Stock abbreviation: Hongbo Co.Ltd(002229) Stock Code: 002229 stock listing place: Shenzhen Stock Exchange Hongbo Co.Ltd(002229)
Plan for non-public offering of A-Shares in 2022
January, 2002
Issuer statement
1. The company and all directors promise that the contents of the plan for this non-public offering of A-Shares are true, accurate and complete, and there are no false records, misleading statements or major omissions.
2. 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.
3. 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.
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 or approval of the examination and approval authority on the matters related to this issuance. The effectiveness and completion of the matters related to this issuance described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan. 1. The matters related to the non-public offering of shares of the company have been deliberated and adopted at the 30th meeting of the Fifth Board of directors of the company, and need to be approved by the general meeting of shareholders and the China Securities Regulatory Commission. 2. This stock issue is a non-public offering for specific objects, and the issuing object is Lujie electronics. The issuing object subscribes the shares of the company in this non-public offering in cash.
3. The price of this non-public offering is 5.28 yuan / share. The pricing benchmark date of the company's non-public offering of shares is the announcement date of the resolution of the 30th meeting of the Fifth Board of directors, i.e. January 25, 2022, The issue price 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 (the average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume 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 benchmark date of this issuance to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. 4. The number of A-Shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and the number of shares issued shall be calculated to single digits. The remaining shares less than one share shall be rounded down, that is, no more than 568181 shares (including this number) and no more than 30% of the total share capital of the company before this offering. The final issuance quantity shall be subject to the issuance plan approved by the CSRC.
If the company's shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares in the non-public offering will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the CSRC.
5. The total amount of funds raised from this non-public offering of shares does not exceed 300 million yuan. After deducting the issuance expenses, the net amount will be used to supplement the working capital.
6. The shares of this non-public offering subscribed by the issuing object shall not be transferred within 36 months from the date of the end of this offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
7. In accordance with the relevant provisions of the CSRC's guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) (CSRC announcement [2022] No. 3) and the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37), the company has further improved the dividend distribution policy, Relevant provisions on profit distribution have been formulated in the articles of association, and the shareholders' dividend return plan for Hongbo Co.Ltd(002229) the next three years (2022-2024) has been formulated. The company's dividend policy and dividend situation are detailed in "section VI company profit distribution policy and related situation".
8. After the completion of this non-public offering of shares, the accumulated undistributed profits before this offering will be shared by the new and old shareholders of the company according to the proportion of shares after issuance.
9. After this non-public offering of shares, the company's earnings per share and other immediate returns are at risk of being 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 returns and taken corresponding measures to fill in the diluted immediate returns, And relevant subjects have made corresponding commitments to the effective implementation of the company's filling return measures; However, the measures taken to fill the return and the commitments made do not guarantee the company's future profits. Investors are reminded to pay attention. See "Section VII diluted immediate return and filling measures of this non-public offering" in this plan for relevant information.
10. There is still great uncertainty about whether the non-public offering plan can finally be approved by the CSRC, which reminds investors to pay attention to relevant risks.
11. This non-public offering will not lead to changes in the controlling shareholders and actual controllers of the company.
12. After the completion of this non-public offering, the equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange and will not lead to any situation that does not meet the conditions for stock listing.
catalogue
The issuer declares that 2 special tips 3 catalog 5 interpretation eight
Section 1 Summary of this non-public offering of A-Shares nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering of A-Shares nine
3、 Issuing object and its relationship with the company ten
4、 The plan of this non-public offering of A-Shares eleven
5、 The raised funds are invested in thirteen
6、 Whether this issuance constitutes a connected transaction thirteen
7、 Whether this issuance leads to changes in the company's control and listing conditions thirteen
8、 The approval of this issuance plan and the procedures to be submitted for approval Section 2 basic information of issuing objects fifteen
1、 Basic information fifteen
2、 The equity control relationship between the company and Lujie Electronics fifteen
3、 Development of main business sixteen
4、 Brief accounting data of the last year and the first period V. Lujie electronics and its directors, supervisors and senior managers (or main responsible persons) have been subject to administrative punishment (except those obviously unrelated to the securities market), criminal punishment or major civil litigation related to economic disputes in the past five years
Or arbitration seventeen
6、 Horizontal competition or potential horizontal competition after the completion of this non-public offering of A-Shares eighteen
7、 Related party transactions after the non-public offering of A-Shares 18. Lujie electronics, its controlling shareholder and actual controller 24 months before the announcement of the plan for the non-public offering of a shares
Major transactions with the company eighteen
9、 The capital source of this subscription Section III summary of subscription agreement for non-public offering of shares with effective conditions twenty
1、 Agreement subject and signing time twenty
2、 Share subscription, subscription price and share lock-in period twenty
3、 Entry into force and termination of the agreement twenty-one
4、 Liability for breach of contract Section IV necessity and feasibility analysis of the board of directors on raising funds through this non-public offering of A-Shares twenty-three
1、 Use plan of raised funds twenty-three
2、 The necessity and feasibility of raising funds this time twenty-three
3、 The impact of this issuance on the company's operation and management and financial status twenty-four
4、 The application for approval of the investment project with raised funds Section V discussion and analysis of the board of directors on the impact of this issuance on the company 26 I. The impact of this offering on the company's business and assets, articles of association, shareholder structure, senior management structure and business income structure
The impact of twenty-six
2、 Changes in the financial status, profitability and cash flow of the listed company after this issuance 27 III. business relationship, management relationship, related party transactions and horizontal competition between the listed company and its controlling shareholders and their affiliates
And other changes 28 IV. after the completion of this offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates,
Or the guarantee provided by the listed company for the controlling shareholder and its affiliates twenty-eight
5、 The impact of this offering on the liabilities of listed companies twenty-eight
6、 Risks related to this stock issuance Section VI profit distribution policy and relevant information of the company thirty-two
1、 Profit distribution policy thirty-two
2、 Arrangements for the distribution of profits and the use of undistributed profits in the last three years thirty-four
3、 Shareholder return plan for the next three years (2022-2024) thirty-six
Section 7 diluted immediate return and filling measures of this non-public offering forty
1、 The impact of the diluted immediate return of this non-public offering on the company's main financial indicators forty
2、 Risk tips for diluting the immediate return of this offering forty-two
3、 Explanation of the board of directors on the necessity and rationality of choosing this non-public offering of A-Shares 43 IV. The relationship between the use of the raised funds and the existing business of the company. The company is engaged in the projects invested with raised funds in terms of personnel, technology and market
And other reserves forty-three
5、 Measures taken by the company to dilute the immediate return of this non-public offering forty-three
6、 Relevant parties promise 45 VII. Review procedures on filling measures and commitments for diluted immediate return of this offering forty-seven
interpretation
The issuer, the company and Hongbo refer to Hongbo Co.Ltd(002229) shares Huiyi trading, the controlling shareholder refers to Henan Huiyi Trading Co., Ltd., Yutai holding, and the controlling shareholder refers to Henan Yutai Holding Co., Ltd
Actual controller refers to Mao Wei
Subscription object and Lujie electronics refer to Henan Lujie Electronic Technology Center (limited partnership)
Yutai security refers to Henan Yutai Xingye Intelligent Security Group Co., Ltd
This issuance refers to the company's non-public offering of domestic listed RMB common shares a shares
This plan refers to the plan for Hongbo Co.Ltd(002229) 2022 non-public offering of shares
The pricing benchmark date refers to the announcement date of the resolution of the 30th meeting of the 5th board of directors
"Subscription agreement" refers to the share subscription agreement between Hongbo Co.Ltd(002229) and Henan Lujie Electronic Technology Center (limited partnership) with conditional effect
General meeting of shareholders refers to Hongbo Co.Ltd(002229) general meeting of shareholders
Board of directors means the Hongbo Co.Ltd(002229) board of directors
Board of supervisors refers to the Hongbo Co.Ltd(002229) board of supervisors
China, China and China refer to the people's Republic of China
in
Section I summary of the non-public offering of a shares
1、 Basic information of the issuer
Enterprise name Hongbo Co.Ltd(002229)
Unified social credit code 91350000705101637f
Stock abbreviation Hongbo Co.Ltd(002229)
Stock code 002229
Shenzhen stock exchange where the shares are listed
Registered address: No. 136, JINDA Road, Jinshan Development Zone, Fuzhou, Fujian
The registered capital is 4983442630 yuan
Legal representative: Mao Wei
Printing of publications, packaging and decoration printed materials and other printed materials; Development and processing of magnetic card and smart card; Thermal paper, UV ink, printing
