Securities code: 002196 securities abbreviation: Zhejiang Founder Motor Co.Ltd(002196) Zhejiang Founder Motor Co.Ltd(002196)
Zhejiang Founder Motor Co., Ltd.
(registered address: No. 73, Shiniu Road, Shuige Industrial Zone, Liandu District, Lishui City, Zhejiang Province)
Plan for non-public offering of A-Shares in 2022
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, and confirm that 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 mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on 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 authorities.
hot tip
1. The matters related to this non-public offering of shares have been deliberated and approved at the 15th meeting of the seventh board of directors held on January 25, 2022, and need to be deliberated and approved by the general meeting of shareholders and the CSRC.
2. The non-public offering of A-Shares is aimed at no more than 35 specific investors, including the company’s controlling shareholder Zhuoyue automobile, as well as securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors that meet the requirements of the CSRC Qualified foreign institutional investors and other legal persons, natural persons or other institutional investors in compliance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe with two or more funds under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds.
The final offering object other than Zhuoyue automobile will be authorized by the general meeting of shareholders of the company. After obtaining the issuance approval document of the CSRC, the board of directors will negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results in accordance with the relevant provisions of the CSRC and the conditions specified in the non-public offering plan. 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. 3. The number of A-Shares in this non-public offering shall not exceed 20% of the total share capital of the company before this offering. The total share capital of the company before issuance is 499444930 shares, that is, the upper limit of the number of shares issued this time is 99888986 shares (including this number), and the total amount of raised funds does not exceed 1 million yuan (including 1 million yuan). Among them, Zhuoyue automobile plans to subscribe in cash at the same price as other subscription objects, and the proposed subscription amount is not less than 100 million yuan (including this amount) and not more than 300 million yuan (including this amount).
Within the scope of the above issuance quantity, the board of directors of the company is authorized by the general meeting of shareholders to negotiate with the sponsor (lead underwriter) of this issuance to determine the final issuance quantity according to the market conditions.
If the total number of shares and the total amount of funds raised in this non-public offering of A-Shares are adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued and the total amount of funds raised will be adjusted accordingly.
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors on the non-public offering of A-Shares to the issuance date, and the total share capital before the issuance changes due to the implementation of employee equity incentive and other matters by the company, the upper limit of the number of shares issued this time will be adjusted accordingly.
4. This issuance adopts inquiry issuance. The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issuing price of this non-public offering of A-Shares shall not be lower than 80% of the average 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.
If the company has ex rights and ex interests 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 reserve price of this non-public offering will be adjusted accordingly.
The final issue price will be determined by the board of directors through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders in accordance with the provisions of relevant laws, regulations and normative documents and according to the inquiry results after the company obtains the approval and reply of the CSRC on this issue.
Zhuoyue automobile, the controlling shareholder of the company, does not participate in the inquiry process of the pricing of this offering, but accepts the subscription inquiry results of other offering objects and subscribes for the shares of this non-public offering at the same price as other offering objects. If the issuing price of this issue cannot be generated through the above market inquiry, Zhuoyue automobile will subscribe for the shares of the company this time at the bottom price of this issue (80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date).
5. The total amount of funds raised from this non-public offering of shares does not exceed 1 million yuan (including 1 million yuan). The net amount of funds raised after deducting the issuance expenses is intended to be used for “the annual output of 1.8 million sets of new energy vehicle drive motor project”, “the expansion project of Lishui fangdezhiqu Application Technology Research Institute” and supplementary working capital.
After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds. If the time when the raised funds are in place is inconsistent with the project implementation progress, the company can invest other funds first according to the actual situation, and replace the early investment according to the requirements and procedures of relevant laws and regulations after the raised funds are in place. The board of directors of the company will adjust according to the authorization of the general meeting of shareholders.
6. The shares subscribed by the issuing object (i.e. Zhuoyue Automobile Co., Ltd.) confirmed at the stage of the board of directors in this non-public offering shall not be transferred within 18 months from the date of issuance. The A shares of this non-public offering subscribed by other issuing objects shall not be transferred within six months from the date of issuance. 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 company’s shares obtained by the object of this non-public offering due to this issuance shall also comply with the company law, the securities law and other laws, regulations, rules, normative documents, the relevant rules of Shenzhen Stock 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. In accordance with the requirements of the company law, 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 and the guidelines for the articles of association of listed companies (revised in 2019), the company has formulated the shareholder return plan for the next three years (2021-2023), See “section VI profit distribution policy and implementation of the company” in this plan for the specific contents of relevant profit distribution policies. 8. The accumulated undistributed profits before the issuance will be shared by the new and old shareholders after the issuance.
9. According to the provisions of relevant laws and regulations, the non-public offering of A-Shares still needs to be examined and approved by the general meeting of shareholders and the CSRC.
10. After the completion of this non-public offering of a shares, the controlling shareholder of the company is still Zhuoyue Automobile Co., Ltd. and there is still no actual controller. This non-public offering will not lead to the lack of listing conditions for the equity distribution of the company and the change between the controlling shareholder and the actual controller of the company.
11. According to the requirements of relevant laws and regulations such as the guidance on matters related to diluted immediate return of initial public offering and refinancing and major asset restructuring issued by the CSRC, the company has analyzed whether to dilute the immediate return of this offering. See “Section VII impact of diluted immediate return of this offering and measures to fill in the return” of this plan for relevant information and measures to be taken by the company, However, the filling measures formulated do not guarantee the company’s future profits, and investors should not make investment decisions accordingly. The company shall not be liable for any loss caused by the investor’s investment decision. Draw the attention of investors.
catalogue
The issuer declares that 1 special tips 2 catalog 6 interpretation Section 1 Summary of this non-public offering of A-Shares nine
1、 Basic information of the company nine
2、 Background and purpose of this non-public offering nine
3、 Issuing object and its relationship with the company eleven
4、 Summary of this offering plan twelve
5、 Purpose of raised funds fourteen
6、 Whether this issuance constitutes a connected transaction fifteen
7、 Does this issuance lead to changes in the company’s control sixteen
8、 The approval procedures for this non-public offering sixteen
9、 Whether this issuance will lead to the company’s equity distribution not meeting the listing conditions Section 2 basic information of the issuing object eighteen
1、 Basic information of the issuing object 18 II. Excellent automobile and its directors, supervisors and senior managers have been subject to administrative punishment, criminal punishment or
Those involved in major civil litigation or arbitration related to economic disputes nineteen
3、 Horizontal competition and related party transactions after the completion of this non-public offering nineteen
4、 Major transactions with the company within 24 months before the disclosure of the issuance plan nineteen
Section III summary of conditional share subscription agreement twenty-one
1、 Contract subject and signing time twenty-one
2、 Number and amount of subscription twenty-one
3、 Subscription method, subscription price, sales restriction period and payment method twenty-one
4、 Liability for breach of contract twenty-three
5、 Effectiveness, termination and dissolution of the contract Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-five
1、 The use plan of the raised funds twenty-five
2、 The basic information of the project invested by the raised funds twenty-five
3、 The impact of the raised funds on the operation, management and financial status of the company thirty-two
4、 Conclusion of feasibility analysis on the use of funds raised in this non-public offering Section V discussion and analysis of the board of directors on the impact of this issuance on the company 34 I. whether there is an integration plan for the business and assets of the listed company after this issuance, and whether the articles of association are adjusted
Whole; Expected changes in shareholder structure, senior management structure and business structure thirty-four
2、 Changes in the financial status, profitability and cash flow of the listed company after this issuance 35 III. business relationship, management relationship, related party transactions and inter-bank transactions between the listed company and its controlling shareholders and their affiliates
Competition and other changes 35 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
Situation, or the situation where the listed company provides guarantee for the controlling shareholder and its affiliates thirty-six
5、 The impact of this issuance on the company’s debt structure thirty-six
6、 Description of risks related to this stock issuance Section VI profit distribution policy and implementation of the company thirty-nine
1、 The company’s profit distribution policy thirty-nine
2、 Profit distribution of the company in the last three years forty
3、 Dividend return planning of the company’s shareholders Section 7 the impact of diluting the immediate return of this offering and the measures to fill the return forty-four
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators forty-four
2、 Tips on the risk of diluting the immediate return of this non-public offering forty-five
3、 The necessity and rationality of this non-public offering 46 IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company’s personnel and technology in the project invested by the raised funds
Technical and market reserves forty-six
5、 The company’s specific measures to fill the immediate return 47 VI. the controlling shareholders, directors and senior managers of the company can effectively implement the measures of compensation and return to the company
Commitments made forty-nine
7、 Procedures for consideration of filling measures and commitments for diluted immediate return of this offering fifty
interpretation
In the Zhejiang Founder Motor Co.Ltd(002196) 2022 plan for non-public offering of a shares, unless otherwise specified, the following abbreviations have the following specific meanings:
This plan refers to the plan for non-public offering of A-Shares in Zhejiang Founder Motor Co.Ltd(002196) 2022
Trading day refers to the normal business day of Shenzhen Stock Exchange
Issuance, this issuance and this non-public offering refer to the non-public issuance of A-Shares in 2022
Zhejiang Founder Motor Co.Ltd(002196) 、
