Securities code: 002815 securities abbreviation: Suntak Technology Co.Ltd(002815) Suntak Technology Co.Ltd(002815)
Suntak Technology Co., Ltd.
(207, unit C, building A3, Guangming Science Park, China Merchants Group, No. 3009, sightseeing Road, Guangming Street, Guangming New District, Shenzhen)
2022 non-public offering plan
January, 2002
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, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for its authenticity, accuracy and integrity.
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 company’s board of directors on this non-public offering of shares, and any statement inconsistent with it is a false statement.
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, approval or approval of the examination and approval authority on the 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 authority.
hot tip
1、 The matters related to this non-public offering of shares have been deliberated and adopted at the 18th meeting of the Fourth Board of directors of the company, and need to be deliberated and approved by the general meeting of shareholders and the CSRC.
2、 The total amount of funds raised by this non-public offering of shares does not exceed 2 million yuan (including this amount), which is intended to be used for the following items after deducting relevant issuance expenses:
Unit: 10000 yuan
Total investment amount of the investment project and the amount of raised funds to be invested
Zhuhai Chongda Circuit Technology Co., Ltd. newly built 365065.83 200000.00 road board project (phase II)
3、 The objects of this non-public offering are no more than 35 specific objects, including legal persons, natural persons or other legal investment organizations in accordance with laws and regulations. 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 and investment company is the issuing object, it can only subscribe with its own funds. After the issuance application is approved by the CSRC, the board of directors of the company will negotiate with the sponsor (lead underwriter) according to the bidding results in accordance with the authorization of the general meeting of shareholders and relevant regulations of the CSRC. The issuing object of this offering subscribes the shares of this non-public offering in RMB cash.
4、 The pricing benchmark date of this non-public offering is the first day of the issuance period. The issue price shall not be lower than 80% of the average stock trading price in the 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). The issue price is determined through bidding. The final issue price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the authorization of the general meeting of shareholders and the relevant provisions of the CSRC after the issuance application is approved by the CSRC. In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
5、 The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price of this non-public offering, and shall not exceed 30% of the total share capital of the company before this offering; According to the company’s total share capital of 875638601 shares as of September 30, 2021, the number of shares in this non-public offering does not exceed 262691580 shares (including this number). Within the above scope, the final issuance quantity shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the actual situation at the time of issuance according to the authorization of the general meeting of shareholders. The upper limit of the final issuance quantity shall be subject to the requirements of the approval documents of the CSRC. If the company’s shares are changed due to ex rights and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, the issuance quantity of this non-public offering will be adjusted accordingly according to the law.
6、 The shares subscribed by the object of this non-public offering of shares shall not be transferred within 6 months from the date of completion of the offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. The shares acquired from the non-public offering shares of the listed company obtained by the object of this issuance shall also comply with the above share locking arrangements due to the distribution of stock dividends, capital reserve conversion and other forms by the listed company. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
7、 After the completion of this non-public offering of shares, it will not lead to changes in the controlling shareholders and actual controllers of the company, and will not lead to the situation that the equity distribution of the company does not meet the listing conditions.
8、 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.
9、 For details of the company’s profit distribution and cash dividend policy and implementation in the last three years, and the company’s shareholder return plan for the next three years, see “section IV formulation and implementation of the company’s profit distribution policy and future shareholder return plan” in this plan.
10、 According to 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 (GBF [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) issued by the general office of the State Council, The company has formulated measures to fill the diluted immediate return after the non-public offering, and the controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the company’s measures to fill the return. For relevant measures and commitments, please refer to “section V description on matters related to the diluted immediate return of non-public offering” of this plan. At the same time, the company reminds investors to pay attention to the hypothetical analysis of the company’s main financial indicators in this plan, which does not constitute a profit forecast for the company. The company’s formulation of filling return measures does not guarantee the company’s future profits. Please pay attention to investment risks.
catalogue
interpretation…… Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering nine
3、 The object of this issuance and its relationship with the company fourteen
4、 Summary of the non-public offering plan fourteen
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company’s control 17 VII. Whether the issuance constitutes a major asset reorganization and whether the equity distribution of the company does not have a listing clause
Pieces Section II feasibility analysis of the board of directors on the application of the raised funds eighteen
1、 The use plan of the raised funds eighteen
2、 The situation, necessity and feasibility analysis of the project invested by the raised funds eighteen
3、 The impact of this issuance on the operation, management and financial status of the company twenty-two
4、 The feasibility conclusion of the use of the raised funds Section III discussion and analysis of the board of directors on the impact of this issuance on the company 24 I. business and assets of the company, articles of association, shareholder structure, senior management structure and industry after the issuance
Changes in business structure twenty-four
2、 Changes in the company’s financial position, profitability and cash flow 25 III. business relationship, management relationship, related party transactions and the same between the company and its controlling shareholders and their affiliates
Industry competition and other changes 25 IV. after the issuance, whether the company’s funds and assets are occupied by the controlling shareholders and their affiliates,
Or providing guarantee for the controlling shareholder and its affiliates twenty-six
5、 The impact of this issuance on the company’s debt structure twenty-six
6、 Risk description related to this issuance Section IV formulation and implementation of the company’s profit distribution policy and future shareholder return planning thirty-one
1、 The company’s profit distribution policy thirty-one
2、 Use of cash dividends and undistributed profits of the company in the last three years thirty-four
3、 The company’s shareholder return plan for the next three years (2022-2024) 35 Section V explanation on matters related to diluted immediate return of non-public offering forty
1、 Calculation of the impact of this non-public offering on the company’s main financial indicators forty
2、 Tips on the risk of diluting the immediate return of this non-public offering forty-two
3、 The necessity and rationality of this non-public offering 43 IV. The relationship between the project invested by the raised funds and the company’s existing business, and the company is engaged in the project invested by the raised funds
Reserves in personnel, technology and market forty-three
5、 The company’s specific measures to fill the dilution of the immediate return of this non-public offering Vi. controlling shareholders, actual controllers, directors and senior managers of the company’s non-public development
The bank’s commitment to diluting the immediate return and taking filling measures can be effectively fulfilled forty-six
7、 Procedures for consideration of filling measures and commitments for diluted immediate return of this offering forty-seven
interpretation
In this plan, unless the context otherwise requires, the following words and expressions have the following meanings: 1. General term interpretation: the company, the company, the issuer, listed company, Chongda refers to this issuance of Suntak Technology Co.Ltd(002815) technology, this non-public Suntak Technology Co.Ltd(002815) plans to issue shares to specific objects in the form of non-public issuance of shares, and this non-public refers to the issuance of shares
Plan. This plan refers to the plan for non-public offering of shares in Suntak Technology Co.Ltd(002815) 2022
Zhuhai Chongda refers to Zhuhai Chongda Circuit Technology Co., Ltd., a wholly-owned subsidiary of the company
The most recent three years and the first issue refer to 2018, 2019, 2020 and January September 2021
Reporting period
The last three years refer to 2018, 2019 and 2020
General meeting means Suntak Technology Co.Ltd(002815) general meeting of shareholders
Board of directors means the Suntak Technology Co.Ltd(002815) board of directors
Board of supervisors refers to the Suntak Technology Co.Ltd(002815) board of supervisors
The articles of association refers to the articles of association in force at Suntak Technology Co.Ltd(002815)
The controlling shareholder refers to Mr. Jiang Xuefei
Actual controllers refer to Mr. Jiang Xuefei and Ms. Zhu Xuehua
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
A shares refer to ordinary shares listed on domestic stock exchanges, with par value indicated in RMB, subscribed and traded in RMB
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
2、 Interpretation of professional terms
Printed circuit board refers to the printed circuit board that forms point-to-point connection / PCB connecting wires and printed components on the insulating substrate according to the predetermined design
Double sided board refers to a PCB with conductive patterns on both sides of an insulating substrate
Multilayer board refers to a PCB with four or more layers of conductive patterns, and the number of layers is usually even
High level board refers to PCB with 8 or more layers
Rigid board refers to the printed circuit board made of rigid substrate with certain strength and toughness
Rigid flexible sector refers to the combination of rigid sector and flexible sector, which can not only provide the support of rigid sector, but also have the bending of flexible sector
Flexible board, flexible board, refers to the printed circuit board FPC which is made of flexible substrate and has certain flexibility
High density interconnection refers to high density interconnection between PCB circuits and HDI boards. It usually refers to the multilayer board with line width / line distance less than 0.1mm, small through hole diameter less than 0.15mm, and containing blind holes and buried holes
Copper clad laminate, copper sector refers to a kind of reinforced material, impregnated with resin adhesive, covered with copper foil and formed under high temperature and high pressure in a hot press
