Dianguang Explosion-Proof Technology Co.Ltd(002730)
Non public offering of shares
New share change report
And listing announcement
Sponsor (lead underwriter)
January 2002
Statement of all directors of the issuer
All directors of the company promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Signatures of all directors:
Shi Xiaoxia, Cao Hanjun, Shi Xiangcai
Ye Zhongsong, he Chengfeng, Shi Peng
Huang Lexiao, sun le and Wang Yukang
Dianguang Explosion-Proof Technology Co.Ltd(002730) mm / DD / yy
hot tip
1、 Number and price of shares issued
Number of shares issued: 39405880 shares
Issue price: 9.51 yuan / share
Total funds raised: 374749918.80 yuan
Net amount of raised funds: 369110856.65 yuan II. Listing arrangement of new shares
Number of shares listed: 39405880
Listing time: January 19, 2022
According to the provisions of the stock listing rules of Shenzhen Stock Exchange, the share price of the company’s new shares will not be ex rights on the first day of listing (January 19, 2022), and the stock trading will be subject to rise and fall restrictions. 3、 Arrangement of restricted sales period of issuing object
The sales restriction period of the non-public offering shares subscribed by the 16 issuing objects of this offering is 6 months from the date of listing of the new shares, after which it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. 4、 Ownership structure
After the completion of this non-public offering, the equity distribution of the company meets the listing conditions specified in the stock listing rules of Shenzhen Stock Exchange.
catalogue
All directors of the issuer declare that one
1、 Number and price of shares issued two
2、 New stock listing arrangements two
3、 Arrangement of restricted sales period for issuing objects two
4、 Ownership structure 2 interpretation Section 1 basic information of this offering five
1、 Basic information of the company five
2、 Relevant procedures performed in this offering five
3、 The situation of this issuance of Securities six
4、 Overview of the issuing object of this offering eight
5、 Relevant institutions of this issuance Section II comparison of relevant situations before and after issuance nineteen
1、 Top ten shareholders before and after this offering nineteen
2、 The impact of this offering on the company Section III listing of new shares twenty-three
1、 Approval for listing of new shares twenty-three
2、 Basic information of new shares twenty-three
3、 Listing time of new shares twenty-three
4、 Restrictions on the sale of new shares Section IV financial accounting information and management discussion and Analysis twenty-four
1、 Main financial data and financial indicators in recent three years and the first period twenty-four
2、 Management discussion and Analysis 25 Section V concluding comments of intermediaries on the compliance of the issuance process and the issuing object twenty-nine
1、 The main underwriter’s concluding comments on the issuance process and the compliance of the issuing object twenty-nine
2、 Concluding comments of the issuer’s lawyer on the issuance process and the compliance of the issuing object Section VI listing recommendation opinions of the sponsor Section VII declaration of relevant intermediaries thirty-two
1、 The sponsor (lead underwriter) declares that thirty-two
2、 The issuer’s lawyer declares that thirty-two
3、 Auditor’s statement thirty-two
4、 The capital verification agency declares that 32 Section VIII documents for future reference thirty-seven
interpretation
In this new share change report and listing report, unless otherwise specified, the following words have the following specific meanings:
Abbreviation interpretation
Issuer, Dianguang Explosion-Proof Technology Co.Ltd(002730) , company Dianguang Explosion-Proof Technology Co.Ltd(002730)
Controlling shareholder Dianguang Explosion-Proof Technology Co.Ltd(002730) Co., Ltd
Actual controllers: Shi Xiangcai, Shi suibiao, Shi Zhiwei, Shi Xiaoxia, Zhu Dan and Shi Long
China Securities Regulatory Commission
Shenzhen Stock Exchange Shenzhen Stock Exchange
China Securities Depository and Clearing Co., Ltd. Shenzhen Branch
Dianguang Explosion-Proof Technology Co.Ltd(002730) the act of issuing no more than 96802200 ordinary shares (including a shares) with a total raised capital of no more than 1 billion yuan to no more than 35 specific objects in this offering by means of non-public offering
Sponsor, sponsor (lead underwriter Zheshang Securities Co.Ltd(601878) ), lead underwriter, Zheshang Securities Co.Ltd(601878) issuer’s lawyer, lawyer, Dacheng Law Firm, audit institution of Beijing Dacheng Law Firm, accountant, issuer huitianjian Certified Public Accountants (special general partnership)
Planning Division and Tianjian Institute
General meeting of shareholders Dianguang Explosion-Proof Technology Co.Ltd(002730) general meeting of shareholders
Board of directors Dianguang Explosion-Proof Technology Co.Ltd(002730) board of directors
Board of supervisors Dianguang Explosion-Proof Technology Co.Ltd(002730) board of supervisors
Company law, company law of the people’s Republic of China
Securities Law of the people’s Republic of China
Measures for the administration of securities issuance measures for the administration of securities issuance of listed companies
Measures for the administration of issuance and underwriting measures for the administration of securities issuance and underwriting
Detailed rules for the implementation of non-public Development Bank shares and detailed rules for the implementation of non-public Development Bank shares of listed companies (revised in 2020)
Articles of association Dianguang Explosion-Proof Technology Co.Ltd(002730) articles of Association
Issuance plan Dianguang Explosion-Proof Technology Co.Ltd(002730) non public development bank stock issuance plan
Invitation for subscription Dianguang Explosion-Proof Technology Co.Ltd(002730) invitation for subscription of shares of non-public development banks
RMB yuan
Section I basic information of this offering
1、 Basic information of the company Chinese name Dianguang Explosion-Proof Technology Co.Ltd(002730)
English Name: Dianguang expansion proof Technology Co., Ltd
Registered address: No. 180, Weiwu Road, Yueqing Economic Development Zone, Zhejiang Province Office Address: No. 180, Weiwu Road, Yueqing Economic Development Zone, Zhejiang Province registered capital: RMB 322674000 (before this offering)
Explosion proof electrical appliances, explosion-proof switches, vacuum contactors, circuit breakers, high and low voltage electrical appliances and equipment, mechanical accessories, electronic components, motors, instruments (excluding measuring instruments), testing equipment, wires and cables, hardware tools, high and low voltage switchgear, explosion-proof lamps, explosion-proof communication monitoring equipment, mining integrated automatic business scope system Manufacturing and sales of coal electric drill and mine safety avoidance system, software development, steel sales, import and export of goods and technology, installation, repair, maintenance and technical services of explosion-proof electrical appliances and explosion-proof electrical products.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Legal representative: Shi Xiaoxia, stock abbreviation of Shenzhen stock exchange where the shares are listed Dianguang Explosion-Proof Technology Co.Ltd(002730) Stock Code: 002730 Tel.: 0577-61666333 fax Tel.: 0577-62666111 postal code: 325600 stock abbreviation Dianguang Explosion-Proof Technology Co.Ltd(002730) II. Relevant procedures to be performed in this issuance
Dianguang Explosion-Proof Technology Co.Ltd(002730) the non-public offering of shares follows the following procedures:
(I) internal approval procedures of the issuer
On August 27, 2020, the 11th meeting of the 4th board of directors of the company deliberated and adopted the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public development of a shares, the proposal on the company’s non-public issuance of a shares, and the proposal on the company’s non-public issuance of A-Shares Proposal on the feasibility analysis report on the use of funds raised by non-public development banks of A-Shares of the company and other proposals related to this non-public offering. On September 14, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the above proposal. In order to ensure the consistency between the actual record name of this raised investment project and the company’s early announcement documents, the company held the 12th meeting of the Fourth Board of directors on September 22, 2020, and deliberated and adopted the proposal on the company’s non-public development and issuance of A-Shares (Revised Draft) Proposal on the feasibility analysis report on the use of funds raised by non-public development banks of A-Shares of the company (Revised Draft), proposal on diluted immediate return and filling measures of non-public development banks of A-Shares of the company and commitments of relevant subjects (Revised Draft), etc. In view of the expiration of the validity period of the company’s resolution on non-public offering of a shares, in order to ensure the smooth progress of this non-public offering, the proposal on the extension of the validity period of the company’s resolution on non-public offering of A-Shares in 2020 was considered and adopted at the 17th meeting of the Fourth Board of directors on August 12, 2021 The proposal on requesting the general meeting of shareholders to extend the authorization of the board of directors to fully handle matters related to the non-public issuance of A-Shares in 2020 agrees to extend the validity period of the company’s resolution on the non-public issuance of A-Shares in 2020 and the validity period of authorizing the board of directors to fully handle matters related to the non-public issuance of A-Shares to 12 months from the expiration of the validity period of the previous resolution, Except for the extension of the validity period, other contents of the company’s original plan and authorization on this issuance remain unchanged. On the same day, the above-mentioned proposal was considered and adopted at the 13th meeting of the Fourth Board of supervisors, and the independent directors of the company expressed their independent opinions. On August 31, 2021, the first extraordinary general meeting of the company in 2021 deliberated and approved the above proposal. (II) approved by CSRC
On December 28, 2020, the issuance Audit Committee of CSRC approved Dianguang Explosion-Proof Technology Co.Ltd(002730) the non-public offering of shares.
On January 13, 2021, the company received the reply on approving Dianguang Explosion-Proof Technology Co.Ltd(002730) non-public development of shares issued by China Securities Regulatory Commission (zjxk [2021] No. 107). 3、 Information on this issuance of securities
1. Type of securities issued: RMB ordinary shares (A shares).
2. Number of shares issued: 39405880 shares.
3. Face value of securities issued: RMB 1.00.
4. Issue price: the issue price is 9.51 yuan / share. The pricing benchmark date of this non-public offering is the first day of the issuance period, that is, December 20, 2021 (T-2), The issue price shall be no less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date), i.e. no less than 9.50 yuan / share. The issue price is equivalent to 100.11% of the issue reserve price of 9.50 yuan / share; It is equivalent to 79.45% of the company’s closing price of 11.97 yuan / share on the trading day before the subscription quotation date (December 22, 2021) (December 21, 2021), 79.92% of the company’s average price of 11.90 yuan / share on the 20 trading days before the subscription quotation date (December 22, 2021), and 78.47% of the company’s closing price of 12.12 yuan / share on the subscription quotation date (December 22, 2021).
5. Total funds raised: the total funds raised in this offering is 374749918.80 yuan.
6. Total amount and detailed composition of issuance expenses (excluding tax)
Unit: Yuan
Project sponsor audit
