Eging Photovoltaic Technology Co.Ltd(600537) 2022 plan for non-public offering of A-Shares 1 securities abbreviation: Eging Photovoltaic Technology Co.Ltd(600537) securities code: 600537 Eging Photovoltaic Technology Co.Ltd(600537) 2022 plan for non-public offering of A-Shares January 2002 Eging Photovoltaic Technology Co.Ltd(600537) 2022 plan for non-public offering of A-Shares 2 the company declares that 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 material omissions. 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 investors shall be responsible for the investment risks arising from this non-public offering of shares. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and any statement to the contrary is untrue. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions. 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 need to be deliberated and approved by the general meeting of shareholders of the company and obtain the approval or approval of the relevant examination and approval authority. Eging Photovoltaic Technology Co.Ltd(600537) 2022 plan for non-public offering of A-Shares 3 tips on major issues 1. Matters related to the company’s non-public offering of A-Shares have been deliberated and adopted at the 10th meeting of the seventh board of directors held on January 17, 2022. According to the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), this non-public offering can be implemented only after it is reviewed and approved by the general meeting of shareholders of the company and approved by the CSRC. It is uncertain whether the above approval and approval can be obtained and when the final approval and approval can be obtained. 2. The offering is a non-public offering for specific objects. The offering object is qinchengda investment. The offering object has signed a conditional effective share subscription contract with the company to subscribe for the non-public offering in cash. Qinchengda investment, the issuing object of this non-public offering, is the controlling shareholder of the company. Therefore, this non-public offering constitutes a related party transaction. When the board of directors considered relevant proposals, the related directors avoided voting, and the independent directors expressed independent opinions on the related party transaction. When relevant proposals are submitted to the general meeting of shareholders for deliberation, related shareholders will also avoid voting. 3. The pricing benchmark date of this offering is the announcement date of the resolution of the 10th meeting of the seventh board of directors of the company. The price of this offering is 3.70 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, of which: the average price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date. If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. If the regulatory authorities adjust the relevant pricing principles or have other requirements, the company will adjust them according to the regulatory policies. 4. The number of shares issued in this non-public offering is no more than 352 million shares (including this number), which does not exceed 30% of the total share capital before this offering. The final number of shares issued shall be subject to the number of shares approved by the CSRC. If the company’s shares are ex rights during the period from the resolution date of the board of directors to the issuance date, such as share distribution, allotment, conversion of capital reserve into share capital, etc., the number of shares issued this time will be adjusted accordingly in accordance with relevant regulations. 5. The total amount of funds raised by this non-public offering of shares does not exceed 1302.4 million yuan (including this amount), Deduct Eging Photovoltaic Technology Co.Ltd(600537) 2022 plan for non-public offering of a shares. 4 the net amount of raised funds excluding the issuance expenses is proposed to be used for the following projects: unit: RMB 10000 No. the total investment of the raised funds investment project is proposed to use the amount of raised funds investment 1 Changzhou annual output of 5GW high efficiency Cecep Solar Energy Co.Ltd(000591) Component construction project 85650.62 70240.002 supplement working capital and repay interest bearing liabilities 60000.00 60000.00 in total 145650.62 130240.00 before the funds raised from this non-public offering are in place, the company will invest in advance with its own funds or self raised funds according to the actual needs of the progress of the investment project with raised funds, After the raised funds are in place, they shall be replaced in accordance with the procedures specified in relevant laws and regulations. If the net amount of funds raised this time is less than the total amount of funds to be invested in the above projects, within the scope permitted by relevant laws and regulations and authorized by the resolution of the general meeting of shareholders, the board of directors of the company has the right to adjust according to the actual amount of funds raised and the priorities of the projects, and finally decide the priority of the investment of funds raised and the specific investment amount of each project, The shortage of raised funds shall be solved by the company with its own funds or self raised funds. 6. The shares of this non-public offering subscribed by qinchengda, the issuing object, shall not be transferred within 36 months from the date of the end of this offering. The shares derived from the non-public offering shares of the listed company obtained by the issuing object due to the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the lock-in period, the reduction of shares acquired by the issuing object due to the issuance and derivative shares shall also comply with the company law and other laws, regulations, normative documents, relevant rules of the exchange and the relevant provisions of the articles of association. 7. The accumulated undistributed profits of the company before the completion of this non-public offering shall be shared by the new and old shareholders of the company after the completion of this offering. 8. The company has always attached importance to the continuous return to investors. In accordance with the requirements of the notice on further implementing 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 (zjf announcement [2013] No. 43) of the CSRC, The 10th meeting of the 7th board of directors of the company deliberated and adopted the proposal on Eging Photovoltaic Technology Co.Ltd(600537) shareholder dividend return planning in the next three years (2022-2024). The company attaches importance to the continuous return to investors, considers the plan for non-public offering of A-Shares in Eging Photovoltaic Technology Co.Ltd(600537) 2022, 5 takes into account the opinions of independent directors and public investors, and actively returns to the majority of investors. For details of the company’s profit distribution policy and cash dividends, see “Section VII company’s profit distribution policy and implementation” of this plan. 9. After the completion of this non-public offering, with the funds raised in place, the company’s total share capital and net assets will increase, the company’s immediate return (financial indicators such as basic earnings per share and diluted earnings per share) may decline in the short term, and the immediate return of the company’s original shareholders may be diluted. In order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of this non-public offering on the dilution of immediate return, and taken corresponding measures to fill the diluted immediate return.
However, the developed measures to fill the return can not be regarded as a guarantee for 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. For details, please refer to “Section VIII diluted immediate return and filling measures of non-public offering of a shares”. 10. After the completion of this offering, the company’s equity distribution will change, but it will not lead to changes in the company’s controlling shareholders and actual controllers, nor will it lead to the company’s equity distribution not meeting the listing conditions. 11. As of the signing date of this plan, qinchengda investment, the controlling shareholder of the company, holds 21.65% of the shares of the company. According to the company’s non-public offering plan, after the completion of this non-public offering, qinchengda’s shares will exceed 30% of the total share capital of the company. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, It will trigger the obligation of qinchengda investment to make an offer to all shareholders. The controlling shareholder of the company has promised in the conditional effective share subscription contract that the shares subscribed through this non-public offering will not be transferred within 36 months from the date of completion of the offering. The above circumstances meet the conditions for exemption from increasing shares by offer stipulated in the administrative measures for the acquisition of listed companies, The board of directors of the company requests the general meeting of shareholders and the non affiliated shareholders to approve qinchengda investment, the controlling shareholder of the company, from issuing a takeover offer to all shareholders. 12. There is still great uncertainty whether the non-public offering plan can finally be approved by the CSRC and approved by other relevant departments, so investors are reminded to pay attention to relevant risks. Eging Photovoltaic Technology Co.Ltd(600537) table of contents of plan 6 for non-public offering of A-Shares in 2022 6. Interpretation Section I summary of the non-public offering plan 11 I. Basic information of the company 11 II. Background and purpose of this non-public offering 11 III. issuing object and its relationship with the company 14 IV. overview of the non-public offering plan 15 v. whether this issuance constitutes a connected transaction 17 VI. whether the issuance has led to changes in the company’s control 17 VII. Whether the issuance results in the company’s equity distribution not meeting the listing conditions 18 VIII. Approval of relevant competent authorities obtained by this offering and procedures to be submitted for approval 18 section II basic information of issuing objects 19 I. qinchengda’s investment profile 19 II. Structure chart of equity control relationship 19 III. main business 20 IV. brief financial data of the latest period V. punishment of qinchengda investment and its directors, supervisors and senior executives in the past five years Vi. horizontal competition and related party transactions between the issuing object, its controlling shareholders and actual controllers and the company after the completion of this issuance 22 VII. Major transactions between the issuing object and the company 24 months before the disclosure of the plan for non-public offering of shares 22 VIII. Sources of subscription funds
