Stock Code: Shanying International Holdings Co.Ltd(600567) stock abbreviation: Shanying International Holdings Co.Ltd(600567) bond Code: 110047 bond abbreviation: Shanying convertible bond Code: 110063 bond abbreviation: ying19 convertible bond Shanying International Holdings Co.Ltd(600567)
SHANYINGINTERNATIONALHOLDINGSCO., Ltd. (No. 3, Qinjian Road, Maanshan City, Anhui Province)
Plan for non-public offering of A-Shares in 2022
(Revised Version)
May, 2002
Company statement
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.
After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company's operation and income; The investors are responsible for the risks arising from the non-public investment of a shares.
This plan is the explanation of the board of directors of the company on the non-public offering of a shares. 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 or approval of the examination and approval authority on the matters related to the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-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 of A-Shares has been deliberated and adopted at the 17th meeting of the 8th board of directors and the 18th meeting of the 8th board of directors. According to the provisions of relevant laws and regulations, this non-public offering of shares needs to be reviewed and approved by the general meeting of shareholders of the company and then reported to the CSRC for approval.
2. The object of this non-public offering is Zhejiang Taixin Industry Co., Ltd. (hereinafter referred to as "Taixin industry"). Taixin industry has signed a conditional share subscription contract and supplementary agreement with the company and subscribed in cash. Taixin industry is a wholly-owned subsidiary of Taisheng industry, the controlling shareholder of the issuer. Therefore, the issuing object forms a connected relationship with the company, and this non-public offering constitutes a connected transaction.
3. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 17th meeting of the eighth board of directors (May 9, 2022), and the issue price is 2.36 yuan / share, Not less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date ÷ total trading volume of A-Shares 20 trading days before the pricing benchmark date).
During the period from the pricing benchmark date to the issuance date, if the company's share price is adjusted due to ex rights and ex interests, the issuance price of this non-public offering will be adjusted accordingly.
If the pricing method of the China Securities Regulatory Commission on non-public offering is modified before this offering, the board of directors may, with the authorization of the general meeting of shareholders, adjust the price of this non-public offering in accordance with the relevant provisions of laws and regulations.
4. The number of shares issued in this non-public offering is 847457627, accounting for 18.36% of the total share capital of the company before the issuance, not more than 30%, which is in line with the relevant provisions of the CSRC. The number of shares in this non-public offering shall be subject to the number of shares finally approved by the CSRC.
If the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, or if the total share capital of the company changes before this issuance and the issuance price is adjusted due to other reasons, the number of shares issued this time will be adjusted accordingly.
5. The total amount of funds raised in this non-public offering is 2 million yuan, which will be used to supplement working capital after deducting the issuance expenses.
6. The shares subscribed by Taixin industry shall not be transferred within 36 months from the date of issuance. The shares obtained from the non-public offering by Taixin industry due to the company's distribution of stock dividends and the conversion of capital reserve shall also comply with the above arrangement of the sales restriction period. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
7. This non-public offering of shares does not constitute a major asset restructuring, will not lead to changes in the company's controlling shareholders and actual controllers, and will not lead to the company's equity distribution not meeting the listing conditions.
8. After the completion of this non-public offering, the new and old shareholders of the company shall jointly enjoy the accumulated undistributed profits of the company before this offering according to the proportion of shares of the company held by them after this offering.
9. 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 (zjf announcement [2013] No. 43) of the CSRC, the company's dividend distribution policy, the amount and proportion of cash dividends in the last three years, the use arrangement of undistributed profits, etc, See "section V profit distribution policy and implementation of the company" in this plan for details.
10. According to 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) In order to protect the interests of small and medium-sized investors, the company analyzed the impact of this offering on the dilution of immediate returns in accordance with the requirements of relevant laws and regulations such as the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to the dilution of immediate returns in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC, It also puts forward specific measures for filling and return, and the relevant subjects have made commitments to the effective implementation of the company's filling and return measures. For details, see the relevant contents of "section VI diluted immediate return and filling measures for this non-public offering" in this plan.
The company reminds investors to pay attention to the hypothetical analysis of the company's earnings per share in this plan, which does not constitute a profit forecast for the company. The company's formulation of filling return measures does not guarantee the company's future profits. Please pay attention to the investment risks.
11. The validity period of the resolution on the issuance of shares is 12 months from the date when the issuance plan is submitted to the general meeting of shareholders for deliberation and approval.
12. After the completion of this non-public offering, Taixin industry and its persons acting in concert held more than 30% of the shares of the company, resulting in its subscription for the shares issued by the company, triggering the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies.
According to Article 63 of the measures for the administration of the acquisition of listed companies, investors may be exempted from making offers "(III) With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in the shares in which he has interests in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, and the general meeting of shareholders of the company agrees that the investor is exempted from issuing an offer. Taixin industry has promised to subscribe for the shares of the non-public offering, It shall not be transferred in any form within 36 months from the closing date of this non-public offering. After the approval of the company's general meeting of shareholders and non affiliated shareholders, the offer can be exempted.
13. If the securities regulatory authorities such as China Securities Regulatory Commission have the latest provisions on the non-public offering of shares or the market conditions have changed, the general meeting of shareholders of the company authorizes the board of directors to make corresponding adjustments to the non-public offering of shares according to the latest policies and regulations or market conditions of the securities regulatory authorities, except for the matters that need to be re voted by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of the non-public offering plan seven
1、 Basic information of the company seven
2、 Background and purpose of this non-public offering seven
3、 Issuing object and its relationship with the company ten
4、 Summary of the non-public offering plan ten
5、 Does this issuance result in the distribution of shares not meeting the listing conditions thirteen
6、 Notes on exemption from tender offer thirteen
7、 The approval procedure for this issuance Section 2 basic information of the issuing object and summary of the conditional share subscription contract fourteen
1、 Basic information of issuing object fourteen
2、 Abstract of the conditional effective share subscription contract Section III feasibility analysis of the board of directors on the use of the raised funds twenty-one
1、 The use plan of the funds raised in this non-public offering twenty-one
2、 Necessity and feasibility analysis of the project invested by the raised funds Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 23 I. business, articles of association, shareholder structure, senior management structure and business income settlement of the listed company after the issuance
Changes in structure twenty-three
2、 Changes in the company's financial position, profitability and cash flow after the issuance 24 III. business relationship, management relationship, association relationship and horizontal competition between the company and its controlling shareholders and their affiliates
Changes 24 IV. 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 twenty-four
5、 The impact of this issuance on the company's liabilities twenty-five
6、 Risk description related to this issuance Section V profit distribution policy and implementation of the company twenty-seven
1、 The company's profit distribution policy twenty-seven
2、 Profit distribution and use of undistributed profits of the company in the last three years twenty-nine
3、 The company's shareholder return plan for the next three years (20212023) Section VI diluted spot and filling measures of this non-public offering thirty-four
1、 The impact of diluted immediate return on the company's main financial indicators thirty-four
2、 Special risk tips on the diluted immediate return of this non-public offering thirty-seven
3、 The company's filling measures for diluting the immediate return of this non-public offering 37 IV. commitments made by the company's directors and senior managers to the effective implementation of the company's filling return measures 39 v. commitments made by the company's controlling shareholders and actual controllers to the effective implementation of the company's filling return measures
...... forty
interpretation
Shanying International Holdings Co.Ltd(600567) , the company, the company, refers to Shanying International Holdings Co.Ltd(600567)
Listed companies and issuers
Taisheng industry refers to Fujian Taisheng Industry Co., Ltd
Taixin industry refers to Zhejiang Taixin Industry Co., Ltd
Putian Tianhong refers to Putian Tianhong Wood Products Co., Ltd
Huidong industry refers to Suzhou Huidong Industry Co., Ltd
The plan refers to the revised plan for non-public issuance of shares in this year
This offering and this non-public offering refer to the non-public offering of A-Shares in Shanying International Holdings Co.Ltd(600567) 2022
The pricing benchmark date refers to the announcement date of the resolution of the 17th meeting of Shanying International Holdings Co.Ltd(600567) the eighth board of directors, i.e. May 9, 2022
Share subscription agreement with conditional effect Shanying International Holdings Co.Ltd(600567) and Fujian Taisheng Industrial Co., Ltd
"Same" refers to the "share subscription contract for non-public development shares with conditional effect" signed by (on behalf of Zhejiang Taixin Industrial Co., Ltd.)
The supplementary agreement between Shanying International Holdings Co.Ltd(600567) and Fujian Taisheng Industrial Co., Ltd. on the conditional effective share subscription contract refers to the supplementary agreement on the conditional effective share subscription contract for non-public shares signed by Zhejiang Taixin Industrial Co., Ltd
The articles of association refers to the Shanying International Holdings Co.Ltd(600567) articles of association
General meeting of shareholders means the general meeting of Shanying International Holdings Co.Ltd(600567) shareholders
Board of directors means Shanying International Holdings Co.Ltd(600567) board of directors
Board of supervisors refers to Shanying International Holdings Co.Ltd(600567) board of supervisors
Trading day refers to Shanghai Stock Exchange
