Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) bond Code: 128111 securities abbreviation: China Mining convertible bond Sinomine Resource Group Co.Ltd(002738)
Sinomine Resource Group Co., Ltd. 2022 non-public offering plan
May, 2002
Company statement
1. The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
2. After the completion of this non-public offering of 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 shares shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on the non-public offering of shares. Any statement to the contrary is untrue.
4. If investors have any questions, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
5. 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 this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan have yet to be approved or approved by the general meeting of shareholders and relevant examination and approval authorities.
hot tip
1. The non-public offering plan and related matters have been deliberated and adopted at the 22nd Meeting of the 5th board of directors of the company. According to the provisions of relevant laws and regulations, the issuance plan still needs to be approved by the general meeting of shareholders of the company and the CSRC.
2. The objects of this issuance are securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with the provisions of the CSRC, with a total of no more than 35 specific investors. If a securities investment fund management company subscribes to two or more funds under its management, it shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
3. The pricing benchmark date of this issuance is the first day of the issuance period. The issuing price of this offering shall not be 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). If the stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments. If the national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of non-public offering of shares, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
The final issue price will be determined by the board of directors of the company and the sponsor (lead underwriter) in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents and according to the subscription quotation of the issuing object after obtaining the approval of the CSRC on the non-public offering of shares.
If the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this issuance will be adjusted accordingly.
4. The number of shares in this non-public offering is determined by dividing the total amount of raised funds by the issue price of this non-public offering, and does not exceed 97699242 shares (including this number). The total share capital of the company before the issuance is 325664142 shares, and the upper limit of the number of shares in this non-public offering does not exceed 30% of the total share capital of the company before this issuance. Within the scope of the above issuance quantity, the board of directors of the company is authorized by the general meeting of shareholders to negotiate with the sponsor (lead underwriter) of this issuance to determine the final issuance quantity according to the market conditions.
If the company’s shares have ex rights matters such as share distribution and conversion of capital reserve into share capital between the announcement date of the resolution of the board of directors and the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
5. After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. The issuing object shall handle the relevant stock locking matters for the non-public offering shares subscribed by it in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities. 6. The total amount of funds raised in this non-public offering of shares shall not exceed 300 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised is planned to be invested in the following items:
Unit: 10000 yuan
No. project name total investment proposed to use raised funds
1 Chunpeng lithium project with an annual output of 35000 tons of high-purity lithium salt 100 China High-Speed Railway Technology Co.Ltd(000008) 100000
2. 2 million T / a construction project of bikita lithium mine in Zimbabwe 127338009800000
3. 1.2 million T / a reconstruction and expansion project of bikita lithium mine in Zimbabwe 36421003292000
4. Supplementary working capital 8808 Weichai Heavy Machinery Co.Ltd(000880) 8000
Total 351839 Jinzai Food Group Co.Ltd(003000) 0000
After the funds raised from this non-public offering are in place, the company will invest the raised funds into the above projects according to the actual needs and priorities of the project. The part of the total investment amount of the project higher than the use amount of the raised funds shall be raised by the company itself.
If the actual net amount of raised funds after deducting the issuance expenses is lower than the total amount of raised funds to be invested, the insufficient part shall be raised by the company itself.
7. After the completion of this non-public offering, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company shall share the undistributed profits accumulated before this offering.
8. According to the requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association clearly stipulates the company’s profit distribution policy. For details about the company’s profit distribution policy, cash dividends in the last three years and dividend planning in the next three years, see “section IV profit distribution policy and implementation of the company” in this plan.
9. The completion of this non-public offering will not lead to changes in the company’s control, nor will it lead to the company’s equity distribution not meeting the listing conditions.
10. For the analysis of diluted immediate return of this non-public offering and the specific contents of the measures to fill in the return, please refer to “section V description of diluted immediate return of this non-public offering and the measures to fill in the return” of this plan. The hypothetical analysis of the company’s earnings per share after the issuance in this plan does not constitute a commitment or guarantee for the company’s performance. The company’s formulation of measures to fill the return does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Investors should pay attention to investment risks.
11. The board of directors specially reminds investors to carefully read the relevant contents of “section III VI. risks related to this issuance” of the plan and pay attention to investment risks.
catalogue
The company declares that one
Special tips two
catalogue five
interpretation…… eight
Section 1 Summary of the non-public offering plan nine
1、 Basic information of the company nine
2、 Background and purpose of this non-public offering ten
3、 Issuing object and its relationship with the company fourteen
4、 Summary of the non-public offering plan fifteen
5、 Whether this issuance constitutes a connected transaction eighteen
6、 Does this issuance lead to changes in the company’s control 18 VII. The issuance plan has been approved by relevant competent departments and the approval procedures still need to be submitted eighteen
Section II feasibility analysis of the board of directors on the use of the raised funds twenty
1、 The use plan of the funds raised in this non-public offering twenty
2、 Feasibility analysis of the raised funds twenty
3、 Basic information of the project invested by the raised funds twenty-two
4、 The impact of this non-public offering on the company’s operation, management and financial situation twenty-eight
5、 Feasibility conclusion of the project invested with raised funds twenty-nine
Section III discussion and analysis of the board of directors on the impact of this issuance on the company 30 I. Changes in the company’s business and assets, articles of association, shareholder structure, senior management structure and business structure
Situation thirty
2、 The impact of this issuance on the company’s financial position, profitability and cash flow 31 III. business relationship, management relationship, related party transactions and the same between the company and its controlling shareholders and their affiliates
Industry competition and other changes IV. after the issuance, 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 V. whether the debt structure of the company is reasonable and whether there is a significant increase in liabilities (including or
(with liabilities), whether there is a situation that the proportion of liabilities is too low and the financial cost is unreasonable thirty-two
6、 Risks associated with this offering thirty-two
Section IV Implementation of the company’s profit distribution policy thirty-seven
1、 The company’s profit distribution policy thirty-seven
2、 Profit distribution and use of undistributed profits of the company in recent three years forty
3、 The company’s shareholder return plan for the next three years (20222024) forty-one
Section V description of diluted immediate return and filling measures of this non-public offering of shares forty-five
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators forty-five
2、 Tips on the risk of diluting the immediate return of this non-public offering forty-seven
3、 The necessity and rationality of the funds raised in this offering forty-seven
4、 The company’s reserves in personnel, technology and market forty-seven
5、 Measures taken by the company to dilute the immediate return of this non-public offering of shares forty-eight
6、 The controlling shareholder, actual controller, all directors and senior managers of the company
Report the commitment that the measures can be effectively implemented forty-nine
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings:
Abbreviation meaning
Issuer, company, Sinomine Resource Group Co.Ltd(002738) refers to Sinomine Resource Group Co.Ltd(002738)
Chunpeng lithium industry refers to Jiangxi Chunpeng Lithium Industry Co., Ltd., a wholly-owned subsidiary of the company
Bikita refers to bikita minerals (private) Ltd, a wholly-owned subsidiary of the company
Controlling shareholder / China color mining refers to China color Mining Group Co., Ltd
Actual controllers refer to seven natural persons, including Liu Xinguo, Wang Pingwei, Chen Haizhou, Wu Zhihua, Wang Fangmiao, Wei Yunfeng and Ou Xuegang
This issuance and this non-public offering refer to the non-public offering of no more than 97699242 ordinary shares (including this number) by China Mining Resources Group Co., Ltd
This plan refers to the advance plan for non-public offering of shares in Sinomine Resource Group Co.Ltd(002738) 2022
