Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
Securities code: 300806 securities abbreviation: Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) Announcement No.: 2022-007 Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM in 2021 (Revised Draft)
January, 2002
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
Company statement
1. The company and all members of the board of directors guarantee that the contents of the 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 and integrity of the contents of the plan.
2. This plan is prepared in accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
3. After the issuance of shares to specific objects, 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 the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. 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 have yet to be approved or approved by the relevant examination and approval authority.
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
hot tip
1. The company's plan to issue shares to specific objects has been deliberated and approved at the third and fifteenth meetings of the Fourth Board of directors and the first extraordinary general meeting of shareholders in 2021. According to the provisions of relevant laws and regulations, it still needs to be examined and approved by Shenzhen Stock Exchange and reported to China Securities Regulatory Commission for approval and registration.
2. There are no more than 35 (including) issuing objects of this issuance, which are specific investors in accordance with the provisions of the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors in accordance with the provisions of the CSRC, as well as other legal persons in accordance with the provisions of the CSRC Natural persons or other qualified investors; 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; As the issuing object, trust companies can only subscribe with their own funds. The objects of this issuance include Jinchuang. Among them, Jinchuang plans to subscribe for no less than 40 million yuan and no more than 60 million yuan, and the number of shares subscribed for does not exceed 2% of the issued shares of the company. Jinchuang does not participate in the bidding process and accepts the final issue price. Jinchuang is the controlling shareholder and actual controller of the issuer. According to the definition of connected person in the Shenzhen Stock Exchange GEM Listing Rules, Jinchuang is the connected party of the company, and the company's issuance of shares to Jinchuang constitutes a connected transaction.
Except Jinchuang, the other issuing objects of this issuance have not been determined, so it is impossible to determine their relationship with the company; The final issuing object will be determined by the board of directors of the company and the sponsor (lead underwriter) through negotiation according to the subscription quotation of the issuing object after the issuance passes the review of Shenzhen Stock Exchange and the registration of China Securities Regulatory Commission.
If there is no subscription from other issuers in the final result of this issuance, Mr. Jin Chuang must still participate in the subscription in accordance with the issuance plan and subscription agreement. The subscription price is 80% of the average price of the company's shares 20 trading days before the pricing benchmark date and is not less than the par value of the shares, and the subscription amount is not less than RMB 40 million and not more than RMB 60 million, The number of shares subscribed shall not exceed 2% of the issued shares of the company.
All issuers of shares issued to specific objects this time will subscribe for the shares issued to specific objects in RMB cash. If the national laws, regulations, rules and normative documents have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions.
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
3. The pricing benchmark date of this issuance of shares to specific objects is the first day of the issuance period. The issue price shall not be lower than 80% of the average price of the company's shares on the 20 trading days before the first day of the issue period (i.e. "issue reserve price"), and shall not be lower than the par value of the shares.
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 price will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and P1 is the issue price after adjustment.
After the application for this issuance has passed the examination of Shenzhen Stock Exchange and the decision of China Securities Regulatory Commission to approve the registration, the final issuance price shall be in accordance with the provisions of the administrative measures for the registration of securities issuance of companies listed on GEM (for Trial Implementation) and other normative documents, according to the application and quotation of specific issuance objects, and in accordance with the principle of price priority, The board of directors of the company shall negotiate with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders.
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 determined by the final bidding. At the same time, the number of shares issued shall not exceed 30% of the company's total share capital of 189925406 shares before this issuance, that is, not more than 56977621 shares (including this number).
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 announcement date of the resolution of the board of directors to the issuance date, the number of shares issued to specific objects will be adjusted accordingly (if the adjusted number of shares has a mantissa, it will be rounded down).
Within the scope of the above-mentioned issuance scale, the final issuance quantity shall be determined by the board of directors of the company according to the authorization of the general meeting of shareholders, after the application for this issuance has been reviewed by Shenzhen Stock Exchange and registered with the CSRC, through consultation with the sponsor (lead underwriter) according to the actual subscription.
5. The total amount of funds raised from the issuance of shares to specific objects (including issuance expenses) does not exceed RMB 500 million (including this amount). The net amount of funds raised after deducting issuance expenses is planned to be invested in the following projects:
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
Unit: 10000 yuan
No. project name total investment is proposed to be invested with the raised funds
1 precision release membrane construction project 49686.23 40000.00
2. Repayment of bank loan 10000.00 10000.00
Total 59686.23 50000.00
Before the raised funds are in place, the company can invest in advance through its own or self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place.
The board of directors of the company may, according to the actual situation and without changing the investment projects of the raised funds, appropriately adjust the amount of the raised funds to be invested in the above projects. 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 its own or self raised funds. In order to meet the needs of project development, the company will, according to the actual amount of raised funds and the priorities of raised investment projects, Determine the priority of investment of raised funds and the specific use arrangements such as the investment amount of each raised investment project.
6. After the completion of this issuance of shares to specific objects, the shares subscribed by Mr. Jin Chuang shall not be transferred within 18 months from the date of issuance, and the shares subscribed by other issuing objects shall not be transferred within 6 months from the date of issuance. If laws, regulations, rules and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
During the above share lock-in period, the shares of the company derived from the shares subscribed by the issuing object for this issuance due to the company's share offering, the conversion of capital reserve into share capital and other matters shall also comply with the above arrangement of the sales restriction period. 7. After the issuance of shares to specific objects, the new and old shareholders of the company will jointly share the accumulated undistributed profits before the issuance of shares to specific objects according to the shareholding ratio after the issuance.
8. According to the relevant provisions of the CSRC's guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2013] No. 43) and the notice on further implementation of matters related to cash dividends of listed companies (zjf [2012] No. 37), the company's profit distribution policy, cash dividends of the company in the last three years See "section V profit distribution policy and implementation of the issuer" of this plan for the future shareholder return planning of the company, and investors are invited to pay attention to it.
9. According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and 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), And the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC (CSRC announcement [2015] No. 31), etc
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
According to relevant regulations, the company has formulated measures to fill the diluted immediate return after issuing shares to specific objects. The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the effective implementation of the company's measures to fill returns, For relevant measures and commitments, please refer to the relevant contents of "section VI statements and commitments of the board of directors related to this issuance" of the plan and the relevant contents of the company's demonstration and analysis report on the issuance plan of shares issued by gem to specific objects in 2021.
10. 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.
11. There is still great uncertainty about whether the stock issuance plan to specific objects can finally pass the review of Shenzhen Stock Exchange and whether the CSRC agrees to register, so investors are reminded to pay attention to relevant risks.
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) plan for issuing shares to specific objects and listing on GEM
catalogue
The company declares that 2 special tips 3 catalog 7 interpretation Section 1 Summary of the stock issuance scheme to specific objects ten
1、 Basic information of the issuer ten
2、 Background and purpose of this issuance of shares to specific objects ten
3、 Summary of the plan for issuing shares to specific objects this time fifteen
4、 Whether this issuance constitutes a connected transaction nineteen
5、 This issuance will not lead to changes in the company's control nineteen
6、 This issuance will not result in the company's equity distribution not meeting the listing conditions VII. The issuance plan has been approved by relevant competent authorities and the process to be submitted for approval
Preface Section 2 the issuing object and the summary of the conditional share subscription agreement twenty-one
1、 Basic information of issuing object twenty-one
2、 The main contents of the conditional share subscription agreement Section III feasibility analysis of the board of directors on the application of the raised funds twenty-six
1、 The use plan of the funds raised by issuing shares to specific objects twenty-six
2、 Necessity and feasibility analysis of the project invested by the raised funds twenty-six
3、 The impact of this issuance on the company's operation and management and financial status Section IV discussion and analysis of the board of directors on the impact of this issuance on the company 34 I. impact of this issuance on the company's business, articles of association, shareholder structure and senior management structure.34
2、 Changes in the company's financial position, profitability and cash flow after the issuance 35 III. business relations, management relations, related party transactions and the same between the company and its controlling shareholders and their affiliates
Industry competition and other changes thirty-six
4、 Occupation and guarantee of the company's funds and assets after this issuance thirty-six
5、 Changes in the company's debt level after this issuance thirty-six
6、 Description of risks related to this stock issuance Section V of the issuer
