Securities code: East China Engineering Science And Technology Co.Ltd(002140) securities abbreviation: East China Engineering Science And Technology Co.Ltd(002140) Announcement No.: 2022044 East China Engineering Science And Technology Co.Ltd(002140)
Announcement on adjusting the company's non-public offering of a shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
East China Engineering Science And Technology Co.Ltd(002140) (hereinafter referred to as "the company") issues A-Shares to specific objects, which have been deliberated and approved at the eighth meeting of the seventh board of directors held on June 8, 2021 and the second extraordinary general meeting of shareholders held on July 30, 2021.
In accordance with the provisions of relevant laws, regulations and normative documents and relevant regulatory requirements, and in combination with the actual situation of the company, on May 20, 2022, the company held the 22nd Meeting of the 7th board of directors and the 16th meeting of the 7th board of supervisors, deliberated and adopted relevant proposals such as the plan on adjusting the company's non-public offering of a shares. The specific adjustment of this issuance plan is as follows:
1. Issuing object and subscription method
Before adjustment:
"The issuing objects of this non-public offering of shares are the controlling shareholder of the third Design Institute of Chemical Industry Co., Ltd. (hereinafter referred to as" the third Institute of chemical industry ") and the strategic investor Shaanxi Coal Industry Company Limited(601225) Chemical Group Co., Ltd. (hereinafter referred to as" Shaanxi coal group "), with a total of two specific objects, which comply with the provisions of no more than 35 issuing objects stipulated by the securities regulatory authorities such as the China Securities Regulatory Commission. The controlling shareholder of the company, the third Institute of chemical engineering, participated in the subscription of this issuance in cash, and the amount of shares to be subscribed is RMB 9308466167; Shaanxi Coal Group participates in the subscription of this issuance in cash, and the amount of shares to be subscribed is RMB 83776196641. "
After adjustment:
"The issuing objects of this non-public offering of shares are the third Institute of controlling shareholders and the strategic investor Shaanxi coal group, with a total of two specific objects, which meets the provisions of no more than 35 issuing objects stipulated by the securities regulatory authorities such as the China Securities Regulatory Commission. The third Institute of controlling shareholders of the company participates in the subscription of this offering in cash, and the amount of shares to be subscribed is 9306417767 yuan; Shaanxi Coal Group participates in this offering in cash The amount of shares to be subscribed by the bank is RMB 83757761041.
If the 2021 annual general meeting of shareholders of the company deliberates and approves the 2021 annual profit distribution plan, resulting in the change of the issuance price, the amount of shares to be subscribed by the third chemical research institute is RMB 9061081622, and the amount of shares to be subscribed by Shaanxi coal group is RMB 81549735706. "
2. Pricing base date, issue price and pricing principle
Before adjustment:
"... if the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
If the CSRC makes policy adjustments to the issue price between the pricing benchmark date and the issue date, the issue price of this non-public offering will be adjusted accordingly. "
After adjustment:
"... if the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
At the 20th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors held on April 26, 2022, the company deliberated and approved the profit distribution plan for 2021. Based on the total share capital of the company 545191440 shares on the date when the board of directors deliberated the profit distribution plan, the company plans to distribute cash dividends of 1.5 yuan (including tax) for every 10 shares, without bonus shares and capital reserve, The proposal is yet to be considered at the 2021 annual general meeting of shareholders of the company. If the above profit distribution plan is approved by the 2021 annual general meeting of shareholders, the price of this non-public offering will be adjusted from 5.69 yuan / share to 5.54 yuan / share after the implementation of the profit distribution plan.
If the CSRC makes policy adjustments to the issue price between the pricing benchmark date and the issue date, the issue price of this non-public offering will be adjusted accordingly. "
3. Issue quantity
Before adjustment:
"The number of shares in this non-public offering is calculated according to the total amount of funds raised in this offering divided by the issue price. At the same time, the number of shares issued shall not exceed 30% of the total share capital of the listed company before this offering, and shall be subject to the approval document of the CSRC on this non-public offering. As of the date of the eighth meeting of the seventh board of directors, the total share capital of the listed company was 545311440 shares. According to this calculation, the number of shares in this non-public offering Not more than 163593432 shares (including this number). Among them, the number of shares to be subscribed by the third Institute of chemical industry, the controlling shareholder, is 16359343, and the number of shares to be subscribed by the strategic investor Shaanxi coal group is 147234089. "
After adjustment:
"The number of shares in this non-public offering is calculated according to the total amount of funds raised in this offering divided by the issue price. At the same time, the number of shares issued shall not exceed 30% of the total share capital of the listed company before this offering, and shall be subject to the approval document of the CSRC on this non-public offering. As of the date of the 22nd Meeting of the seventh board of directors, the total share capital of the listed company was 545191440 shares. According to this calculation, the number of shares in this non-public offering The number of shares shall not exceed 163557432 (including this number). Among them, the number of shares to be subscribed by the third Institute of chemical industry, the controlling shareholder, is 16355743, and the number of shares to be subscribed by the strategic investor Shaanxi coal group is 147201689. "
4. Purpose of raised funds
Before adjustment:
"The total amount of funds raised in this non-public offering is 93084662808 yuan. The net amount of funds raised after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name planned total investment amount proposed to be invested in raised funds
1. 24112381300000 project of phase II sewage treatment plant in Dongzhi Economic Development Zone
2 Wuhu jade EPC project 192 Shenzhen China Bicycle Company (Holdings) Limited(000017) 00000
3. Repayment of bank loans and supplementary working capital 63084666308466
Total 106397049308466
”
After adjustment:
"The total amount of funds raised in this non-public offering is 93064178808 yuan. The net amount of funds raised after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name planned total investment amount proposed to be invested in raised funds
1. 24112381300000 project of phase II sewage treatment plant in Dongzhi Economic Development Zone
2 Wuhu jade EPC project 192 Shenzhen China Bicycle Company (Holdings) Limited(000017) 00000
3. Repayment of bank loans and replenishment of working capital 6306418
Total 106376569306418
At the 20th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors held on April 26, 2022, the company deliberated and approved the profit distribution plan for 2021. Based on the total share capital of the company 545191440 shares on the date when the board of directors deliberated the profit distribution plan, the company plans to distribute cash dividends of 1.5 yuan (including tax) for every 10 shares, without bonus shares and capital reserve, The proposal is yet to be considered at the 2021 annual general meeting of shareholders of the company.
If the above profit distribution plan is considered and approved by the 2021 annual general meeting of shareholders, resulting in a change in the price of this non-public offering, that is, from 5.69 yuan / share to 5.54 yuan / share, the total amount of raised funds will be reduced from 93064178808 yuan to 90610817328 yuan. If the total amount of raised funds decreases, the amount of raised funds to be invested in repaying bank loans and supplementing working capital in the purpose of this raised funds will be reduced simultaneously, and the amount of raised funds to be invested in other raised investment projects will remain unchanged. "
According to the authorization of the company's second extraordinary general meeting in 2021, the adjustment of the non-public offering of A-Shares does not need to be submitted to the general meeting for deliberation.
It is hereby announced.
East China Engineering Science And Technology Co.Ltd(002140) board of directors may 23, 2022
