Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Shenzhen Clou Electronics Co.Ltd(002121)
(425, building 1, high tech park, guangqiao Road, Tianliao community, Yutang street, Guangming District, Shenzhen)
Plan for non-public offering of A-Shares in 2022
May, 2002
Issuer statement
1. 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 its authenticity, accuracy and integrity.
2. Preparation of information disclosure of non-public companies in accordance with the requirements of the plan for the development of shares and the implementation rules of non-public companies in 2020 (No. 25 revision of the plan for the development of shares of non-public companies and the implementation rules of the bank).
3. 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 investment risk caused by this non-public offering of A-Shares shall be borne by the investors themselves. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions. 4. This plan for non-public offering of A-Shares is the explanation of the board of directors of the company on this non-public offering of a shares. Any statement to the contrary is untrue.
5. The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to this 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 considered and approved by the general meeting of shareholders and the approval or approval of relevant examination and approval authorities.
Important tips
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The matters related to the non-public offering of A-Shares were deliberated and adopted at the 16th (Interim) meeting of the eighth board of directors of the company on May 23, 2022. According to the provisions of relevant laws and regulations, the non-public offering still needs to be approved by the state-owned assets supervision and administration authority and the general meeting of shareholders of the company, Implement the business concentration declaration and obtain the decision or consent document issued by the competent anti-monopoly Department on the non implementation of further examination or non prohibition of the anti-monopoly examination of business concentration, as well as the approval of the CSRC.
2. The object of this non-public offering is Midea Group Co.Ltd(000333) Midea Group Co.Ltd(000333) will subscribe all the shares of the company’s non-public offering in cash, and Midea Group Co.Ltd(000333) has signed the conditional effective share subscription agreement with the company. The non-public offering constitutes a connected transaction, and the independent directors have issued their prior approval opinions and independent opinions. The board of directors of the company does not involve the avoidance of voting by the connected directors when considering the proposals related to the non-public offering of shares. When the general meeting of shareholders of the company considers matters related to the non-public offering of shares, the related shareholders will avoid voting (if any).
3. The pricing benchmark date of this non-public offering is the announcement date of the resolutions of the board of directors related to this non-public offering. The issuing price of the non-public offering is 3.28 yuan / share, which 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 (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date).
During the period from the pricing benchmark date of this non-public offering to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue price of this non-public offering will also be adjusted accordingly.
4. The number of A-Shares in this non-public offering is the total amount of raised funds divided by the issue price of this non-public offering, and does not exceed 30% of the total share capital of the company before this offering, that is, it does not exceed 422504744 shares (including this number). The minimum number of shares in this non-public offering is 394337761 shares (including this number). If the China Securities Regulatory Commission or the stock exchange adjusts the total amount of funds raised in this offering before the company’s non-public offering, the lower limit of the number of shares in this non-public offering will be adjusted accordingly. The specific number of shares to be issued shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor and underwriter of this issuance on the premise of meeting relevant laws and regulations. The final number of shares issued shall be subject to the number approved by the CSRC.
If the company has ex rights and ex interests matters such as dividend distribution, share distribution and capital reserve converted into share capital from the pricing base date to the issuance date, the issuance quantity of this non-public offering will be adjusted accordingly, and the adjusted issuance quantity will be rounded off by rounding off the decimal point at the end.
5. The total amount of funds to be raised by the company in this non-public offering of A-Shares shall not exceed 1385815600 yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to repay interest bearing liabilities.
If the time when the funds raised in this offering are in place is inconsistent with the progress of the company’s actual repayment of corresponding bank loans and other interest bearing liabilities, the company will repay them with its own funds first and replace them after the funds raised in this offering are in place.
6. After the completion of this non-public offering, the shares subscribed by the subscribers shall not be transferred within 18 months from the date of the completion of this offering. If the aforesaid arrangement of the restricted sale period is inconsistent with the latest regulatory opinions or requirements of the securities regulatory authority, it will be adjusted accordingly according to the regulatory opinions or requirements of the relevant securities regulatory authority.
After the end of this offering, the shares increased due to the company’s share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the end of the restricted sale period of the above shares, it is also required to comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
7. Before this offering, the controlling shareholder and actual controller of the company were Shenzhen capital group. Upon the completion of this offering, Midea Group Co.Ltd(000333) will become the controlling shareholder of the company, and the actual controller of the company will be changed to Mr. He Xiangjian. On May 23, 2022, Midea Group Co.Ltd(000333) signed the voting right entrustment agreement with Shenzhen capital group and the share subscription agreement with the company. Shenzhen Capital Group plans to entrust the voting rights corresponding to its 126047248 shares of the company (accounting for 8.95% of the total share capital of the company on the signing date of the agreement) to Midea Group Co.Ltd(000333) ; The company plans to issue A-Shares to Midea Group Co.Ltd(000333) in a non-public manner. The number of shares to be issued is the total amount of raised funds divided by the issuing price of the non-public offering, and does not exceed 30% of the total share capital of the company before the offering, that is, it does not exceed 422504744 shares (including the number). The minimum number of shares to be issued this time is 394337761 shares (including the number).
Calculated according to the upper limit of the issuance, upon the completion of this issuance, Midea Group Co.Ltd(000333) will hold 29.96% of the shares and voting rights of the listed company and become the controlling shareholder of the listed company.
In addition to the above agreements, on May 23, 2022, Midea Group Co.Ltd(000333) and Shenzhen Capital Group signed the share transfer agreement and the share transfer option agreement. Shenzhen Capital Group plans to transfer its 126047248 shares of the company (accounting for 8.95% of the total share capital of the company on the date of signing the agreement) to Midea Group Co.Ltd(000333) , The voting rights corresponding to the subject shares before the transfer will be entrusted to Midea Group Co.Ltd(000333) ; Within 10 working days from the date when the company’s shares issued this time are registered in the name of Midea Group Co.Ltd(000333) Shenzhen Capital Group has the right to continue to transfer part of the company’s shares held by Midea Group Co.Ltd(000333) at the price of 6.64 yuan / share (no more than 6.05% of the total share capital of Shenzhen Clou Electronics Co.Ltd(002121) on the date of signing the agreement, and make the shareholding proportion of Midea Group Co.Ltd(000333) no more than 29.96% of the total share capital of Shenzhen Clou Electronics Co.Ltd(002121) when the transfer is completed).
8. In accordance with the requirements of the company law, the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (revised in 2022) and the guidelines for the articles of association of listed companies (revised in 2022), the company formulated the shareholder return plan for the next three years (20202022) in 2020 and is expected to formulate the next three-year plan in 2023. See “section VI dividend distribution policy and dividend distribution of the company” in this plan for the specific contents of relevant profit distribution policies. The accumulated undistributed profits of the company before the completion of the non-public offering of A-Shares will be shared by the new and old shareholders after the completion of the non-public offering.
9. After the completion of this non-public offering, the basic earnings per share and diluted earnings per share attributable to the shareholders of the parent company and the basic earnings per share and diluted earnings per share attributable to the shareholders of the parent company after deducting non recurring profits and losses may decline to a certain extent. The company has analyzed whether to dilute the immediate return of this offering. For details, see “Section VII filling measures for diluting the immediate return of this offering” in this plan. However, the filling measures formulated do not guarantee the future profits of the company, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors. 10. For the risk factors of this non-public offering, please refer to “VI. risk description related to this stock offering” in “section V discussion and analysis of the board of directors on the impact of this offering on the company”.
catalogue
The issuer declares that 1 important note 2 catalog 5 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering ten
3、 Issuing object and its relationship with the company thirteen
4、 The non-public offering plan fourteen
5、 Whether the related party transaction constitutes this issuance sixteen
6、 Does this issuance lead to changes in the company’s control seventeen
7、 Does this issuance result in the company’s equity distribution not meeting the listing conditions seventeen
8、 The issuance plan has been approved by relevant competent authorities Section 2 basic information of the issuing object nineteen
1、 Basic information nineteen
2、 Ownership structure and control relationship nineteen
3、 Main business situation twenty
4、 Brief financial data for the last year V. the issuer and its directors, supervisors and senior managers have received administrative punishment and criminal punishment in the past five years
Punishment or major civil litigation or arbitration related to economic disputes twenty-one
6、 Horizontal competition and related party transactions after the completion of this offering 21 VII. Relationship between the issuing object, its controlling shareholder, actual controller and the company 24 months before the disclosure of this plan
Major transactions in twenty-two
8、 Sources of funds for this subscription Section III summary of the conditional share subscription contract twenty-three
1、 Contract subject twenty-three
2、 Subscription method twenty-three
3、 Number of shares subscribed twenty-three
4、 Subscription price twenty-three
5、 Restricted period for subscription shares twenty-four
6、 Conditions for entry into force of the agreement twenty-four
7、 Liability for breach of contract Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-six
1、 The use plan of the funds raised by this non-public offering of shares twenty-six
2、 Analysis on the feasibility of the use of the raised funds by the board of Directors twenty-six
3、 The impact of this non-public offering on the company’s operating and financial conditions Section V discussion and analysis of the board of directors on the impact of this issuance on the company 30 I. business and assets of listed companies, articles of association, shareholder structure, senior management structure
Changes in business income structure thirty
2、 Changes in the financial status, profitability and cash flow of listed companies after this issuance III. business relationship, management relationship and related party transactions between the listed company and its controlling shareholders and their related parties
And horizontal competition IV. after the completion of this offering, does the listed company have any capital, assets, controlled shareholders and their affiliates
Occupation, or guarantee provided by the listed company for the controlling shareholder and its affiliates V. whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost thirty-two
6、 Description of risks related to this stock issuance Section VI dividend distribution policy and dividend distribution of the company thirty-six
1、 The company’s dividend distribution policy thirty-six
2、 Profit distribution of the company in the last three years thirty-nine
3、 The company’s shareholder return plan for the next three years Section 7 filling measures for diluted immediate return of this offering forty-three
1、 The potential impact of this non-public offering on the company’s main financial indicators in the year of issuance forty-three
2、 The risk of diluting the immediate return of this non-public offering of shares forty-five
3、 The necessity and rationality of this financing 45 IV. The relationship between the project invested with raised funds and the company’s existing business, and the company’s personnel engaged in the project invested with raised funds
Technical and market reserves forty-five
5、 Measures taken by the company to dilute the immediate return of this non-public offering of shares 45 VI. relevant entities’ opinions on taking filling measures to dilute the immediate return of A-Shares in this non-public offering
promise…… forty-seven
7、 Procedures for consideration of filling measures and commitments for diluted immediate return of this offering forty-eight
