Securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities code: 688357 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
(industrial cluster area, Yanshi City, Henan Province (Junmin Road, industrial zone))
Plan for issuing A-Shares to specific objects through summary procedures in 2021
(Revised Version)
January 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 in a simple procedure, 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 the issuance of shares to specific objects through summary procedures.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects through summary procedures. 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, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects by summary procedures. The effectiveness and completion of the matters related to the issuance of shares to specific objects by summary procedures described in this plan are subject to the deliberation and approval of the general meeting of shareholders of the company and the approval and registration of the relevant examination and approval authority.
Tips on major events
The words or abbreviations mentioned in this part have the same meanings as those defined in the “interpretation” of this plan.
1. The stock issuance plan to specific objects has been deliberated and adopted at the 39th meeting of the second board of directors, the 2020 annual general meeting of shareholders and the 7th Meeting of the third board of directors of the company. It can only be implemented after it is reviewed and approved by Shanghai Stock Exchange and made a registration decision by CSRC.
2. The objects of this offering are bocom Schroeder Fund Management Co., Ltd., Wuhan huashijinhong private equity investment fund partnership (limited partnership), Li Jianfeng, China Europe Fund Management Co., Ltd., Chen yongyang and Fuguo Fund Management Co., Ltd. All issuers subscribe for the shares issued this time in RMB cash.
3. According to the results of this competitive offering, the total amount of funds raised in this offering is 193999926.12 yuan, no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year; The net amount of raised funds after deducting relevant issuance expenses will be used for the following items:
Unit: 10000 yuan
Project name total investment amount of raised funds
Adsorption material industrial park reconstruction and expansion project 26744.61 19399.99 (phase I)
Before the funds raised in this offering are in place, the company will invest in advance with self raised funds according to the actual situation of the implementation progress of the investment projects with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place. If the net amount of the actual raised funds is less than the planned investment amount of the above-mentioned raised funds, the company will appropriately adjust the investment amount of the above-mentioned projects according to the actual net amount of the raised funds and the priorities of the investment projects of the raised funds in accordance with the procedures specified in relevant laws and regulations, and the insufficient part of the raised funds shall be solved by the company with its own funds.
4. The pricing benchmark date of this issuance is the first day of the issuance period of the company’s shares (i.e. January 7, 2022), The issue price shall not be less than 80% of the average trading price of the company’s shares on the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares on the 20 trading days before the pricing benchmark date = the total stock trading volume on the 20 trading days before the pricing benchmark date / the total stock trading volume on the 20 trading days before the pricing benchmark date).
According to the subscription quotation of investors and in strict accordance with the procedures and rules for determining the issuance price, issuance object and number of allocated shares in the subscription invitation, the issuance price is determined to be 157.08 yuan / share.
If the company issues ex rights and ex interests such as cash dividend, share bonus or capital reserve converted into share capital between the pricing benchmark date and the issuance date, the issuance price of this issuance shall be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange. The adjustment publicity is as follows
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where P0 is the issue reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and the issue reserve price after adjustment is P1.
5. According to the bidding results of this issuance, the number of shares issued this time is 1235039, which does not exceed the upper limit specified in the resolution of the issuer’s 2020 annual general meeting of shareholders; As of the date of announcement of this plan, the total share capital of the company is 57993846 shares. Based on this calculation, the number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance. During the period from the pricing benchmark date to the issue date, if the company changes its total share capital before the issue due to share distribution, conversion of capital reserve into share capital, restricted stock registration or other reasons, the upper limit of the number of shares issued to specific objects 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 shall be adjusted accordingly.
6. The shares issued to specific objects through summary procedures shall not be transferred within six months from the date of completion of this issuance. After the end of this offering, the company’s shares increased due to the company’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The transfer after the expiration of the sales restriction period shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
7. The company actively implemented the requirements of the notice on further implementation of 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) (CSRC announcement [2022] No. 3) and combined with the actual situation of the company, The shareholder return plan for the next three years (2021-2023) has been formulated. For details of profit distribution and cash dividend policy, see “section V profit distribution policy and related information of the company” in this plan.
8. After the issuance, the accumulated undistributed profits before the issuance will be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
9. 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) 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) and other relevant documents, the company issued shares for the first time Where a listed company dilutes the immediate return through refinancing or merger and reorganization, it shall promise and fulfill the specific measures to fill the return. The company has carefully analyzed the impact of this issuance on the dilution of immediate return and promised to take corresponding filling measures. For details, please refer to “section VI analysis of diluted immediate return of this issuance of shares to specific objects by simple procedures” of this plan.
The measures to fill in the return formulated by the company do not guarantee the company’s future profits. Investors should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company shall not be liable for compensation. Draw the attention of investors.
10. The company’s issuance of shares to specific objects through simple procedures complies with the relevant provisions of laws and regulations such as the company law, the securities law, the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange. The issuance of shares to specific objects through simple procedures does not constitute a major asset reorganization, It will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the company’s equity distribution not meeting the listing conditions.
catalogue
The company declares that 2. Tips on major issues 3 catalog 6 interpretation Section 1 Summary of the plan for issuing shares to specific objects through summary procedures eleven
1、 Basic information of the company eleven
2、 Background and purpose of this offering eleven
3、 Issuing object and its relationship with the company fifteen
4、 Summary of this offering plan fifteen
5、 Whether this issuance constitutes a connected transaction seventeen
6、 Does this issuance lead to changes in the company’s control eighteen
7、 The approval of this issuance plan and the procedures to be submitted for approval Section II summary of conditional share subscription agreement nineteen
1、 Contract subject, signing time nineteen
2、 Subscription method, subscription quantity and price, payment method, sales restriction period nineteen
3、 Liability for breach of contract twenty-one
4、 Conditions and time of effectiveness of the agreement Section III feasibility analysis of the board of directors on the use of the raised funds twenty-three
1、 The use plan of the raised funds twenty-three
2、 Feasibility and necessity analysis of the project invested by the raised funds twenty-three
3、 The impact of this issuance on the company’s operation, management and financial situation thirty-nine
4、 Description of the main business in the field of investment and scientific and technological innovation of the raised funds Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 41 I. business and assets of the company, articles of association, shareholder structure, senior management structure
Changes in business structure forty-one
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 42 III. business relationship and management relationship between the company and its controlling shareholders and their affiliates after the issuance
Changes in relationship and horizontal competition forty-three
4、 After this offering, the listed company has no capital and assets occupied by the controlling shareholders and their affiliates
Situation, or the company provides guarantee for the controlling shareholder and its affiliates V. whether the debt structure of the listed company is reasonable and whether there is a significant increase in liabilities through this issuance
(including contingent liabilities), whether the proportion of liabilities is too low and the financial cost is unreasonable
Situation forty-four
6、 Risk description related to this issuance Section V profit distribution policy and relevant information of the company forty-seven
1、 The company’s dividend distribution policy forty-seven
2、 Profit distribution of the company in the last three years fifty
3、 The company’s shareholder dividend return plan for the next three years (2021-2023) fifty-one
Section VI analysis of diluted immediate return of shares issued to specific objects through summary procedures 56 I. impact on the company’s main financial indicators by issuing diluted immediate returns to specific objects through summary procedures
influence…… fifty-six
2、 Risk tips on diluted immediate return of this offering fifty-eight
3、 Necessity and rationality of this offering 59 IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company is engaged in the project invested by the raised funds
Reserves in terms of personnel, technology and market sixty
5、 Measures taken by the company to dilute the immediate return of this offering Vi. directors, senior managers, controlling shareholders and actual controllers of the company
Report on the commitment that the measures can be effectively implemented sixty-two
interpretation
In this plan, unless the context otherwise requires, the following words or abbreviations have the following meanings: company, the company, listed company, refers to Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
A share refers to ordinary shares listed on Shanghai stock exchange with a par value of RMB 1.00 per share
This time, a summary procedure is applied to the specific
Issuance of shares to specific objects / this time refers briefly to the issuance of A-Shares to specific objects by simple procedures in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021
This issue
This plan refers to Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) the plan for issuing A-Shares to specific objects in 2021 through simple procedures
Pricing base date refers to the base date for calculating the issue reserve price
Board of directors means the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors
Board of supervisors means the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of supervisors
General meeting means Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) general meeting of shareholders
Articles of association means the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of association
Company Law refers to the company law of the people’s Republic of China
