Co., Ltd
China Securities Regulatory Commission
Section 1 Summary of the non-public offering plan
1、 Basic information of the issuer
Name of issuer Shenzhen Huakong Seg Co.Ltd(000068)
Unified social credit code 914403 Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) 464898
The registered capital is 1006671464 yuan
Legal representative: Sun Bo
Date of establishment: June 6, 1997
The business term is from June 6, 1997 to June 6, 2047
Listing date: June 11, 1997
Shenzhen stock exchange where the shares are listed
Stock abbreviation Shenzhen Huakong Seg Co.Ltd(000068)
Stock code 00006
