Securities code: 002539 stock abbreviation: Chengdu Wintrue Holding Co.Ltd(002539) Chengdu Wintrue Holding Co.Ltd(002539)
Non public offering plan
January 2002
Issuer statement
The company and all members of the board of directors promise that there are no false records, misleading statements or major omissions in the contents of the plan, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the contents of the plan. After the completion of this non-public offering, 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.
This plan is the explanation of the board of directors of the company on this non-public offering, and any statement to the contrary is untrue.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the 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 general meeting of shareholders and relevant approval authorities.
hot tip
1. The non-public offering plan has been deliberated and adopted at the 31st meeting of the Fifth Board of directors held on January 13, 2022. The non-public offering plan and related matters need to be deliberated and approved by the general meeting of shareholders and the CSRC.
2. The objects of this non-public offering are no more than 35 specific objects that meet the conditions specified by the CSRC, including Ms. Mou Jiayun, the concerted action of the actual controller of the company, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors Qualified foreign institutional investors, RMB qualified foreign investors (including self operated accounts or managed investment product accounts of the above investors), other legal person investors and natural persons in accordance with laws and regulations.
Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign investors who subscribe for more than two products under their management shall be regarded as one issuance object. As the issuing object, trust companies can only subscribe with their own funds.
The final offering object other than Ms. Mou Jiayun will be determined by the board of directors and its authorized persons authorized by the general meeting of shareholders of the company through negotiation with the sponsor (lead underwriter) of the offering according to the bidding results in accordance with the relevant provisions of the CSRC and the conditions specified in the non-public offering plan after obtaining the issuance approval document of the CSRC. Ms. Mou Jiayun does not participate in the market bidding process, but promises to accept the market bidding results, and the total amount of subscription funds shall not be less than 200 million yuan. If the issuance price of this issuance cannot be generated through the above market bidding, Ms. Mou Jiayun will continue to subscribe for the shares issued by the company according to the issuance reserve price of this issuance, and the total subscription capital shall not be less than 200 million yuan.
All issuers subscribe for the shares of this non-public offering in cash. Among the aforesaid specific issuing objects, Ms. Mou Jiayun is the person acting in concert with the actual controller of the company, and this non-public offering constitutes a connected transaction. As of the signing date of this plan, the company has not determined the other issuing objects except Ms. Mou Jiayun in this non-public offering of shares, so it is impossible to determine the relationship between the other issuing objects and the company. In the process of this offering, the company will strictly comply with laws, regulations and the company’s internal regulations to perform the approval procedures for related party transactions. Meanwhile, the company will disclose the relationship between each issuing object and the company in the issuance report announced after the end of this issuance.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period. The issue price shall not be lower than 80% of the average price of the company’s shares 20 trading days before the pricing benchmark date, That is, the issue reserve price of this issue is 80% of the average price of the company’s shares on the 20 trading days before the pricing benchmark date (the average price of shares on the 20 trading days before the pricing benchmark date = the total amount of stock transactions on the 20 trading days before the pricing benchmark date / the total amount of stock transactions on the 20 trading days before the pricing benchmark date).
The final issue price will be determined by the board of directors of the company and its authorized persons through consultation with the sponsor (lead underwriter) according to the inquiry results and the authorization of the general meeting of shareholders of the company in accordance with relevant regulations after the company’s non-public offering has obtained the approval of the CSRC. 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 base date to the issuance date, the issuance reserve price will be adjusted accordingly. 4. The number of shares in this non-public offering of the company shall not exceed 30% of the total share capital of the company before the issuance. According to the current share capital, the number of shares issued this time does not exceed 303.03 million (including), and the final number of shares issued is calculated according to the total amount of raised funds and the issue price. Within the above scope, the company will request the general meeting of shareholders to authorize the board of directors and its authorized persons to negotiate with the sponsor (lead underwriter) according to the relevant provisions of the CSRC and the actual subscription. Finally, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before this non-public offering, the upper limit of the number of shares in this non-public offering will be adjusted accordingly. 5. After the completion of the non-public offering of shares, if Ms. Mou Jiayun and her concerted actors hold no more than 2% of the issued shares of the company than 12 months before the end of the offering, the shares subscribed by Ms. Mou Jiayun shall not be transferred within 18 months from the end of the offering; If Ms. Mou Jiayun and her persons acting in concert hold more than 2% of the issued shares of the company than 12 months before the end of the issuance, the shares of the issuance subscribed by Ms. Mou Jiayun shall not be transferred within 36 months from the end of the issuance. The shares of this offering subscribed by other subscribers shall not be transferred within 6 months from the date of issuance. The shares obtained by the issuing object from the company’s directional issuance of shares derived from the company’s distribution of stock dividends, conversion of capital reserve and other forms shall also comply with the above share locking arrangements. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
6. The total amount of funds raised from this non-public offering of shares shall not exceed 250 million yuan (including), which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project amount of raised funds to be invested
1. Comprehensive utilization of phosphate rock resources to produce new energy materials 459500.00 200000.00 and slow and controlled release compound fertilizer linkage production project
2. Supplementary working capital project 50000.00 50000.00
Total 509500.00 250000.00
If the actual amount of raised funds (after deducting the issuance expenses) is less than the amount of raised funds to be invested in the above projects, within the finally determined investment projects of the raised funds, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual amount of raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place.
7. This issuance will not lead to changes in the actual controller of the company, nor will it lead to the company’s equity distribution not meeting the listing conditions.
8. For details of profit distribution and cash dividend policy, see “Section VII profit distribution policy and implementation of the company” in this plan.
9. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) In order to protect the interests of small and medium-sized investors, 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 requirements of the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for 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 return and formulated specific measures to fill the diluted immediate return. For details, please refer to “II. Relevant commitments of the board of directors on diluting the immediate return of this offering and specific measures to fill the return” in “Section VIII statements and commitments of the board of directors related to this offering” of this plan.
catalogue
interpretation…… Section 1 overview of this non-public offering ten
1、 Basic information of the issuer ten
2、 Background and purpose of this non-public offering of shares eleven
3、 Summary of the non-public offering plan sixteen
4、 The raised funds are invested in eighteen
5、 Whether this non-public offering constitutes a connected transaction nineteen
6、 Does this issuance lead to changes in the company’s control nineteen
7、 Does this issuance result in the equity distribution not meeting the listing conditions VIII. The issuance plan has been approved by relevant competent authorities and the process to be submitted for approval
Preface Section 2 basic information of issuing objects twenty-one
1、 Basic information twenty-one
2、 Major occupations and positions in the last five years and the property right relationship with the employer twenty-one
3、 Basic information of controlled core enterprises and major affiliated enterprises twenty-one
4、 Relationship with listed companies V. administrative punishment, criminal punishment or major civil disputes related to economic disputes in the last five years
Description of litigation or arbitration twenty-two
6、 After the completion of this offering, the horizontal competition and related party transactions between the issuing object and the company VII. Major transactions between the issuing object and the listed company within 24 months before the disclosure of the issuance plan
Situation twenty-three
8、 The source of this subscription Fund IX. explanation on Ms. Mou Jiayun and her persons acting in concert are exempted from increasing the company’s shares by offer
…… Section III summary of the conditional share subscription agreement twenty-five
1、 Contract subject, signing date twenty-five
2、 Underlying shares twenty-five
3、 Subscription price, subscription method twenty-five
4、 Source of subscription funds, payment method and stock delivery twenty-six
5、 Restricted period twenty-seven
6、 Rights, obligations and responsibilities of both parties twenty-seven
7、 Liability for breach of contract twenty-eight
8、 Entry into force and termination of the agreement Section IV feasibility analysis of the board of directors on the use of the raised funds thirty
1、 The use plan of the raised funds thirty
2、 Basic information of raised investment projects thirty
3、 The impact of the use of the raised funds on the operation, management and financial status of the company thirty-six
4、 Feasibility analysis conclusion of the project invested with raised funds Section V discussion and analysis of the board of directors on the impact of this issuance on the company 37 I. business and assets, articles of association, shareholder structure, senior management structure and business of the company after the issuance
Changes in business income structure thirty-seven
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 38 III. business and management relations between the company and its controlling shareholders, actual controllers and their affiliates
Changes in horizontal competition and related party transactions 38 IV. after the completion of this offering, whether the company’s funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, or whether the company provides guarantees for the controlling shareholders, actual controllers and their affiliates
The situation of 39 v. whether the company’s debt structure is reasonable and whether there is a significant increase in liabilities (including or
If there are liabilities, whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable Section 6 risks related to this non-public offering forty
1、 Risk that the raised investment project cannot achieve the expected benefits forty
2、 Raw material price fluctuation risk forty
3、 Market risk forty
4、 Safety production and environmental protection risks forty
5、 Managing risk forty-one
6、 Risk of dilution of earnings per share and return on net assets forty-one
7、 The approval risk of this non-public offering forty-one
8、 Stock market volatility risk Section VII profit distribution policy and implementation of the company forty-two
1、 Profit distribution policy of the company forty-two
2、 Use of cash dividends and undistributed profits in the last three years forty-five
3、 Shareholder dividend return planning for the next three years (2021-2023) 47 Section VIII statements and commitments of the board of directors related to this offering 52 I. The board of directors’ decision on whether there are other share financing plans in the next 12 months other than this offering
