Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Guangdong Delian Group Co.Ltd(002666)
GUANGDONG DELIAN GROUP CO., LT D .
Plan for non-public offering of A-Shares in 2022
January, 2002
Company statement
1. Guangdong Delian Group Co.Ltd(002666) and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies.
3. 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.
4. Guangdong Delian Group Co.Ltd(002666) this non-public offering plan is the explanation of the company’s board of directors on this non-public offering, and any statement to the contrary is untrue.
5. The matters described in this plan do not represent the substantive judgment, confirmation 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 relevant examination and approval authority.
6. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
catalogue
The company declares that 2 catalog 3 special tips 5 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 Issuing object and its relationship with the company eleven
4、 Release plan summary eleven
5、 Whether this issuance constitutes a connected transaction fourteen
6、 Does this issuance lead to changes in the company’s control fourteen
7、 Does this issuance result in the equity distribution not meeting the listing conditions fifteen
8、 Procedures for this issuance plan to be submitted for approval Section II feasibility analysis of the use of the raised funds sixteen
1、 The use plan of the raised funds sixteen
2、 Investment projects of the raised funds sixteen
3、 The impact of this issuance on the operation, management and financial status of the company twenty-four
4、 Feasibility analysis conclusion of the project invested with raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company 26 I. business and assets of the company, articles of association, shareholder structure, senior management structure and industry after the issuance
Changes in business structure twenty-six
2、 The impact of this issuance on the company’s financial position, profitability and cash flow 26 III. business relationship, management relationship, related party transactions and the same relationship between the company and its controlling shareholders and their affiliates
Industry competition and other changes 27 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 twenty-seven
5、 The impact of this issuance on the company’s liabilities twenty-seven
6、 Risk description related to this issuance Section IV profit distribution policy and implementation of the company thirty-one
1、 Formulation of the company’s profit distribution policy thirty-one
2、 Profit distribution and cash dividends in the last three years thirty-three
3、 Shareholder return plan for the next three years (2022-2024) Section V statements and commitments of the board of directors related to this offering 38 I. announcement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering
Ming thirty-eight
2、 Measures taken by the company to dilute the immediate return of this non-public offering thirty-eight
hot tip
The words or abbreviations mentioned in this part have the same meanings as those mentioned in the “interpretation” of this plan. 1. With the development of China’s auto industry, especially the rapid growth of production and sales of new energy vehicles, the demand for new auto parts is also increasing. Relying on Shanghai Lingang Holdings Co.Ltd(600848) superior geographical environment, industrial clusters and policy guidance, the company plans to expand the production capacity of vehicle new material adhesives and accelerate the digital and intelligent transformation of production and manufacturing; Build a multi-level and multi regional R & D Center for new materials to improve the R & D and technological innovation capacity of adhesives, so as to better meet the market demand and provide supporting services for downstream main engine plants, so as to expand its own business scale and promote the company to continue to expand, strengthen and innovate the automotive fine chemicals business. Now it is proposed to raise funds through non-public offering of shares.
2. Matters related to the company’s non-public offering of shares in 2022 have been deliberated and adopted at the eighth meeting of the Fifth Board of directors of the company, and need to be deliberated and approved by the general meeting of shareholders and the CSRC.
3. There are no more than 35 issuing objects of this non-public offering, including legal persons, natural persons or other legal investment organizations that meet the conditions stipulated by 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. All the objects of this non-public offering of shares are subscribed in cash.
The final issuing object will be determined by the board of directors of the issuer through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders according to the subscription quotation of the issuing object after the issuance application has been approved by the CSRC. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
4. The pricing benchmark date of this offering is the first day of the issuance period of the company’s non-public offering of shares. The price of this non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
In case of 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 reserve price of this non-public offering of shares will be adjusted accordingly.
The final issue price of the non-public offering will be determined by the board of directors of the company and the sponsor (lead underwriter) of the offering according to the market inquiry after the company obtains the approval document of the CSRC on the offering and in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before this non-public offering, that is, not more than 226298780 shares (including), and shall be subject to the approval document of the CSRC on this offering. Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the relevant provisions of the CSRC and the actual subscription.
If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on from the announcement date of the resolution of the meeting of the board of directors to the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
6. The A shares subscribed by the issuing object of this non-public offering shall not be transferred within six months from the end of this non-public offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the lock-in period, the reduction of the shares of the company obtained by the issuing object due to this non-public offering shall also comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, normative documents, relevant rules of the exchange and the relevant provisions of the articles of association. After the end of this non-public offering, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
7. The total amount of funds to be raised in this non-public offering of shares shall not exceed 1 billion yuan. The net amount of funds raised after deducting the issuance expenses will be fully invested in the following projects:
Unit: 10000 yuan
S / n project name estimated investment amount proposed amount of raised funds
1. Research and development and manufacturing project of new material adhesive of Delian automobile 70850.00 60000.00
2 new material R & D center expansion project 15000.00 15000.00
3. Supplementary working capital 25000.00 25000.00
Total 110850.00 100000.00
After the funds raised in this offering are in place, if the actual net amount of funds raised is less than the total amount of funds to be invested in the above-mentioned investment projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of funds raised and the priorities of the projects, The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Before the raised funds are in place, the company can invest with self raised funds according to the actual progress of the project, and replace the self raised funds with the raised funds after the raised funds are in place.
8. The accumulated undistributed profits of the company before the non-public offering will be shared by the new and old shareholders after the non-public offering according to the proportion of shares after the offering.
9. After the issuance of shares, the equity distribution of the company will change, but it will not lead to the change of the controlling shareholder and actual controller of the company, and the equity distribution of the company will not meet the listing conditions.
10. The articles of association complies with the relevant 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 company has formulated the profit distribution policy and the shareholder return plan for the next three years. See “section IV profit distribution policy and implementation of the company” in this plan for details. 11. According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) require that in order to protect the interests of small and medium-sized investors, The plan has carefully analyzed the risk of diluting the company’s immediate return in “section V statements and commitments of the board of directors related to the issuance”, and fully disclosed the measures to be taken, which should be paid attention to by investors.
The measures to fill in the return formulated by the company do not guarantee the company’s future profits. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
interpretation
In this issuance plan, unless otherwise specified, the following words have the following meanings:
Company, issuer, Guangdong Delian Group Co.Ltd(002666) refers to Guangdong Delian Group Co.Ltd(002666)
This plan refers to the company’s plan for non-public offering of shares in 2022
This non-public offering of shares refers to Guangdong Delian Group Co.Ltd(002666) non-public offering of no more than 226298780 shares (including RMB) and this non-public offering of common shares (A shares)
Securities investment fund management companies, securities companies, insurance institutional investors and issuing objects refer to trust and investment companies, financial companies, qualified overseas institutional investors, and other legal persons in accordance with the provisions of the CSRC The total number of natural persons or other qualified investors shall not exceed 35 specific objects
Shanghai Delian Xinyuan refers to Shanghai Delian Xinyuan Auto Parts Co., Ltd
Changchun Delian refers to Changchun Delian Chemical Co., Ltd
Saic Motor Corporation Limited(600104) refers to Saic Motor Corporation Limited(600104) and its subsidiaries
Shanghai GM refers to Shanghai General Motors Co., Ltd. and its subsidiaries
Byd Company Limited(002594) refers to Byd Company Limited(002594) and its subsidiaries
Geely Automobile
