Securities code: Xinxiang Chemical Fibre Co.Ltd(000949) securities abbreviation: Xinxiang Chemical Fibre Co.Ltd(000949) Announcement No.: 2022028 Xinxiang Chemical Fibre Co.Ltd(000949)
XINXIANG CHEMICALFIBER CO., LTD.
(south of Xinchang Road, Xinxiang economic and Technological Development Zone)
2022 non-public offering plan
May, 2002
Company statement
1. Xinxiang Chemical Fibre Co.Ltd(000949) 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. 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 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 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
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this plan.
1. The non-public offering plan was deliberated and adopted at the 22nd Meeting of the 10th board of directors on May 19, 2022. According to the provisions of relevant laws and regulations, the non-public offering of A-Shares can only be implemented after the approval of the competent State-owned Assets Supervision and administration department or the state-funded enterprise, the deliberation of the company’s general meeting of shareholders and the approval of the China Securities Regulatory Commission.
2. The objects of this non-public offering are no more than 35 specific objects that meet the requirements of the CSRC, including securities investment fund management companies, securities companies, finance companies, insurance institutional investors, trust companies, qualified foreign institutional investors, RMB qualified foreign institutional investors and other qualified investors that meet the requirements of the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The issuing object of this non-public offering has not been determined. After the non-public offering is approved by the CSRC, the board of directors of the company will be authorized by the general meeting of shareholders to work with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders to determine the final offering object according to the purchase quotation of the offering object in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents.
All issuers subscribe for the shares of this non-public offering in RMB cash.
3. The number of shares to be issued in this non-public offering shall not exceed 300 million (including this number), accounting for 20.45% of the total share capital of the company before the announcement date of this plan, not exceeding 30% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering.
The final issuance quantity of this non-public offering will be determined through consultation with the sponsor (lead underwriter) of this non-public offering after the company’s non-public offering has obtained the approval of the CSRC. Within the above scope, the board of directors authorized by the general meeting of shareholders of the company will negotiate with the sponsor (lead underwriter) of this non-public offering according to the authorization of the general meeting of shareholders of the company, relevant provisions of the CSRC and the actual situation at the time of issuance.
If the company’s shares have ex dividend matters such as cash dividends and dividends from the pricing base date to the issuance date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance quantity of this non-public offering will be adjusted accordingly.
4. The pricing benchmark date of this non-public offering is the first day of the issuance period of the company’s non-public offering. The issuance price of this non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the company’s latest audited net asset value per share before the issuance (i.e. “issuance base price”). The average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date.
The final issuing price of this non-public offering will be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) within the scope of authorization of the general meeting of shareholders, according to the subscription quotation of the issuing object and in accordance with the principle of price priority, after the company’s non-public offering has obtained the approval of the CSRC. If the company’s shares have ex right and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the balance sheet date of the audited financial report at the end of the latest period before issuance to the issuance date, the above net asset value per share will be adjusted accordingly.
If the company’s shares have ex dividend matters such as cash dividends and dividends from the pricing base date of this non-public offering to the issue date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issue price of this non-public offering will be adjusted accordingly.
5. The total amount of funds to be raised in this non-public offering of shares shall not exceed 1380 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised will be used for phase III project of 100000 tons of high-quality ultra-fine denier spandex fiber project, 10000 tons of biomass cellulose fiber project and supplementary working capital projects.
In order to ensure the smooth progress of the investment project 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 will invest in advance with self raised funds according to the actual needs of the project progress, and replace them according to the procedures and time limit specified in relevant laws and regulations after the raised funds are in place.
If the actual net amount of funds raised in this non-public offering is lower than the above amount of funds to be invested, the insufficient part shall be solved by the company’s self raised funds. On the premise of not changing the project invested by raising funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project.
6. The shares of this non-public offering subscribed by the object of this offering shall not be transferred within 6 months from the date of the end of this offering. The shares derived from the shares of the company’s non-public offering obtained by the issuing object of this non-public offering due to the company’s share offering, share allotment, conversion of capital reserve into share capital and other circumstances shall also comply with the above share locking arrangements. After the end of the restricted sale period, the transfer and transaction of the shares subscribed by the issuing object for this non-public offering shall be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange.
If the CSRC or Shenzhen Stock Exchange has new system rules or requirements for the above sales restriction period arrangement, the above sales restriction period arrangement will be revised and implemented in accordance with the new system rules or requirements of the CSRC or Shenzhen Stock Exchange.
7. This non-public offering of shares 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 this non-public offering, the scale of the company’s net assets and total share capital will increase accordingly, and the company’s immediate return may be diluted in the short term. For the analysis of the diluted immediate return of this non-public offering and the measures to fill in the return, see “Chapter VI diluted immediate return of this non-public offering and the measures to fill in the return” in this plan.
The company hereby reminds investors to pay attention to the risk of diluting the immediate return of shareholders in this non-public offering. Although the board of directors of the company has formulated measures to fill the return, the measures to fill the return formulated do not guarantee the future profits of the company.
9. After the completion of the non-public offering, the accumulated undistributed profits of the company shall be shared by all shareholders after the completion of the non-public offering according to the shareholding ratio after the completion of the non-public offering.
According to the relevant provisions of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) issued by the CSRC, for the company’s profit distribution policy, the company’s cash dividends in the last three years and the company’s future shareholder return planning, see “Chapter V formulation and implementation of the company’s profit distribution policy” in this plan, Investors are invited to pay attention.
catalogue
interpretation…… Chapter I summary of the non-public offering plan 9 I. Basic information of the company 9 II. Background and purpose of this non-public offering 9 III. issuing object and its relationship with the company 13 IV. summary of the non-public offering plan 14 v. whether this issuance constitutes a connected transaction 17 VI. whether this issuance leads to changes in the company’s control 17 VII. Approval procedures for this issuance Chapter II feasibility analysis of the board of directors on the use of the raised funds 19 I. The investment plan of the raised funds 19 II. Necessity and feasibility of this fund-raising 19 III. The impact of this issuance on the company’s operation and management and financial status Chapter III discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. The impact of this non-public offering on the company’s business and assets, articles of association, shareholder structure and corporate governance structure 27 II. Changes in the company’s financial position, profitability and cash flow after the completion of this issuance 28 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the listed company and its controlling shareholders and their affiliates after this non-public offering 29 IV. after the completion of this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates 29 v. impact of this non-public offering on the company’s debt structure 29 Chapter IV description of risks related to this stock issuance 30 I. market risk 30 II. Operation and management risks 31 III. financial risks 31 IV. regulatory risks thirty-three
Chapter V formulation and implementation of the company’s profit distribution policy 35 I. profit distribution policy of the company 35 II. Profit distribution of the company in recent three years 38 III. The company’s shareholder return plan for the next three years (20202022) 39 Chapter VI diluted immediate return of this non-public offering and filling measures 43 I. impact of diluted immediate return of this non-public offering on the company’s main financial indicators 43 II. Risk tips for diluting the immediate return of this offering 45 III. necessity and rationality of this financing 45 IV. The relationship between the use of the raised funds and the existing business of the company, and the reserves of the company in terms of personnel, technology, market, etc. engaged in the raised investment projects 46 v. main measures taken by the company to dilute the immediate return of this non-public offering 47 VI. relevant commitments made by the controlling shareholders, directors and senior managers of the company 48 VII. Review procedures on filling measures and commitments for diluted immediate return of this offering fifty
interpretation
Xinxiang Chemical Fibre Co.Ltd(000949) , company, listed company, refers to Xinxiang Chemical Fibre Co.Ltd(000949) issuer
Bailu group and the direct controlling shareholder refer to Xinxiang Bailu Investment Group Co., Ltd
Xinxiang state owned capital operation group Co., Ltd. disclosed the Xinxiang Chemical Fibre Co.Ltd(000949) acquisition report on March 24, 2022 Indirect controlling shareholder refers to the free transfer of equity involved in the acquisition of Xinxiang Bailu Investment Group Co., Ltd. by Xinxiang state owned capital operation group Co., Ltd. as of the disclosure date of this plan, and the change procedures of industrial and commercial registration are being handled.
Xinxiang Finance Bureau and actual controller refer to the Finance Bureau of Xinxiang people’s Government of Henan Province
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Huafon Chemical Co.Ltd(002064) refers to Huafon Chemical Co.Ltd(002064)
Korea Xiaoxing refers to Korea Xiaoxing Co., Ltd
Yantai Tayho Advanced Materials Co.Ltd(002254) refers to Yantai Tayho Advanced Materials Co.Ltd(002254)
Jilin Chemical Fibre Co.Ltd(000420) refers to Jilin Chemical Fibre Co.Ltd(000420)
Yibin siliya refers to Yibin siliya Group Co., Ltd
Aoyuan Beauty Valley Technology Co.Ltd(000615) refers to Aoyuan Beauty Valley Technology Co.Ltd(000615)
This plan refers to the plan for non-public offering of shares in Xinxiang Chemical Fibre Co.Ltd(000949) 2022
The plan refers to the shareholder return plan of the company in the next three years (20202022)
This issuance / non-public offering refers to the non-public offering of shares in Xinxiang Chemical Fibre Co.Ltd(000949) 2022
