A-share Code: 601127 Abbreviation of SH A shares: Chongqing Sokon Industry Group Stock Co.Ltd(601127) Chongqing Sokon Industry Group Stock Co.Ltd(601127)
Plan for non-public offering of A-Shares in 2022
January 2022
Company 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 a 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 A-Shares shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on the non-public offering of a shares, and any statement inconsistent with it is untrue.
4. 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 the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
5. If investors have any questions, they should consult their respective stockbrokers, lawyers, professional accountants or other professional advisers.
hot tip
1. Matters related to the non-public offering of A-Shares have been deliberated and adopted at the 23rd Meeting of the Fourth Board of directors of the company. This non-public offering needs to be examined and approved by the general meeting of shareholders of the company and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
2. The objects of this non-public offering of shares are no more than 35 (including 35) specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other institutional investors and natural persons in accordance with laws, regulations and the provisions of 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.
The subscription object of this non-public offering has not been determined. After the company obtains the approval of the CSRC, the final issuance object will be determined by the board of directors and the authorized person of the board of directors in accordance with the provisions of the detailed rules for the implementation of non-public offering of shares by listed companies within the scope authorized by the general meeting of shareholders and the recommendation institution (lead underwriter) in accordance with relevant laws, administrative regulations The provisions of departmental rules or normative documents shall be determined through negotiation according to the subscription quotation of the issuing object. 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. After the completion of this non-public offering, the shares of this offering subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. If there are other provisions on the sales restriction period in relevant laws and regulations, such provisions shall prevail. The shares derived from the non-public offering shares of the listed company obtained by the object of this issuance due to the share distribution of the listed company and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
4. 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 shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (the average trading price of the company’s shares 20 trading days before the pricing base date = the total trading volume of the shares 20 trading days before the pricing base date ÷ the total trading volume of the shares 20 trading days before the pricing base date). If the stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments. The final issue price of this non-public offering will be determined by the board of directors authorized by the general meeting of shareholders and the authorized persons of the board of directors through consultation with the sponsor (lead underwriter) of this offering according to the market inquiry after the company obtains the approval document of the CSRC on this offering and in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities. If the national laws and regulations have new provisions on the issue pricing of non-public offering, the company will adjust according to the new provisions. If the company’s A-share shares have ex dividend and ex right matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
5. The issuance quantity of this non-public offering will be determined according to the total amount of raised funds divided by the issuance price, and shall not exceed 12% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering. As of December 31, 2021, the total share capital of the company is 1359932415 shares. Based on this calculation, the number of shares issued in this non-public offering does not exceed 163191889 (including this number). The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders and the authorized person of the board of directors through consultation with the sponsor (lead underwriter) according to the specific conditions such as the upper limit of the number of shares approved to be issued by the CSRC, the total amount of raised funds and the issuance price. In case of ex rights matters such as share distribution, conversion of capital reserve into share capital or changes in share capital caused by registration of restricted shares, repurchase and cancellation of restricted shares and conversion of convertible bonds from the date of resolution of the board of directors to the date of issuance, the number of shares in this non-public offering will be adjusted accordingly. If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
6. The total amount of funds raised in this non-public offering does not exceed 7130 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used for electric vehicle development and product platform technology upgrading projects, factory intelligent upgrading and electric drive production line construction projects, user center construction projects and supplementary working capital. If the actual raised funds cannot meet the needs of the above-mentioned purposes of raised funds, the board of directors of the company will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation of the progress of the investment projects with raised funds and capital requirements, based on the actual net amount of raised funds and on the premise of complying with relevant laws and regulations, Adjust and finally determine the specific investment projects of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods. If the company uses self raised funds to invest in the raised funds projects before the raised funds of this issuance are in place, the part invested in advance will be replaced with the raised funds after the raised funds of this issuance are in place.
7. After the completion of this non-public offering, the proportion of social public shares of the company will not be less than 10%, and there is no situation in which the equity distribution of the company does not meet the listing conditions.
8. This non-public offering will not lead to changes in the controlling shareholders and actual controllers of the company.
9. The accumulated undistributed profits before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance.
10. This plan has described in detail the current profit distribution policy of the company, the specific implementation of cash dividends and profit distribution of the company in the last three years and the shareholder return plan for the next three years in “section IV profit distribution”, and investors are invited to pay attention to it.
11. The company has carefully analyzed the impact of the non-public offering of shares on the dilution of immediate return and put forward specific measures to fill the return. For details, please refer to “section V analysis of the diluted immediate return of the non-public offering and the filling measures taken” of this plan. At the same time, in the process of analyzing the dilution impact of this issuance on the immediate return, the assumptions and analytical description of the company’s main financial indicators do not constitute a profit forecast for the company, and the formulation of filling return measures does not guarantee the company’s future profits. The company reminds investors that they should not make investment decisions accordingly. If investors make investment decisions accordingly and cause losses, the company will not be liable for compensation.
12. The resolution on this non-public offering of shares shall be valid within 12 months from the date when the relevant proposal on this offering is deliberated and adopted by the general meeting of shareholders.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation 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 ten
3、 Issuing object and its relationship with the company thirteen
4、 Overview of this non-public offering fourteen
5、 The funds raised from this non-public offering of A-Shares are invested in sixteen
6、 Whether this issuance constitutes a connected transaction seventeen
7、 Does this issuance lead to changes in the company’s control VIII. The approval of this non-public offering plan and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds nineteen
1、 The use plan of the raised funds nineteen
2、 The basic information of the project invested by the raised funds nineteen
3、 The impact of this non-public offering on the company’s operation, management and financial situation thirty-two
4、 Conclusion Section III discussion and analysis of the board of directors on the impact of this non-public offering of A-Shares on the company 33 I. Changes in the company’s business, articles of association, shareholder structure, executives and business structure after this non-public offering
situation…… thirty-three
2、 Changes in the company’s financial position, profitability and cash flow after the issuance 34 III. business relationship, management relationship and related party transactions between the listed company and its controlling shareholders and their related parties
And horizontal competition 4. After the completion of this non-public offering, whether the funds and assets of the listed company are occupied by the controlling shareholders and their affiliates, or whether the listed company provides guarantees for the controlling shareholders and their affiliates thirty-five
5、 The impact of this issuance on the company’s liabilities thirty-five
6、 Risk description related to this issuance thirty-five
Section IV profit distribution forty-three
1、 The company’s profit distribution policy forty-three
2、 Specific implementation of cash dividends and profit distribution of the company in the last three years forty-five
3、 Shareholder return planning for the next three years (2020-2022) Section V analysis of the diluted immediate return of this non-public offering and the filling measures taken forty-nine
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators forty-nine
2、 Explanation on the necessity and rationality of this non-public offering of shares fifty-one
3、 The relationship between the investment project of the raised funds and the existing business of the company fifty-two
4、 The company’s reserves in personnel, technology, market and other aspects in the implementation of raised investment projects fifty-three
5、 Measures taken by the company to dilute the immediate return of this offering Vi. measures to ensure that the company’s non-public offering of shares to fill the diluted immediate return can be effectively implemented
Relevant commitments of the bank fifty-six
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
Chongqing Sokon Industry Group Stock Co.Ltd(601127) / issuer / company / refers to Chongqing Sokon Industry Group Stock Co.Ltd(601127)
Our company
Xiaokang holding / controlling shareholder refers to Chongqing Xiaokang Holding Co., Ltd
Jinkang new energy refers to Chongqing Jinkang New Energy Automobile Co., Ltd
Dongfeng Xiaokang refers to Dongfeng Xiaokang Automobile Co., Ltd
Jinkang power refers to Chongqing Jinkang Power New Energy Co., Ltd
The reporting period refers to the period from January 1, 2018 to September 30, 2021
China automobile association refers to China Automobile Industry Association
A car designed and manufactured mainly for carrying passengers and their carry on luggage or temporary items, including the driver’s seat, with a maximum of 9 passenger car seats. It is subdivided into basic passenger cars (cars), multi-purpose vehicles (MPV), sports multi-purpose vehicles (SUV), special passenger cars and crossover passenger cars
In terms of design and technical characteristics, it is mainly used to transport people and goods. Commercial vehicles refer to and can tow trailers, including all trucks and buses with more than 9 seats
SUV refers to sport utility vehicles
MPV refers to multi purpose vehicles
EV means electric vehicle
De-i refers to pure electric drive extended range technology platform
EVR
