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Securities code: Shenzhen United Winners Laser Co.Ltd(688518) securities abbreviation: Shenzhen United Winners Laser Co.Ltd(688518) Shenzhen United Winners Laser Co.Ltd(688518)
(101, plant 1, No. 6352, Pingshan Avenue, Shatian community, Kengzi street, Pingshan District, Shenzhen)
Plan for issuing A-Shares to specific objects in 2022 May 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the regulations and normative documents such as the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation).
3. After the issuance of shares to specific objects is completed, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. 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 mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects mentioned in this plan are subject to the deliberation and approval of the general meeting of shareholders of the company, the examination and approval of Shanghai Stock Exchange and the consent and registration decision of China Securities Regulatory Commission.
Tips on major issues
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" of this plan.
1. The plan for issuing shares to specific objects has been deliberated and approved at the 8th meeting of the Fourth Board of directors held on May 20, 2022, and can only be implemented after being deliberated by the general meeting of shareholders of the company and reviewed and approved by Shanghai Stock Exchange and approved by the CSRC.
2. There are more than 35 domestic investors, financial objects of the trust company, qualified fund management company or other foreign investors who do not meet the provisions of the laws and regulations. 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. After the issuance is approved by Shanghai Stock Exchange and approved and registered by China Securities Regulatory Commission, the final issuance object of this issuance to specific objects will be determined by the board of directors or the person authorized by the board of directors within the scope of authorization of the general meeting of shareholders, according to the subscription quotation of this issuance, through bidding and in accordance with the principle of price priority, in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities.
All issuers subscribe for the shares issued this time in RMB cash at the same price.
3. The issuance of shares to specific objects adopts inquiry issuance. The issuance price of shares to specific objects is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date, and the pricing benchmark date is the first day of the issuance period. The calculation formula of the above average price is: the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date. During the period from the pricing base date of this issuance to the issuance date, if the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The final issue price will be determined by the board of directors or the person authorized by the board of directors of the company within the scope of authorization of the general meeting of shareholders, according to the subscription quotation of the issuing object, through bidding and in accordance with the principle of price priority, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the issuance is reviewed and approved by the Shanghai Stock Exchange and the registration decision is made by the CSRC, But not lower than the above-mentioned issuance reserve price.
4. The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 30% of the total share capital of the company before the issue to specific objects, that is, the number of shares issued this time shall not exceed 89.76 million. The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC. Within the above scope, the final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and the final issuance price.
If the total share capital of the company changes due to dividend distribution, share distribution, conversion of capital reserve into share capital, addition or repurchase of restricted shares from the date of resolution of the board of directors to the date of issuance, the upper limit of the number of shares issued this time will be adjusted accordingly.
If the national laws, regulations and normative documents have new provisions on the number of shares issued this time or the decision of the CSRC to register requires adjustment, the number of shares issued this time will be adjusted accordingly.
5. The total amount of funds raised from the issuance of shares to specific objects does not exceed 990 million yuan (including this amount). The net amount after deducting the issuance expenses is planned to be invested in the following projects:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of proposed raised funds
1 Shenzhen United Winners Laser Co.Ltd(688518) East China base expansion and technology center construction project 50169003 Shanghai Pudong Development Bank Co.Ltd(600000)
2 Shenzhen United Winners Laser Co.Ltd(688518) Shenzhen base construction project 50308003800000
2.1 high precision laser and laser welding complete equipment capacity construction project 37623 Shenzhen Kedali Industry Co.Ltd(002850) 000
2.2 digital operation center construction project 1268500950000
3. Supplementary working capital 25 China Vanke Co.Ltd(000002) 500000
Total 125477009900000
Before the funds raised from this issuance to specific objects are in place, the company can invest in advance with self raised funds according to the actual progress of the projects to be invested by the raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
After the funds raised from this issuance to specific objects are in place, if the actual raised funds after deducting the issuance expenses are less than the total amount of the funds raised from the above projects, the board of directors or the authorized person of the board of directors will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, Adjust the priority of the investment of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or self raised funds.
6. After the completion of this offering, the offering to specific objects subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. From the completion of this issuance to the expiration of the restriction on sale, the shares obtained by the issuing object from the shares issued by the company to specific objects due to the distribution of stock dividends and the conversion of capital reserves by the company shall also comply with the above restriction on sale arrangements. After the expiration of the above restricted sale period, the transfer and trading of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and Shanghai Stock Exchange. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
7. The validity period of this issuance resolution is 12 months, calculated from the date of deliberation and adoption by the general meeting of shareholders. If the company has obtained the decision of the CSRC to register the issuance within the validity period, the validity period will be automatically extended to the date of completion of the issuance.
8. The company has always attached importance to the continuous return to investors. According to the requirements 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 (revised in 2022) (zjf announcement [2022] No. 3) of the CSRC, the company has a perfect dividend distribution policy, and the current effective articles of association clearly stipulates the company's profit distribution policy. For details of the company's dividend and policies, please refer to "section IV profit distribution policies and implementation of the company" in this plan.
9. After the issuance, the undistributed profits accumulated before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
10. After the issuance of shares to specific objects is completed, with the funds raised in place, the total share capital and net assets of the company will increase accordingly. As the use and implementation of investment projects with raised funds take a certain time, there is a risk that indicators such as earnings per share will be diluted in the short term. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of the issue to specific objects on the dilution of immediate return, and formulated specific measures to fill the diluted immediate return. For details, please refer to Shenzhen United Winners Laser Co.Ltd(688518) the announcement on diluting the immediate return, filling measures and commitments of relevant subjects by issuing A-Shares to specific objects in 2022. Investors are hereby reminded to pay attention to the risk of diluting shareholders' immediate return in this offering. Although the company has formulated measures to fill in the return in response to the risk of diluting the immediate return, the measures to fill in the return 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
The company declares that 1. Tips on major issues 2 catalog 5 interpretation Section 1 Summary of this issuance of shares to specific objects eight
1、 Basic information of the issuer eight
2、 Background and purpose of this issuance of shares to specific objects eight
3、 Summary of the stock issuance scheme to specific objects twelve
4、 Whether the issuance of shares to specific objects constitutes a connected transaction fifteen
5、 Whether the issuance of shares to specific objects leads to changes in the company's control fifteen
6、 The approval of this offering and the procedures to be submitted for approval sixteen
Section II feasibility analysis of the board of directors on the use of the raised funds seventeen
1、 The use plan of the raised funds seventeen
2、 Necessity and feasibility analysis of the project invested by the raised funds seventeen
3、 The investment of the raised funds belongs to the field of scientific and technological innovation thirty-one
4、 The impact of this issuance on the operation, management and financial status of the company thirty-one
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 32 I. Changes in the company's business and assets, articles of association, shareholder structure, senior management structure and business structure after the issuance
Chemical situation thirty-two
2、 Changes in the company's financial position, profitability and cash flow after the issuance thirty-three
3、 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 thirty-three
4、 After the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or
The company provides guarantee for the controlling shareholder and its affiliates thirty-four
5、 The impact of this issuance on the company's liabilities thirty-four
6、 Description of risks related to this stock issuance thirty-four
Section IV profit distribution policy and implementation of the company thirty-eight
1、 The company's profit distribution policy thirty-eight
2、 Cash dividend distribution of the company in recent three years forty
3、 The company's shareholder dividend return plan for the next three years (20222024) forty
4、 Use arrangement of undistributed profits of the company in recent three years 43 Section V on the diluted immediate return of the shares issued to specific objects and the filling measures taken by the company and the commitments of relevant subjects 44
1、 The impact of this issuance on the company's main financial indicators forty-four
2、 Risk tips for diluting the immediate return of this offering forty-six
3、 The necessity and rationality of this offering forty-six
4、 The relationship between the project invested by the raised funds and the company's existing business, and the company's personnel, technology
Market and other reserves forty-six
5、 Measures taken by the company to dilute the immediate return of this offering forty-eight
6、 Directors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company
Commitment to complementary return measures forty-nine
Buddhism
