Securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) securities code: 300169 Changzhou Tiansheng New Materials Co.Ltd(300169)
2022 stock issuance plan to specific objects
January, 2002
Company statement
1. This plan is prepared in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
2. 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 and integrity of the contents of this plan.
3. After the issuance of shares to specific objects and listing on the gem, 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 this issuance.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects and listing on the gem. 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 issuance. The effectiveness and completion of the matters related to this issuance of shares to specific objects described in this plan need to be deliberated and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC for registration. 6. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
Tips on major issues
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、 Basic elements of this issuance of shares to specific objects
1. Matters related to the issuance of shares to specific objects have been deliberated and adopted at the 11th meeting of the 5th board of directors of the company. The issuance plan can only be implemented after being reviewed and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission.
2. The number of shares issued to specific objects this time is no more than 95323700 shares (including this number), which does not exceed 30% of the total share capital of the company before this issuance. 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 number of shares issued to specific objects will be adjusted accordingly. The final issuance quantity will be determined by the board of directors of the company through consultation with the recommendation institution (lead underwriter) in accordance with relevant regulations after being reviewed and approved by the Shenzhen Stock Exchange and reported to the CSRC for approval and registration.
3. The benchmark date for the pricing of shares issued to specific objects is the announcement date of the resolution of the 11th meeting of the Fifth Board of directors of the company. The issuing price of the shares issued to specific objects this time is 5.56 yuan / share, which is no 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 trading volume of the company's shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date), Comply with the provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance price will be adjusted accordingly.
4. The total amount of funds raised by the proposed issuance of shares to specific objects does not exceed 529999800 yuan (including this amount), which is intended to be used to supplement working capital after deducting the issuance expenses. If the total amount of funds raised from the issuance of shares to specific objects is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, it will be adjusted accordingly at that time.
5. The issuing object of A-Shares issued to specific objects this time is Jucheng intelligence (to be established), and the issuing object subscribes for the shares issued this time in full in cash. Jucheng machinery (on behalf of Jucheng intelligent (to be established)) has signed the share subscription agreement with effective conditions with the company.
6. Before the announcement of the plan for this issuance to specific objects, Jucheng intelligence (to be established) did not hold shares of the company. After this issuance, Jucheng intelligence (to be established) will become the controlling shareholder of the company. The above-mentioned issuing objects constitute a connected relationship with the company, and this issuance constitutes a connected transaction.
7. Based on the 95323700 shares issued this time, Jucheng intelligence (to be established) holds 95323700 shares of the listed company (accounting for 22.63% of the share capital of the listed company after this issuance), and Jucheng machinery is entrusted to exercise 25423066 shares of the listed company held by Wu Haizhou (accounting for 6.03% of the share capital of the listed company after this issuance), Jucheng intelligent (to be established) and Jucheng machinery jointly control 120746766 shares of the listed company (accounting for 28.66% of the share capital of the listed company after this issuance). After the completion of this offering, Jucheng intelligence (to be established) will become the controlling shareholder of the company and Huang Daping will become the actual controller of the company. This issuance to specific objects will lead to changes in the company's control.
8. The shares subscribed by Jucheng intelligent (proposed to be established) for this issuance shall not be transferred within 18 months from the date of completion of share registration. After the end of this offering, the company's shares increased due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The transfer after the sales restriction period will be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange.
9. In particular, investors are reminded to carefully read the relevant contents of "Section VII risk description related to this issuance" of this plan and pay attention to investment risks.
10. After the issuance of shares to specific objects is completed, the new and old shareholders of the company will jointly share the undistributed profits accumulated before the issuance according to the shareholding ratio. According to the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, the profit distribution policy, especially the formulation and implementation of the cash dividend policy, the amount and proportion of cash dividends in the last three years, the use arrangement of undistributed profits, the return plan for shareholders, etc., shall be added to the plan for issuing shares to specific objects, Please refer to "Section VIII profit distribution policy and implementation of the company" in this plan.
11. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) issued by the general office of the State Council The relevant provisions of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Fa ban [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of the CSRC, in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of the issue of shares to specific objects on the dilution of immediate return, and formulated relevant specific measures to fill the diluted immediate return, but the measures to fill the diluted immediate return can not be regarded as a guarantee for the company's future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation.
For details, please refer to "II. Risk tips and preventive measures for diluted immediate return of this offering and commitments of relevant subjects" in "section IX statements and commitments of the board of directors" of this plan.
12. The validity period of this directional stock issuance plan is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. 2、 This issuance is subordinate to the overall plan of control change to be implemented by the company
Prior to this offering, the listed company had no controlling shareholder or actual controller.
Changzhou Tiansheng New Materials Co.Ltd(300169) signed the share subscription agreement with Jucheng machinery (on behalf of Jucheng intelligent (to be established)) on January 26, 2022. Jucheng intelligent (to be established) plans to subscribe in cash for 95323700 shares issued by the listed company to specific objects (the final subscription amount shall be subject to the requirements of the registration documents of the CSRC), accounting for 29.24% of the total share capital before this issuance.
Wu Haizhou (as the entrusting party) and Jucheng machinery (as the entrusted party) signed the voting right entrustment agreement on January 26, 2022. Wu Haizhou plans to entrust the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 25423066 shares held by him to Jucheng machinery, accounting for 7.80% of the total share capital before issuance.
On January 26, 2022, Sun Jian, LV zewei and Xu Yi signed the agreement on waiver of voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) shares: Sun Jian promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 13050000 shares, LV zewei promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 12434384 shares, and Xu Yi promised to give up the voting rights of Changzhou Tiansheng New Materials Co.Ltd(300169) 6908346 shares.
After the implementation of the overall scheme of the above-mentioned change, Jucheng machinery and Jucheng intelligent (to be established), the person acting in concert, hold shares actually exercising voting rights, accounting for 28.66% of the total share capital of the company, the controlling shareholder is changed to Jucheng intelligent (to be established), and the actual controller is changed to Huang Daping.
catalogue
The company declares that 1. Tips on major issues two
1、 The basic elements of this issuance of shares to specific objects two
2、 This issuance is subordinate to the overall plan of control change to be implemented by the company 4 catalog 5 interpretation Section 1 Summary of this issuance plan ten
1、 Basic information of the issuer ten
2、 Background and purpose of this issuance of shares to specific objects eleven
3、 Issuing object and its relationship with the company twelve
4、 Summary of the stock issuance scheme to specific objects thirteen
5、 Total amount and purpose of raised funds fifteen
6、 Whether this issuance to a specific object constitutes a connected transaction fifteen
7、 Whether this issuance to specific objects leads to changes in the company's control VIII. The approval (APPROVAL) of relevant competent authorities and the approval (APPROVAL) procedures to be submitted for this issuance plan Section 2 basic information of issuing objects eighteen
1、 Basic information eighteen
2、 Structure chart of equity control relationship eighteen
3、 Main business in the last three years nineteen
4、 Financial situation of the last year twenty
5、 Punishment, litigation and arbitration in the last five years Vi. after the completion of this offering, the horizontal competition and related party transactions between the issuing object and the company VII. Major transactions within 24 months before the announcement of the plan for issuing A-Shares to specific objects
...... twenty-two
8、 The capital source of this subscription is 22 section III relevant agreements involved in the overall scheme of change of control twenty-four
1、 Strategic cooperation framework agreement twenty-four
2、 Share subscription agreement twenty-six
3、 Voting power entrustment agreement twenty-six
4、 Voting rights waiver agreement Section IV main contents of the conditional effective share subscription contract Section V feasibility analysis of the board of directors on the use of the raised funds thirty-six
1、 The use plan of the raised funds thirty-six
2、 Necessity and feasibility analysis of the use plan of the raised funds thirty-six
3、 The impact of this issuance on the operation, management and financial status of the company thirty-seven
4、 Conclusion of feasibility analysis of raised funds Section VI discussion and analysis of the board of directors on the impact of this issuance on the company 39 I. Changes in the company's business and assets, articles of association, shareholder structure, senior management structure and business income structure after the issuance thirty-nine
2、 Changes in the company's financial position, profitability and cash flow 40 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates 40. 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 forty-one
5、 The impact of this issuance on the company's liabilities Section 7 risk description related to this offering forty-two
1、 The risk of changes in the controlling shareholders and actual controllers of listed companies forty-two
2、 Jucheng intelligent (proposed) partnership share change risk forty-two
3、 Market risk forty-two
4、 Overseas business risks forty-three
5、 Risk of fluctuations in operating performance forty-three
6、 Risk of large amount of accounts receivable forty-three
7、 Gross margin fluctuation risk forty-three
8、 Goodwill impairment risk forty-three
9、 Inventory falling price risk forty-four
10、 Risk of decline in earnings per share and return on net assets forty-four
11、 Stock market price fluctuation risk forty-four
12、 Approval risk Section VIII profit distribution policy and implementation of the company forty-five
1、 The company's profit distribution policy forty-five
2、 Cash dividends and undistributed profits of the company in recent three years
