Suzhou Slac Precision Equipment Co.Ltd(300382) Suzhou SLAC Precision Equipment Co., Ltd.
(No. 621, Shixu Road, Xukou Town, Wuzhong District, Suzhou)
2021 gem stock issuance plan to specific objects (Revised Draft)
January, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy, integrity and timeliness of the contents of this plan.
2. After the issuance of shares to specific objects is completed, the company shall be responsible for the changes of the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
3. This plan is the explanation of the company's board of directors on the issue of shares to specific objects. Any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
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 the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan need to be reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration.
hot tip
1. The issues related to the issuance of shares to specific objects have been deliberated and approved at the 45th meeting of the Fourth Board of directors, the third extraordinary general meeting of shareholders in 2021 and the fifth meeting of the Fifth Board of directors. They can only be implemented after being reviewed and approved by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2. There are no more than 35 issuing objects in this offering, which are securities investment fund management companies, securities companies, insurance institutional investors, trust companies, financial companies, qualified overseas institutional investors in accordance with the provisions of the CSRC, as well as other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The final offering object shall be determined by the board of directors through consultation with the sponsor (lead underwriter) of the offering in accordance with the pricing principles determined at that time after the offering is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders. If national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions.
All issuers of shares issued to specific objects this time subscribe for the shares issued this time in cash and at the same price.
3. The pricing benchmark date of this issuance is the first day of the issuance period. The price of shares issued to specific objects this time shall not be less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
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 base date to the issuance date, the issuance price will be adjusted accordingly.
The final issue price of this issuance will be determined by the board of directors through consultation with the sponsor (lead underwriter) of this issuance according to the inquiry results in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the issuance is reviewed and approved by the Shenzhen Stock Exchange and the approval of the CSRC for registration. If national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of issuing shares to specific objects, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
4. The number of shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price. Meanwhile, the number of shares issued to specific objects this time shall not exceed 30% of the total share capital of the company before this issuance. Based on the total share capital of the company as of December 31, 2021 and the number of Sri Lanka convertible bonds issued, the number of shares issued this time does not exceed 174114401 (including this number) without considering Sri Lanka convertible bonds into shares; Assuming that all Sri Lanka convertible bonds are converted into shares before this issuance, the number of shares issued this time shall not exceed 181806513 shares (including this number). In case of partial conversion of slay convertible bonds before this issuance, the number of shares issued will be adjusted accordingly, and the registration approval document of China Securities Regulatory Commission on this issuance shall prevail.
Within the above scope, the final issuance quantity will be determined by the board of directors authorized by the general meeting of shareholders through negotiation with the sponsor (lead underwriter) according to the actual situation at the time of issuance after the issuance is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
If the company has ex rights matters such as share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the issuance date, conversion of slay convertible bonds or other matters that lead to changes in the total share capital of the company before the issuance, the number of shares issued to specific objects will be adjusted accordingly.
5. The total amount of funds raised by the company in this issuance of shares to specific objects shall not exceed 868.74 million yuan (including this amount), and shall be subject to the registration approval document of the CSRC on this issuance. After deducting the issuance expenses, the raised funds of this issuance will be used for the following items:
Project name total investment (10000 yuan) proposed amount of raised funds (10000 yuan)
Suzhou aluminum bottle high speed automatic production line manufacturing project 15047.20 15000.00
Changzhou battery case production project 38500.00 35000.00
Taian equipment production line base construction project 25001.20 25000.00
Hainan high end equipment manufacturing and R & D center project 15091.40 11874.00
Total 93639.80 86874.00
Before the raised funds are in place, the company can invest with self raised funds according to the actual situation of the investment project with raised funds, and replace them after the raised funds are in place.
After the raised funds are in place, the company will invest the raised funds in the above projects according to the actual needs and priorities of the project. If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the project, the insufficient part of raised funds shall be raised by the company itself. 6. After the issuance, the shares subscribed by the issuing object shall not be transferred within six months from the date of the completion of this issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the end of the restricted sale period, the reduction of the shares issued to specific objects subscribed for this time shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
After the end of this offering, the shares derived from the company's shares subscribed by the issuing object due to share distribution, conversion of share capital and other circumstances shall also comply with the above share restriction arrangements.
7. This issuance 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.
8. After the issuance of shares to specific objects is completed, the accumulated undistributed profits before the issuance will be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
9. In accordance with the provisions of the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other documents of the CSRC, the company has formulated the shareholder return plan for the next three years (2021-2023), The plan has been deliberated and approved at the 45th meeting of the Fourth Board of directors and the third extraordinary general meeting of shareholders in 2021.
For the formulation and implementation of the company's cash dividend policy, the cash dividend situation in the last three years, the use arrangement of undistributed profits, etc., please refer to "section IV profit distribution policy and its implementation" of this plan.
10. According to the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the general office of the State Council and the guiding opinions on matters related to the dilution of the immediate return of initial public offering, refinancing and major asset restructuring issued by the CSRC, the company has analyzed whether the immediate return of the shares issued to specific objects is diluted, For details, please refer to "section V statements and commitments of the board of directors related to this issuance" in this plan.
The company hereby reminds investors to pay attention to the risk of diluting the immediate return of shareholders by issuing shares to specific objects. Although the company has formulated measures to fill in the return in response to the risk of diluting the immediate return, and the controlling shareholders, actual controllers, directors and senior managers of the company have made relevant commitments to earnestly fulfill the measures to fill in the immediate return, However, the measures to make up the return do not guarantee the company's future profits, and investors should not make investment decisions accordingly. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation and draws the attention of investors to investment risks.
11. The issuance of shares to specific objects needs to be reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission. The above approval or registration is a prerequisite for the issuance of shares to specific objects. There is uncertainty about whether the relevant approval or registration can be obtained and the time of final approval or registration. Please pay attention to the investment risk.
12. The board of directors specially reminds investors to carefully read the relevant contents of "VI. relevant risks of this issuance" in "section III discussion and analysis of the board of directors on the impact of this issuance on the company" of this plan, and pay attention to investment risks.
catalogue
The issuer declares that 2 special tips 3 catalog 6 interpretation Section 1 Summary of the stock issuance scheme to specific objects 9 I. Basic information of the company 9 II. Background and purpose of this issuance of shares to specific objects 10 III. issuing object and its relationship with the company 17 IV. summary of this issuance plan 18 v. this issuance does not constitute a connected transaction 21 VI. this issuance will not lead to changes in the company's control 21 VII. This issuance will not lead to the equity distribution not meeting the listing conditions VIII. The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds 23 I. use plan of the raised funds 23 II. Overview of the investment project of the raised funds 23 III. The impact of this issuance on the operation, management and financial status of the company 44 IV. conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 45 I. The impact of this offering on the company's business and assets, articles of association, shareholder structure, senior management structure and business structure 45 II. Changes in the company's financial position, profitability and cash flow after the issuance 46 III. Changes in business relations, management relations, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates 46 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates 47 v. whether the liability structure of the company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether there is a low proportion of liabilities and unreasonable financial cost 47 VI. risks related to this offering 47 Section IV profit distribution policy and its implementation 51 I. The company's existing profit distribution policy 51 II. Profit distribution of the company in the last three years 54 III. use of undistributed profits of the company in the last three years 55 IV. the company's shareholder return plan for the next three years (2021-2023) 55 Section V statements and commitments of the board of directors related to this offering 59 I. statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering 59 II. Measures taken to dilute the immediate return of shares issued to specific objects and relevant subject commitments fifty-nine
interpretation
In this plan, unless otherwise specified, the following abbreviations have the following specific meanings: Suzhou Slac Precision Equipment Co.Ltd(300382) , the company, the company, referring to the current issuance of Suzhou Slac Precision Equipment Co.Ltd(300382) by the issuer and the specific
Object issuance and this time refers to the behavior of issuing shares to specific objects on the gem in Suzhou Slac Precision Equipment Co.Ltd(300382) 2021
Object issue shares
Plan. This plan refers to the Suzhou Slac Precision Equipment Co.Ltd(300382) 2021 plan for gem to issue shares to specific objects (Revised Draft)
Controlling shareholder refers to kelaisi Co., Ltd
Actual controller refers to Shu an
Sley convertible bonds refer to the convertible corporate bonds listed on Shenzhen Stock Exchange by the Issuer on October 15, 2020
