Stock Code: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) stock abbreviation: Zhejiang Qianjiang Motorcycle Co.Ltd(000913) Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
(Wenling Economic Development Zone, Zhejiang Province)
Plan for non-public offering of A-Shares in 2022
May, 2002
Issuer statement
1、 This plan is in accordance with the measures for the administration of securities issuance by listed companies (revised in 2020) (Order No. 163 of the CSRC), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) (Announcement No. 11 of the CSRC), 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 (Zheng Jian FA Zi [2007] No. 303) And other requirements. 2. 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 the authenticity, accuracy and integrity of its contents.
3. After the completion of this non-public offering, the company shall be responsible for the changes of the company's operation and income; The investment risk caused by this non-public offering shall be borne by the investors themselves.
4. 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.
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 or approval of the examination and approval authority on the matters related to this non-public offering. The effectiveness and completion of the matters related to this non-public offering described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Tips on major issues
1. Zhejiang Qianjiang Motorcycle Co.Ltd(000913) (hereinafter referred to as "the company", "the company", "listed company", "issuer", " Zhejiang Qianjiang Motorcycle Co.Ltd(000913) ") the plan for non-public offering of A-Shares has been deliberated and adopted at the sixth meeting of the eighth board of directors held on May 20, 2022, and needs to be deliberated and approved by the general meeting of shareholders and the China Securities Regulatory Commission (hereinafter referred to as "CSRC"). 2. The issuing object of this non-public offering is Geely maijie Investment Co., Ltd. (hereinafter referred to as "Geely maijie"), with a total of one specific object, which is in line with the provisions of no more than 35 issuing objects stipulated by China Securities Regulatory Commission and other securities regulatory authorities. The issuing object subscribes the issuer's non-public offering shares at one time in cash. The issuing object has signed the share subscription agreement for Zhejiang Qianjiang Motorcycle Co.Ltd(000913) non-public Development Bank A shares with the company (hereinafter referred to as the "non-public development bank share subscription agreement with conditional effect"). 3. The pricing benchmark date of this offering is the announcement date of the resolution of the board of directors on this non-public offering, and the issue price is 8.70 yuan / share, which is not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (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).
4. The number of shares in this non-public offering shall not exceed 5800000000 shares, and shall not exceed 30% of the total share capital of the company before this non-public offering, and the final issue number approved by the CSRC shall prevail. If the company's shares are subject to equity changes such as dividend distribution, share distribution, conversion of capital reserve into share capital, equity incentive and so on from the pricing benchmark date to the issuance date, the upper limit of the number of non-public offering shares will be adjusted accordingly. The final issuance quantity will be determined by the board of directors or the authorized person of the board of directors authorized by the general meeting of shareholders of the issuer through consultation with the sponsor (lead underwriter) of this issuance according to the issuance scheme approved by the CSRC.
5. The total amount of funds raised from this non-public offering of A-Shares shall not exceed 504.6 million yuan (including this amount), which shall be used to supplement working capital after deducting the issuance expenses.
If the total amount of funds raised in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, it will also be adjusted accordingly at that time. If the actual amount of funds raised (after deducting the issuance expenses) is less than the above amount, the actual amount of funds raised shall prevail.
6. The shares subscribed by the subscribers of this non-public offering shall not be listed, traded or transferred within 36 months from the date of the end of this offering. The shares obtained from the non-public offering of the company by the issuing object due to the distribution of stock dividends and the conversion of capital reserve shall also comply with the above share locking arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
7. According to the Listing Rules of Shenzhen Stock Exchange (revised in 2022) (SZS [2022] No. 12) and other relevant laws, regulations and normative documents, the articles of association and the management system of related party transactions of the company, before the completion of this offering, Geely maijie was an enterprise controlled by Li Shufu, the actual controller of the company, and was a related party of the company, Its subscription of A-Shares of the company's non-public offering constitutes a connected transaction with the company. The company will strictly comply with laws, regulations and internal provisions of the company to perform the approval procedures for related party transactions. When the board of directors of the company deliberated the proposal related to this issuance, the related directors avoided voting, and the independent directors issued their prior approval opinions and independent opinions on this related party transaction. When the general meeting of shareholders considers matters related to this non-public offering of shares, related shareholders need to avoid voting on relevant proposals.
8. According to the 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) issued by the CSRC, the company has formulated the shareholder return plan for the Zhejiang Qianjiang Motorcycle Co.Ltd(000913) next three years (20222024), and further improved the profit distribution policy, For the company's profit distribution policy and dividends in the last three years, please refer to "Chapter VI company's profit distribution policy and implementation" of this plan.
9. According to the requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The company has formulated the filling measures for diluting the immediate return after the non-public offering. At the same time, the controlling shareholders, actual controllers, directors and senior managers of the company have made corresponding commitments to the practical implementation of the filling return measures of the company.
For the specific contents of relevant measures and commitments, please refer to "Chapter VII description on diluted immediate return of this offering and the company's filling measures" of this plan. The company reminds investors to pay attention to the fact that the company's measures to fill returns in this plan do not guarantee the company's future profits, and draws the attention of investors to investment risks.
10. After the completion of this non-public offering, the actual controller of the company remains unchanged, and the equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange, which will not lead to the lack of listing conditions for the equity distribution of the company.
11. The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance according to the shareholding ratio after the issuance.
There is still uncertainty about the approval of relevant departments, so investors should be reminded of relevant risks.
catalogue
The issuer declares that 1. Tips on major issues 2 catalog 5 interpretation Chapter I 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 eleven
4、 Summary of the plan for this non-public offering of shares eleven
5、 Whether this issuance constitutes a connected transaction thirteen
6、 Does this issuance lead to changes in the company's control thirteen
7、 The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval fourteen
8、 Explanation on Geely maijie's exemption from holding more shares of the company by offer Chapter II basic information of issuing objects fifteen
1、 Basic information fifteen
2、 Equity control diagram sixteen
3、 Geely maijie's main business sixteen
4、 Brief financial information of the last year sixteen
5、 Punishment, litigation or arbitration of the issuer and its related personnel in the last five years 17 VI. after the completion of this issuance, the horizontal competition and related transactions between the issuing object, its controlling shareholders and actual controllers and the company
Easy situation 18 VII. The relationship between the issuing object, its controlling shareholder, actual controller and the company within 24 months before the disclosure of the issuance plan
Big deal eighteen
8、 The source of subscription funds of the issuing object 18 Chapter III summary of agreements related to this non-public offering nineteen
1、 Summary of non-public offering subscription agreement with conditional effect Chapter IV feasibility analysis of the board of directors on the use of the raised funds twenty-two
1、 The use plan of the funds raised in this non-public offering twenty-two
2、 Necessity and feasibility analysis of the use of the raised funds twenty-two
3、 The impact of this non-public offering on the company's operation, management and financial situation twenty-three
4、 Conclusion of feasibility analysis twenty-four
Chapter V discussion and analysis of the board of directors on the impact of this issuance on the company 25 I. after the issuance, the company's business and assets, articles of association, shareholder structure, senior management structure and business settlement
Changes in structure twenty-five
2、 Changes in the company's financial position, profitability and cash flow after this issuance 25 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
Chemical situation 26 IV. after the completion of this non-public offering of shares, whether the company has funds, assets, controlling shareholders, actual controllers and
The occupation of its affiliates or the guarantee provided by the company for the controlling shareholder, actual controller and its affiliates twenty-six
5、 The impact of this issuance on the company's liabilities twenty-seven
6、 Description of risks related to this stock issuance Chapter VI profit distribution policy and implementation of the company twenty-nine
1、 The company's profit distribution policy twenty-nine
2、 Cash dividends and use of undistributed profits of the company in the last three years thirty-one
3、 Shareholder dividend return plan for the next three years (20222024) thirty-two
Chapter VII description of the diluted immediate return of this offering and the company's filling measures thirty-five
1、 The impact of the diluted immediate return of this non-public offering on the company's main financial indicators thirty-five
2、 Special risk tips for diluting the immediate return of this offering thirty-nine
3、 The necessity and rationality of this offering thirty-nine
4、 The relationship between the investment project of the raised funds and the existing business of the company thirty-nine
5、 Countermeasures taken by the company for diluting the immediate return of this non-public offering of shares thirty-nine
6、 Commitment of relevant entities to take filling measures to dilute the immediate return of the company's non-public offering of shares forty-one
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following meanings:
The company, the company and the listed company refer to Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Issuer, Zhejiang Qianjiang Motorcycle Co.Ltd(000913)
Geely maijie refers to Geely maijie Investment Co., Ltd
Geely technology refers to Geely Technology Group Co., Ltd
CSRC refers to the China Securities Regulatory Commission
The non-public offering of shares refers to the non-public offering of shares
This plan refers to Zhejiang Qianjiang Motorcycle Co.Ltd(000913) non-public offering plan of a shares
Non public development with conditional effect refers to the subscription agreement of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) non public development bank A-share subscription agreement
The articles of association refers to the articles of association of Zhejiang Qianjiang Motorcycle Co.Ltd(000913) company
Shareholder return plan refers to Zhejiang Qianjiang Motorcycle Co.Ltd(000913) the shareholder return plan for the next three years (20222024)
Measures for the administration of the acquisition of listed companies (revised in 2020)
Yuan, 10000 yuan
