Announcement Date:2015-06-18
Baoding Heavy Industry Co., Ltd
Preliminary plan for a non-public offering of shares in 2015
June 2015
Company Statement
1. The company and all members of the board of directors guarantee that the content of the plan is true, accurate and complete, and confirm that there are no false records, misleading statements or material 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 risks caused by the non-public issuance of 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 issuance of shares, and any statement to the contrary is a misrepresentation.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisors if they have any questions.
5. The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the approval authority on the matters related to the non-public issuance of shares, and the entry into force and completion of the matters related to the non-public issuance of shares described in this plan are subject to the approval or approval of the relevant approval authorities.
Special tips
1. The matters related to the non-public issuance of shares were deliberated and approved by the 18th meeting of the second board of directors of the company on June 16, 2015. According to the Company Law, the Securities Law, the Measures for the Administration of securities issuance by Listed Companies and other relevant laws, regulations and normative documents, the non-public issuance of A-share shares is subject to the approval of the company's shareholders' general meeting and the approval of the China Securities Regulatory Commission.
2. The pricing basis date of the issuance of shares is the announcement date of the resolution of the eighteenth meeting of the second board of directors of the company. The issue price is the average trading price of the stock in the 20 trading days before the pricing benchmark date, that is, 12.73 yuan per share. If the company's shares have dividends, stock transfers, capital reserve funds to increase the share capital and other ex-dividend events between the pricing basis and the issuance date, the issue price will be adjusted.
3. The number of shares in the non-public offering is 78,554,598 shares, and the issuance target is eight specific investors, of which Baoding Wanqi subscribes for 8,248,233 shares, Cinda-Baoding Growth No. 1 Directional Asset Management Plan subscribes for 7,462,687 shares, Haitong-Baoding Growth No. 2 Collective Asset Management Plan subscribes for 15,710,919 shares, Jiang Yimin subscribes for 15,710,919 shares, and Liu Xuegen, Yang Jinhua, Xin Jun, Chen Jingyu and other four natural persons subscribe for 7 each. 855,460 shares. The subjects of this non-public offering have signed the "Conditionally Effective Non-Public Offering Share Subscription Agreement" with the Company. If the company's shares have dividends, stock transfers, capital reserve fund conversion into share capital increases, etc. between the pricing basis and the issuance date, the number of shares to be issued will be adjusted accordingly.
All of the above-mentioned subscription targets subscribe for the non-public offering in cash, and the shares subscribed by them shall not be transferred for a period of 36 months from the date of closing of the offering.
4. Among the subscription objects, Baoding Wanqi is the shareholder of the company, the principal of Baoding Growth No. 1 is the first phase of the company's employee stock ownership plan, some of the principals of Baoding Growth No. 2 are the managers and core technical personnel of the company and its subsidiaries, and Mr. Jiang Yimin is the chairman of the company's shareholding company Yisheng (Tianjin) Technology Co., Ltd. The above subscription objects constitute an affiliation with the company, and its subscription to the company's non-public issuance of shares constitutes a related party transaction.
5. After the completion of this non-public offering of shares, the controlling shareholder and actual controller of the company will not change.
6. The implementation of the non-public issuance of shares will not lead to the company's equity distribution not meeting the listing conditions.
directory
Company Statement... 2
Special note... 3
directory...... 5
paraphrase...... 7
Section 1 Summary of the Non-Public Offering Of Shares... 9
First, the basic situation of the issuer... 9
2. Background and purpose of this non-public offering... 9
3. The object of the offering and its relationship with the company... 11
Fourth, the non-public offering plan... 11
5. Whether the offering constitutes a related party transaction... 14
6. Whether the offering will result in a change in the control of the company... 15
7. The procedures for the issuance plan are still to be submitted for approval... 15
Section 2 Basic Information of the Objects of Issuance... 17
First, Baoding Wanqi Group Co., Ltd. ...... 17
Second, Cinda-Baoding Growth No. 1 directional asset management plan...... 20
Third, Haitong-Baoding Growth No. 2 collective asset management plan...... 21
Fourth, Mr. Jiang Yimin... 22
V. Mr. Liu Xuegen... 22
6. Mr. Yang Jinhua... 23
7. Mr. Xin Jun... 24
8. Ms. Chen Jingyu... 25
Section 3 Summary of the Subscription Agreement for the Non-Public Offering of Shares with Conditional Effect... 26
I. Summary of the conditionally effective non-public share subscription agreement signed between the Company and Baoding Wanqi... 26
Second, Cinda-Baoding Growth No. 1 directional asset management plan...... 28
Third, Haitong-Baoding Growth No. 2 collective asset management plan...... 30
4. Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun, Chen Jingyu... 33
Section 4 Feasibility Analysis of the Board of Directors on the Use of the Raised Funds... 36
First, the use of the funds raised plan... 36
Second, the investment direction of the raised funds is analyzed... 36
3. The impact of this non-public offering on the company's operation and management and financial situation... 42
Section 5 Analysis of the Board of Directors on the Impact of the Offering on the Company... 43
First, the company's business, articles of association, shareholder structure, executive structure, business structure changes... 43
2. Changes in the company's financial position, profitability and cash flow after the issuance... 44
3. Changes in the business relationship, management relationship, related party transactions and competition between the company and the controlling shareholder and its affiliates after the issuance.................. 45
4. After the completion of this offering, whether the company has funds and assets occupied by the controlling shareholder and its affiliates, or whether the company has provided guarantees for the controlling shareholders and their affiliates....... 45
V. The impact of this offering on the company's liabilities... 46
6. Description of the risks associated with this offering... 46
paraphrase
In this plan, unless otherwise otherwise referred to, the following abbreviations have the following meanings:
Abbreviation Interpretation
Issuer, Company, Baoding Heavy Industry refers to Baoding Heavy Industry Co., Ltd
This offering, this non-public offering Baoding Heavy Industry intends to issue shares to a specific pair in the form of a non-public offering of shares
finger
Shares, this non-public offering is like the issuance of shares.
This plan refers to the non-public issuance of shares of Baoding Heavy Industry Co., Ltd
Board of Directors refers to the Board of Directors of Baoding Heavy Industry Co., Ltd
Shareholders' Meeting refers to the shareholders' meeting of Baoding Heavy Industry Co., Ltd
Baoding Wanqi refers to Baoding Wanqi Group Co., Ltd
Yuanding Investment refers to Hangzhou Yuanding Investment Management Co., Ltd
Shanghai Fuyu refers to Shanghai Fuyu New Material Technology Co., Ltd
Fuyu (Zhangjiagang) New Material Technology Co., Ltd. is the son of Shanghai Fuyu
Fuyu Zhangjiagang refers to the company
Cinda Securities refers to Cinda Securities Co., Ltd
Haitong Asset Management refers to Shanghai Haitong Securities Asset Management Co., Ltd
Baoding Growth No. 1 refers to the Cinda-Baoding Growth No. 1 directional asset management plan
Baoding Growth No. 2 refers to the Haitong-Baoding Growth No. 2 collective asset management plan
Pricing Benchmark Date refers to the date of the announcement of the Board resolution to consider the non-public offering of shares
Offshore products refer to the parts and components products of offshore oil drilling platforms and surrounding ships
It refers to the crystal structure with uniform micropores, its pore size and general points
A class of substances of comparable sub-size. Molecular sieves are widely used,
Molecular sieve refers to high efficiency desiccant, selective adsorbent, catalyst, ion
Exchangers and special functional materials, etc.
ZSM-5 is one of the ZSM series molecular sieves, and the ZSM molecular sieve is beautiful
A series of artificial inventions invented by Guo mobel in the 1960s and 1970s
Synthesis of different structures of high silicon aluminum specific zeolite molecular sieves, that is, the second generation of boiling
The number of stone molecular sieves, ZSM- after the number was the company's test at the time
ZSM-5 molecular sieve refers to the number, the number is different, its crystal structure and micropore size are not the same
same. The ZSM-5 is a three with straight channels and sinusoidal bending channels
A new structure of dimensional cross-sectional high silica zeolite zeolite molecular sieve, molecularly in the ZSM series
The sieve has the widest application area and the largest amount.
SAPO molecular sieve refers to the silicon aluminum phosphate molecular sieve, that is, the third generation of crystalline molecular sieve
In the chemical reaction, the chemical reaction rate of the reactants can be changed without changing
Catalyst refers to chemical equilibrium, and its own mass and chemical properties before the chemical reaction
After none of the substances have changed.
Solids that can efficiently adsorb some of these components from gases or liquids
Adsorbent refers to a substance.
Company Law means the Company Law of the People's Republic of China
Securities Law means the Securities Law of the People's Republic of China
Articles of Association refers to the Articles of Association of Baoding Heavy Industry Co., Ltd
China Securities Regulatory Commission means China Securities Regulatory Commission
Shenzhen Stock Exchange refers to the Shenzhen Stock Exchange
Yuan, 10,000 yuan, 100 million yuan refers to rmb, 10,000 yuan, 100 million yuan
Section 1: Summary of the non-public offering of shares
1. The basic situation of the issuer
Chinese: Baoding Heavy Industry Co., Ltd
Company name
English: BoadingHeavyIndustryCO.,Ltd
The stock is abbreviated as Baoding Heavy Industry
Ticker symbol 002552
Listed on the Shenzhen Stock Exchange
Legal representative Zhu Baosong
Secretary of the Board of Directors Wu Jianhai
The registered capital is 300 million yuan
Registered address In the industrial park of Tangqi Town, Yuhang District, Hangzhou
Office address In the industrial park of Tangqi Town, Yuhang District, Hangzhou
Date of Establishment March 25, 1999
First available on February 25, 2011
Phone 0571-86319217
Fax 0571-86319217
Postal code 311106
Company mailbox [email protected]
Company website http://www.bd-zg.com
2. The background and purpose of this non-public offering
1. Background of this non-public offering
Since 2014, the company's downstream ship market demand is still relatively sluggish, and the contradiction of overcapacity is prominent.
However, compared with 2013, with the support of national policies such as eliminating old ships, with the increase in the number of newly started ships, China's ship supporting industry has experienced recovery growth.
In view of the complex business form of the ship market, on the one hand, the company seizes the opportunity of the recovery of the ship supporting industry, makes full use of its own advantages, actively innovates the sales model, strengthens the sales force, and relies on the company's first-mover advantage in the ship power accessories market to further develop new customers; on the other hand, it actively expands the main business product categories and lays out offshore products. Due to the impact of oil prices in the international market, the offshore market in 2014 was frustrated, but in the long run, marine resource exploitation is still an important direction for future development, with the gradual rise of China's offshore products in the international market share, it is expected that the offshore industry will continue to develop in China, and the short-term downturn in the offshore market will be a good time for the company to lay out the offshore field.
In order to explore new profit growth points, the company actively expands emerging industries and promotes the transformation and upgrading of industries. Through the acquisition of Shanghai Fuyu, the company lays out the research and application of new materials, and promotes the optimization of product structure and the transformation and upgrading of the industry. Shanghai Fuyu is mainly engaged in the field of new materials, energy and chemical industry, environmental protection in the field of technology development, its material chemistry and crystallography methods of production of sub-micron level super sub-sieves, broadening the application field of molecular sieves, and through the innovation of production processes, greatly reduced the cost of high-performance molecular sieves, products in the chemical and environmental protection industry has a high cost performance and strong competitiveness. Its main product ZSM-5 molecular sieve and its application have been industrialized, SAPO series molecular sieves and a variety of adsorbents used in the environmental protection industry also have the conditions for industrialization.
2. The purpose of this non-public offering
Part of the funds raised from the non-public offering of shares will be used to build a catalyst project with an annual output of 5,000 tons of Fuyu (Zhangjiagang) New Material Technology Co., Ltd. Upon completion of the project, the company will have an annual production capacity of 5,000 tons of catalysts, including 3,000 tons/year of MTP catalyst powder, 1,000 tons/year of MTP catalysts and 1,000 tons/year of nanoporous silicon molecular sieve catalysts.
After the completion of the project, Fuyu Zhangjiagang will become the main production base of the company's molecular sieve catalyst products, fundamentally reversing the situation that Shanghai Fuyu cannot meet the downstream market demand due to limited production capacity, and the technical strength is difficult to give full play to, and the advantages of Shanghai Fuyu's products and market resources will be fully reflected. The company's promotion of the new materials business will make substantial progress, its products will soon be put on the market on a large scale, and the research and application of new materials are expected to become a new profit growth point for the company.
In order to meet the capital needs of the company in the process of promoting the transformation and upgrading strategy, the company intends to supplement the working capital through the non-public issuance of shares, optimize the capital structure, maintain the health and stability of the company's financial situation, and improve the company's profitability.
3. The object of issuance and its relationship with the company
The non-public offering is aimed at eight specific investors, including Baoding Wanqi, Baoding Growth No. 1, Baoding Growth No. 2, and five natural persons, Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun and Chen Jingyu.
Among them, Baoding Wanqi is the shareholder of the company, the principal of Baoding Growth No. 1 is the first phase of the company's employee stock ownership plan, some of the principals of Baoding Growth No. 2 are the managers and core technical personnel of the company and its subsidiaries, and Mr. Jiang Yimin is the chairman of the company's shareholding company, Yisheng (Tianjin) Technology Co., Ltd., and the above-mentioned subscription objects form an associated relationship with the company.
In addition, the other four natural person subscription targets have no relationship with the company.
4. The non-public offering plan
(1) The type and par value of the shares to be issued
The shares to be issued are DOMESTICALLY LISTED RMB ORDINARY SHARES (A Shares) with a par value of RMB1 per share.
(2) Method of issuance
The offering was made through a non-public offering to specific investors and was implemented within 6 months of the csrcover's approval.
(3) The object of issuance and the method of subscription
The non-public offering of shares was to Baoding Wanqi, Baoding Growth No. 1, Baoding Growth No. 2 and eight specific investors, including Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun and Chen Jingyu. All of the subjects of this non-public offering are subscribed for the Company's shares in this private offering in cash at the same price.
(4) Issue price and pricing method
The pricing base date of the offering is the announcement date of the resolution of the eighteenth meeting of the second board of directors of the company held on June 16, 2015, and the issue price is the average trading price of the shares in the 20 trading days before the pricing benchmark date, that is, 12.73 yuan per share.
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.
If the Company's stock is subject to ex-dividend or ex-dividend events such as dividends, stock transfers, conversion of capital reserves into increased share capital between the pricing basis date and the issue date, the issue price will be adjusted accordingly.
(5) The number of issues
The private offering number is 78,554,598 shares. The actual number of shares to be issued is subject to the number of shares finally approved by the CSRC. According to the "Conditionally Effective Non-Public Offering Share Subscription Agreement" signed between the issuer and the company, the subscription status of the offering object is as follows based on the issue price:
The subscription of shares is completed
Sequence Number of shares subscribed Amount subscribed
Issuance object accounted for the post-issuance listing and holding the listed public
No. (Shares) (Million Rmb)
Company Shareholding Ratio Division Shareholding Ratio
1 Baoding Wanqi Group Co., Ltd. 8,248,233 10,500 2.18% 8.12%
Cinda-Baoding Growth No. 1
2 Targeted Asset Management Plan 7,462,687 9,500 1.97% 1.97%
Haitong-Baoding Growth No. 2
3 Pooled Asset Management Plan 15,710,919 20,000 4.15% 4.15%
4 Jiang Yimin 15,710,919 20,000 4.15% 4.15%
5 Liu Xuegen 7,855,460 10,000 2.08% 2.08%
6 Yang Jinhua 7,855,460 10,000 2.08% 2.08%
7 Xin Jun 7,855,460 10,000 2.08% 2.08%
8 Chen Jingyu 7,855,460 10,000 2.08% 2.08%
Total 78,554,598 100000 20.75% 26.69%
Note: Mantissa differences are due to rounding.
(6) Restriction period arrangement
The shares subscribed to by the subject of the offering shall not be transferred for a period of thirty-six months from the date of closing of the offering.
(7) The purpose of the funds raised
The total amount of funds raised in this non-public offering of shares shall not exceed 100,000 yuan, which will be used to invest in the construction of Fuyu (Zhangjiagang) New Material Technology Co., Ltd. with an annual output of 5,000 tons of catalyst projects and supplement the company's working capital after deducting the issuance expenses.
(8) Arrangements for rolling over undistributed profits
The undistributed profits rolled over by the Company at the time of the Offering shall be jointly enjoyed by the new and old shareholders of the Company after the completion of the Private Offering.
(9) Place of listing
After the expiration of the lock-up period of the non-public offering, it will be listed and traded on the Shenzhen Stock Exchange.
(10) The validity period of the resolution of this non-public offering
The resolution of the private offering is valid for 12 months from the date of deliberation and approval by the general meeting of shareholders of the Company.
5. Whether the offering constitutes a related party transaction
The non-public offering is for Baoding Wanqi, Baoding Growth No. 1, Baoding Growth No. 2, and five natural persons, Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun and Chen Jingyu.
Among them, Baoding Wanqi is the shareholder of the company, the principal of Baoding Growth No. 1 is the company's first phase of the employee stock ownership plan, some of the principals of Baoding Growth No. 2 are the managers and core technical personnel of the company and its subsidiaries, and Mr. Jiang Yimin is the chairman of the company's shareholding company, Yisheng (Tianjin) Technology Co., Ltd., the above-mentioned subscription objects constitute a related party relationship with the company, and its subscription to the company's non-public issuance of shares constitutes a related party transaction.
In accordance with the relevant provisions of laws and regulations and the articles of association of the company, the independent directors of the company have expressed independent opinions on the related party transactions involved in the non-public issuance of shares, and when the board of directors deliberated on the "Proposal on the Company's 2015 Non-public Issuance of Shares Plan" and other relevant proposals, the affiliated directors recused themselves from voting and were voted by the non-affiliated directors; when the relevant proposals were submitted to the shareholders' general meeting for consideration, the affiliated shareholders would also recuse themselves from voting.
In addition, the other four natural person subscription targets have no related relationship with the Company, and their subscription to the Company's non-public issuance of shares does not constitute a related party transaction.
6. Whether the offering has led to a change in the control of the company
As of the date of the announcement of this plan, the actual controller Zhu Baosong and his co-actors directly and indirectly control the proportion of Baoding Heavy Industry shares in a total of 73.5%. Among them: Zhu Baosong and his co-actors Zhu Lixia and Qian Yuying directly held 34,000,000 shares, 98,500,000 shares and 43,000,000 shares respectively, holding a total of 175,500,000 shares, with a total shareholding ratio of 58.5%; Zhu Baosong and his co-actor Zhu Lixia controlled 22,500,000 shares of Baoding Heavy Industry through Baoding Wanqi, with an equity ratio of 7.5%; Zhu Baosong and his co-actor Zhu Lixia, Qian Yuying controls 22,500,000 shares of Baoding Heavy Industry through Yuanding Investment, with an equity ratio of 7.5%.
After the offering, the company will increase 78,554,598 restricted shares, and the proportion of shares directly and indirectly controlled by Zhu Baosong and his co-actors in the listed company will be changed to 60.43%. Among them: Zhu Baosong and his co-actors Zhu Lixia and Qian Yuying directly held a total of 175,500,000 shares of the company, and the total shareholding ratio was changed to 46.36%; Zhu Baosong and his co-actor Zhu Lixia changed the shares of Baoding Heavy Industry to 30,748,233 shares through Baoding Wanqi, and the equity was changed to 8.12%; Zhu Baosong and his co-actors Zhu Lixia and Qian Yuying controlled 22,500,000 shares of Baoding Heavy Industry through Yuanding Investment. The shareholding ratio was changed to 5.95%.
This offering will not result in a change of control of the Company.
7. The issuance plan is still subject to the procedures for submission and approval
The offering has been held for the eighteenth time of the Company's second board of directors held on June 16, 2015
The deliberation and approval of the meeting is subject to the approval of the company's general meeting of shareholders and the approval of the China Securities Regulatory Commission. After obtaining the approval of the China Securities Regulatory Commission, the Company will apply to the Shenzhen Stock Exchange and the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for the issuance and listing of shares and perform the relevant registration procedures.
Section 2: Basic Information of The Objects of Issuance
The non-public offering of shares was to a total of eight specific investors, including Baoding Wanqi, Baoding Growth No. 1, Baoding Growth No. 2, Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun and Chen Jingyu.
1. Baoding Wanqi Group Co., Ltd
(1) Basic information
Company Name: Baoding Wanqi Group Co., Ltd
Company residence: No. 48, Xinjie, Tangqi Town, Yuhang District, Hangzhou
Legal representative: Song Liang
Registered capital: Wu Qian zero pick up 10,000 yuan
Date of establishment: September 9, 2008
Business scope: licensed business projects: none; general business projects: industrial investment, asset management; domestic advertising agency, publishing (except media and network); sales; mineral products, steel. (The above business scope does not include projects prohibited, restricted and licensed by national laws and regulations.) )
(2) Structure chart of equity and control relationship
As of the date of this plan, the shareholding structure of Baoding Wanqi and the enterprises controlled by Baoding Wanqi are as follows:
In addition to holding equity in listed companies and the above-mentioned subsidiaries, Baoding Wanqi has no other holding and shareholding enterprises.
(3) The development status and operating results of the main business in the past three years
Baoding Wanqi is mainly engaged in industrial investment, asset management, advertising agency and release and other businesses, and the main operating results in the past three years are as follows:
Unit: 10,000 yuan
Project 2012 2013 2014
Operating income -- -- 956.68
Operating profit 161.12 87.92 96.30
Net profit 161.10 87.92 95.35
Note: The 2012 data is quoted from the "Baoding Wanqi 2012 Audit Report" (Hangzhou Tianchen Zhenzi (2013) No. 0304), and the data for 2013 and 2014 are unaudited.
(4) Brief financial statements for the most recent year
Item December 31, 2014
Total assets 26,178.02
Total liabilities 18,121.28
Owner's equity 8,056.74
Project 2014
Operating income 956.68
Operating profit 96.30
Net profit 95.35
Note: The above data is unaudited.
(5) An explanation that the issuer and the principal responsible person have not been punished in the past 5 years
Baoding Wanqi and its directors, supervisors and senior management personnel have not been subject to administrative penalties (except for those that are obviously unrelated to the securities market), criminal penalties in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.
(6) Inter-industry competition and related party transactions after the completion of this offering
After the completion of this offering, the business engaged in by Baoding Wanqi and its controlled subsidiaries will not result in new related party transactions and inter-industry competition or potential inter-industry competition with the Company's business.
(7) The major transactions between the company and the issuer and its controlling shareholder and actual controller in the 24 months prior to the disclosure of the issuance plan
In the 24 months prior to the disclosure of the offering plan, there were no major transactions between Baoding Wanqi and Baoding Heavy Industry and its controlling shareholders and actual controllers.
2. Cinda-Baoding Growth No. 1 Directional Asset Management Plan
(1) The basic situation of the manager
Name: Cinda Securities Co., Ltd
Address: Building 1, No. 9 Courtyard, DowntownKou Street, Xicheng District, Beijing
Legal representative: Zhang Zhigang
Date of establishment: September 4, 2007
Registered capital: 2,568.7 million yuan
Business Scope: Licensed Business Scope: Securities Brokerage; Securities Investment Consulting; Financial Advisory Related to Securities Trading and Securities Investment Activities; Securities Underwriting and Sponsorship; Securities Proprietary Operation; Securities Asset Management; Margin Financing Business; Consignment Sales of Financial Products Business. General business items: None.
(2) The basic situation of the asset management plan
Baoding Growth No. 1 was established and managed by Cinda Securities entrusted by Baoding Heavy Industry Phase I Employee Stock Ownership Plan to invest in the non-public issuance of shares of Baoding Heavy Industry, the number of subscriptions was 7,462,687 shares, the subscription amount was 95 million yuan, there was no structured design such as grading, and there was no support for the subscription funds of the employee stock ownership plan by means of borrowing, guaranteeing and other means of the company, the actual controller of the company and the enterprise controlled by the actual controller. There is no relevant arrangement for Baoding Growth No. 1 and its client to act in concert with the actual controller of the company.
(3) Concise financial statements
Baoding Growth No. 1 has not yet been established, so there are no financial statements.
3. Haitong-Baoding Growth No. 2 Collective Asset Management Plan
Name: Shanghai Haitong Securities Asset Management Co., Ltd
Address: Unit 01-12, 32nd Floor, No. 689 Guangdong Road, Huangpu District, Shanghai
Legal representative: Pei Changjiang
Date of Establishment: June 26, 2012
Registered capital: 1200 million yuan
Business scope: securities asset management business. 【Projects that require approval according to law can only carry out business activities after approval by relevant departments】
Baoding Growth No. 2 was established and managed by Shanghai Haitong Securities Asset Management Co., Ltd., all the funds raised were used to subscribe for the shares in this non-public offering, the number of subscriptions was 15,710,919 shares, the subscription amount was 200 million yuan, there was no structural design such as grading, and there was no act of the company, the actual controller of the company and the enterprise controlled by the actual controller to provide support for the subscription funds of Baoding Growth No. 2 client by means of borrowing and guarantee, etc. There is no relevant arrangement for Baoding Growth No. 2 and its client to act in concert with the actual controller of the company.
Baoding Growth No. 2 has not yet been established, so there are no financial statements.
4. Mr. Jiang Yimin
Mr. Jiang Yimin, resident ID number 1101**********5455, is located in Building 2, No. 33 North Fourth Ring Middle Road, Chaoyang District, Beijing. From January 2011 to April 2014, he served as the executive president and director of Hangzhou Fuming Environmental Technology Co., Ltd., the deputy general manager of Maoming Petrochemical Shihua Co., Ltd. since April 2014, and the chairman of Yisheng (Tianjin) Technology Co., Ltd. since December 2014. Mr. Jiang Yimin has no holding company.
(2) Explanation that no penalty has been imposed in the last 5 years
Mr. Jiang Yimin has not received administrative penalties (except for those that are obviously unrelated to the securities market) or criminal penalties in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.
(3) The material transactions between Mr. Jiang Yimin and the listed company in the 24 months prior to the disclosure of the non-public offering plan
In the 24 months prior to the disclosure of the non-public offering plan, there was no material transaction between Mr. Jiang Yimin and Baoding Heavy Industry.
5. Mr. Liu Xuegen
Mr. Liu Xuegen, resident ID number 3101**********2810, residence is: No. 46, Lane 1902, Zhenbei Road, Putuo District, Shanghai. Legal representative of Shanghai Xunfeng Business Consulting Office.
(2) The basic situation of the main holding enterprise
Company name Main business scope Shareholding ratio
Shanghai Xunfeng Business Consulting Office Business Information Consulting 100%
(3) An explanation that no punishment has been imposed in the last 5 years
Mr. Liu Xuegen has not received administrative penalties (except for those that are obviously unrelated to the securities market), criminal penalties, and has not been involved in major civil litigation or arbitration related to economic disputes in the past five years.
(4) The material transactions between Mr. Liu Xuegen and the listed company in the 24 months prior to the disclosure of the non-public offering plan
In the 24 months prior to the disclosure of the non-public offering, there was no material transaction between Mr. Liu Xuegen and Baoding Heavy Industry.
6. Mr. Yang Jinhua
Mr. Yang Jinhua, resident ID number 3101**********2819, residence is: Lane 459, Zhijiang Middle Road, Zhabei District, Shanghai. Since April 2007, he has served as the legal representative of Shanghai Qi Ji Lin De Advertising Co., Ltd., and since September 2014, he has served as a supervisor of Shanghai Baozan Investment Management Co., Ltd.
Shanghai Qi Ji Lin De Advertising Co., Ltd. Design, production, release, agency of various types of advertising 60%
Shanghai Baozan Investment Management Co., Ltd. Investment Management, Asset Management, Venture Capital 50%
Mr. Yang Jinhua has not received administrative penalties (except for those that are obviously unrelated to the securities market), criminal penalties, and has not been involved in major civil litigation or arbitration related to economic disputes in the past five years.
(4) The material transactions between Mr. Yang Jinhua and the listed company in the 24 months prior to the disclosure of the non-public offering plan
In the 24 months prior to the disclosure of the non-public offering, there was no material transaction between Mr. Yang Jinhua and Baoding Heavy Industry.
7. Mr. Xin Jun
Mr. Xin Jun, ID number 3706**********6012: The residence is Building 1, Haitian Celebrity Plaza, Laishan District, Yantai City, Shandong Province. Since June 2000, he has been the chairman of Xianglong Enterprise Group Co., Ltd.
Xianglong Enterprise Group invests in its own assets and consults services, and manages its own assets
90%
Co., Ltd. sales of mineral products, import and export of goods and technology.
In the past five years, Mr. Xin Jun has not received administrative penalties (except for those that are obviously unrelated to the securities market), criminal penalties, and has not been involved in major civil litigation or arbitration related to economic disputes.
(4) Between Mr. Xin Jun and the listed company in the 24 months prior to the disclosure of the non-public offering plan
Significant transactions
In the 24 months prior to the disclosure of the non-public offering plan, there was no major transaction between Mr. Xin Jun and Baoding Heavy Industry.
8. Ms. Chen Jingyu
Ms. Chen Jingyu, resident ID number: 4401************0328, residence: Nanshan Pavilion, No. 30, Industrial Seventh Road, Nanshan District, Shenzhen, Guangdong Province. Ms. Chen Jingyu has no holding company.
Ms. Chen Jingyu has not received administrative penalties (except for those that are obviously unrelated to the securities market), criminal penalties, and has not been involved in major civil litigation or arbitration related to economic disputes in the past five years.
(3) The material transactions between Ms. Chen Jingyu and the listed company in the 24 months prior to the disclosure of the non-public offering plan
In the 24 months prior to the disclosure of the non-public offering, there was no material transaction between Ms. Chen Jingyu and Baoding Heavy Industries.
Section 3 Summary of the Subscription Agreement for The Non-Public Offering of Shares with Conditional Effect
On June 16, 2015, the Company signed a non-public share subscription agreement with Baoding Wanqi, Cinda Securities (on behalf of Cinda-Baoding Growth No. 1 Directional Asset Management Plan), Haitong Asset Management (on behalf of Haitong-Baoding Growth No. 2 Collective Asset Management Plan), Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun and Chen Jingyu, with conditional effect, the main contents of which are as follows:
1. Summary of the conditionally effective non-public share subscription agreement signed between the Company and Baoding Wanqi
(1) The subject of the agreement and the time of signing
Party A (issuer): Baoding Heavy Industry Co., Ltd
Party B (Subscriber): Baoding Wanqi Group Co., Ltd
(2) Share subscription
1. Subscription price
The subscription price is the average trading price of Party A's shares in the 20 trading days before the benchmark date of the non-public offering pricing basis, that is, 12.73 yuan per share, as confirmed by the 18th meeting of the second board of directors of the company held on June 16, 2015.
If the stock is ex-rights or ex-dividend between the pricing basis and the issue date, the issue price will be adjusted accordingly.
2. Subscription quantity
Party B intends to subscribe for 8,248,233 shares in this offering for a subscription amount of RMB105 million.
3. Subscription method and payment method
Party B subscribes in cash. Party A will choose an appropriate time to implement the offering within the validity period of obtaining the csrcovery approval documents for the offering, after Party A decides to implement the offering, Party B will transfer the subscription price in cash to the account designated by the sponsor institution within the prescribed payment period, and Party A will promptly register the securities for Party B with the Shenzhen Stock Exchange and the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. in accordance with the relevant regulations.
4. Limited sale period
Upon completion of the Private Offering, all Shares subscribed for by the Subject of the Offering shall not be transferred for a period of thirty-six months from the date of closing of the Offering.
(3) The conditions for the entry into force of the agreement
This Agreement shall enter into force after it has been signed by both Parties A and B and the following conditions have been met:
1. The non-public offering was deliberated and approved by the board of directors of Party A;
2. The non-public offering was approved by the shareholders' general meeting of Party A;
3. The board of directors and the general meeting of shareholders of Party A shall deliberate and approve the proposal of the non-public share subscription agreement signed by both parties with conditional effect
4. The non-public offering was approved by the China Securities Regulatory Commission.
After this Agreement comes into effect, it shall constitute a binding text between Party A and Party B regarding the subscription of shares
item.
(4) Liability for breach of contract
Failure of one party to comply with or perform the agreement, obligation or responsibility, representation or warranty under this Agreement shall constitute a breach of contract and the breaching party shall pay liquidated damages to the other party as compensation. If the liquidated damages are still insufficient to compensate for the losses of the other party, the breaching party shall be further responsible for compensating until the direct losses suffered by the other party are compensated as a result.
After this Agreement comes into effect, if Party B fails to subscribe for shares in full in accordance with this Agreement, Party B shall pay Party A a liquidated damages, which shall be 10% of the total price of Party B's unsubscribed shares.
If a party materially violates any provision of this Agreement and, within 30 days after the breaching party gives written notice to the breaching party requesting the breaching party to take immediate action to remedy such breach, the breaching party fails to remedy such breach, the breaching party may give written notice to the breaching party to terminate this Agreement and require the breaching party to compensate the breaching party for the losses suffered as a result.
Party B (Subscriber): Cinda Securities Co., Ltd. (on behalf of Cinda-Baoding Growth No. 1 Directional Asset Management Plan)
The subscription price is the average trading price of Party A's shares in the 20 trading days before the 20 trading days before the 20 trading days before the 18th meeting of the second board of directors of the company, that is, 12.73 yuan per share. If Party A's shares are ex-rights or ex-dividend between the pricing basis date and the issue date, the issue price will be adjusted accordingly.
Party B intends to subscribe for 7,462,687 shares in this offering for a subscription amount of RMB95 million.
3. The non-public offering was approved by the China Securities Regulatory Commission;
4. Cinda-Baoding Growth No. 1 Directional Asset Management Plan was established.
After this Agreement comes into effect, it constitutes a binding document between Party A and Party B regarding the subscription of shares.
A party's failure to comply with or perform the agreements, obligations or responsibilities, representations or warranties under this Agreement constitutes a breach of contract and the breaching party shall be liable to compensate the other party for the losses suffered as a result.
If Party B fails to subscribe for shares in full due to the first phase of the employee stock ownership plan of the principal Baoding Heavy Industry Co., Ltd., the first phase of the employee stock ownership plan of the principal Baoding Heavy Industry Co., Ltd., the principal Baoding Heavy Industry Co., Ltd., shall pay a liquidated damages to Party A, and the amount of liquidated damages shall be 10% of the total price of the unsubscribed shares, and such liquidated damages may be paid by Party B in the property of the Cinda-Baoding Growth No. 1 Directional Asset Management Plan.
Party B (Subscriber): Shanghai Haitong Securities Asset Management Co., Ltd. (on behalf of Haitong-Baoding Growth No. 2 Collective Asset Management Plan)
Party B intends to subscribe for 15,710,919 shares in this offering for a subscription amount of RMB200 million.
This Agreement shall enter into force after it has been signed by both Parties A and B and the following conditions have been met:
3. The board of directors and the general meeting of shareholders of Party A deliberate and approve the proposal of the non-public issuance of shares subscription agreement signed by both parties with conditional effect;
If a party fails to comply with or perform the agreement, obligation or responsibility, representation or warranty under this Agreement, it constitutes a breach of contract and causes losses to the breaching party, and the breaching party shall be responsible for compensating the other party for the losses suffered as a result.
4. Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun, Chen Jingyu
Party B (Subscriber): Jiang Yimin, Liu Xuegen, Yang Jinhua, Xin Jun, Chen Jingyu
The details of Party B's intention to subscribe for the shares in this offering are as follows:
Subscriber Subscription amount (10,000 yuan) Number of shares subscribed
Jiang Yimin 20,000 15,710,919
Liu Xuegen 10,000 7,855,460
Yang Jinhua 10,000 7,855,460
Xin Jun 10,000 7,855,460
Chen Jingyu 10,000 7,855,460
Upon completion of the Private Offering, all Shares subscribed for by the Subject of the Offering shall not be transferred for a period of thirty-six months from the date of closing of the Offering.
Failure of a party to comply with or perform the agreement, obligation or responsibility, representation or warranty under this Agreement constitutes a breach of contract and shall be liable to the breaching party for liquidated damages of 5% of the amount involved in the breach, and if the breaching party suffers losses, the breaching party shall be liable for compensating the other party for the losses suffered as a result.
After this Agreement comes into effect, if Party B delays the payment of the subscription payment, Party B shall pay Party A a late fee of 5/10,000 of the total amount of the subscription funds from the date of expiration of the payment period stipulated in the payment notice jointly issued by Party A and the sponsoring institution (the lead underwriter) to the subscriber, and continue to fulfill its payment obligations under the agreement.
After this Agreement comes into effect, if Party A delays in the registration of shares, Party A shall pay Party B a late fee of 5/10,000 of the total amount of subscription funds from the date of expiration of the share registration period stipulated in this Agreement, and continue to perform its share registration obligations under the Agreement.
Section 4 Feasibility analysis of the Board of Directors on the use of the funds raised
1. The plan for the use of the raised funds
The total amount of funds to be raised in this non-public offering shall not exceed 100,000 yuan, which will be used to build a catalyst project with an annual output of 5,000 tons of Fuyu (Zhangjiagang) New Material Technology Co., Ltd. after deducting the issuance costs and supplement the company's working capital.
Serial number Project name Total investment amount of the project The amount of funds to be invested
(Million Yuan) (Million Yuan)
Fuyu (Zhangjiagang) new material technology is limited
1 13,555 13,555
The company has an annual output of 5,000 tons of catalyst projects
2 Supplementary liquidity 86,445 86,445
Total 100,000 100,000
Within the scope of the above-mentioned fund-raising investment projects, the board of directors of the company may make appropriate adjustments to the investment order and specific amount of the corresponding fund-raising investment projects according to the actual situation of the project, such as the progress of the project and the capital demand.
Before the raised funds are in place, the company can invest in the self-raised funds according to the actual situation of the investment projects of the raised funds, and replace them after the raised funds are in place.
After the funds are raised, if the actual net amount of funds raised after deducting the issuance fee is less than the total amount of funds to be invested, the insufficient part shall be resolved by the company with self-financing.
Second, the investment direction of the raised funds is analyzed
(1) The specific circumstances of the investment direction of the funds raised this time
1. Fuyu (Zhangjiagang) New Material Technology Co., Ltd. has an annual output of 5,000 tons of catalyst projects
The basic situation of project construction
The project is implemented by The construction of Fuyu Zhangjiagang, and the construction site of the project is in the Yangtze River International Chemical Industrial Park of Zhangjiagang Free Trade Zone (Jingang Town).
Upon completion, the project will result in an annual production capacity of 5,000 tons of catalysts, including 3,000 tons/year of MTP catalyst powder, 1,000 tons/year of MTP catalysts and 1,000 tons/year of nanoporous silicon molecular sieve catalysts.
The total investment of the project: 140.9032 million yuan, of which the construction investment is 135.5479 million yuan. The project construction investment of 135.5479 million yuan is planned to be fully resolved through the funds raised in this non-public offering. The specific composition is as follows:
Serial number Cost name Estimated amount (10,000 yuan)
A construction investment 13,554.79
1 Construction cost 11,136.10
2 Other expenses for fixed assets 1,319.63
3 Intangible assets 0
4 Deferred asset charges 95
5 Preparation fee 1,004.06
II Interest during the construction period 315.86
III Working Capital 732.22
Among them: laid down the liquidity 219.67
The total investment in the project is 14,602.87
The total investment in the project application for approval is 14,090.32
Vat 495.09 is deducted
Construction is expected to begin in August 2015 and start trials in May 2016.
Project construction background
A catalyst is a chemical reaction that increases or decreases the rate of reaction by reducing or increasing the activation energy of a chemical reaction
A substance whose mass and chemical properties do not change. Catalysts occupy an extremely important position in the modern chemical industry, according to statistics, about 80%-85% of the chemical production process requires the use of catalysts.
The MTP catalyst is the core raw material for the methanol-to-propylene process (MethanolToPropylene, MTP).
On the one hand, low-carbon olefins such as propylene (olefins with short carbon chains) are important basic chemical raw materials, and their sources are mainly prepared through the catalytic cracking and cracking of petroleum. However, China's oil resources are relatively short, and the way of relying on oil to produce olefins is not sustainable. Therefore, the development of non-oil routes to produce propylene through methanol is in line with the development direction of China's petrochemical industry. On the other hand, at present, the excessive development of China's coal chemical industry has led to a large surplus of methanol products, and because of the methanol converted from coal, compared with methanol synthesized from natural gas, there are more impurities in the product, and the product quality cannot meet the market requirements, which requires coal chemical enterprises to continue to extend the methanol industry chain and develop their downstream products, methanol to propylene is one of its important development directions. The engineering technology of methanol to propylene can be fully realized in China, and the key to its reaction - MTP catalyst, the current domestic product supply is in short supply.
Nanoporous silicon molecular sieve catalysts are primarily used in Honeywell Oleflex petroleum catalytic cracking to gasoline plants. At present, China can only prepare simple molecular sieves for ordinary adsorbents, and most of the molecular sieve catalysts used in high-tech fields such as petroleum catalytic cracking, air separation, organic waste gas removal rely on imports, with the continuous improvement of the localization level of catalysts, although the dependence on foreign countries has been reduced, high-performance fine catalysts are still import-oriented, which seriously restricts the development of related industries. With the increasing requirements for product quality in the fields of petroleum catalytic cracking in China, the demand for nano-scale porous silicon molecular sieve catalysts will be increasing, and the market prospect is good.
Through years of technological innovation, Shanghai Fuyu has mastered the production process of MTP catalyst and nanoporous silicon molecular sieve catalyst, and formed product production, sales and provision of technical services, technical advice and technical transfer
The operation mode of combining technology development is to provide raw materials and products for chemical enterprises through entrusted processing and production of related products for external sales, while providing supporting technical services and providing overall solutions. However, due to the current limited production capacity of Shanghai Fuyu, it is impossible to provide products according to customer requirements and meet the needs of the downstream market, and the company's technical advantages are difficult to give full play to, which seriously affects the company's market share. Therefore, the company urgently needs to build new production lines to meet market demand, quickly occupy the market, maintain industry leadership, and improve core competitiveness and profitability.
Economic benefit evaluation
It is estimated that the internal rate of return of all investments in this project is 31.29%, and the static investment recovery period is 4.18 years (after tax, including 1 year of construction period), and after the implementation of this project, it will produce good economic benefits.
Project filing status
On August 11, 2014, the project obtained the Suzhou Municipal Development and Reform Commission's "Notice of Filing on the New 5,000-ton Catalyst Project of Fuyu (Zhangjiagang) New Material Technology Co., Ltd." (Sufa Reform Center [2014] No. 237).
Environmental impact assessment of the project
On November 21, 2014, the project obtained the "Approval Opinions on the Environmental Impact Report of the New Catalyst Project of Fuyu (Zhangjiagang) New Material Technology Co., Ltd." issued by the Suzhou Municipal Environmental Protection Bureau (Su Huanjian [2014] No. 249), and agreed to the construction.
Project land situation
The land required for the construction of the project was acquired on June 1, 2015, and the land granted by the Zhangjiagang Municipal People's Government was obtained
Use right certificate (Zhang Guoyongzi (2015) No. 0380015), land use: industrial land; use right area: 20,555M2.
2. Supplement working capital
Liquidity requirements of the company's traditional business
In the face of the recovery growth opportunity of the ship supporting industry, the company will continue to base itself on the traditional business and strive for the rapid growth of the traditional business. In 2014, the company's annual order volume in hand increased significantly year-on-year, and the total operating income for the whole year reached 324.4319 million yuan, an increase of 49.96% year-on-year. The company intends to supplement the working capital through non-public issuance of shares, provide financial support for the stable development of the company's main business, further consolidate the company's traditional advantages in the field of ship equipment accessories, expand the types of offshore equipment products, and accelerate the layout of the offshore product market.
The company's strategic transformation, business integration, product operation and promotion, and new technology research and development all need the support of liquidity
After the acquisition of Shanghai Fuyu, the company will be committed to the development of new materials, chemical and environmental protection technologies in the technology development and technical services, while the related fields of chemical raw materials and products research and development, design and sales.
The company will make use of the technical advantages of Shanghai Fuyu in the field of industrial synthesis of high-silicon hydrophobic ZSM-5 molecular sieves and high-end SAPO molecular sieves, build new and expand production capacity in a timely manner according to market demand, improve market promotion efforts, and accelerate the production and sales of high-tech products such as binder-free hydrophobic silica molecular sieve adsorbent, ZSM-5 high-silicon type molecular sieve and acetate deiodization adsorbent, methanol dehydration to propylene catalyst, ethanol dehydration to ethylene catalyst, SAPO series molecular sieve powder and so on.
At the same time, the company will increase investment in research and development, and extend the existing technology to the downstream application field to further expand
ZSM-5 molecular sieve, SAPO molecular sieve application field, to meet the petrochemical, fine chemical, gas separation, pharmaceutical, environmental protection, refining, new energy and defense equipment and many other fields of market demand, and to open up Europe, America, South Korea, Russia, India and other countries market.
In order to smoothly implement the above business and achieve the strategic transformation of the company, a large amount of financial support is required. Therefore, the funds raised through the non-public issuance of shares to supplement the company's working capital are conducive to meeting the company's future business development needs and enhancing the company's overall profitability and competitive strength.
Repay bank loans, optimize asset structure, and improve financial structure
In order to meet the financing needs of the company in the process of promoting the transformation and upgrading strategy and ensure sufficient liquidity, the seventeenth meeting of the second board of directors of the company deliberated and passed the "Proposal on Applying for Credit to banks", and intends to apply to banks for a credit line with a principal balance of no more than 500 million yuan for a period of one year.
The company intends to repay part of the bank loans through the non-public issuance of shares, reduce the debt repayment risk and interest burden, and optimize the company's capital structure.
(II) The funds raised this time will be conducive to the smooth implementation of the company's strategic transformation
In order to achieve the strategic goal of "stable development of traditional business and active expansion of emerging industries", the company will further expand its research and development, production and sales in the fields of new materials, chemicals and environmental protection technologies.
Through this non-public offering, the funds raised to provide financial support for the company's strategic transformation and development will be conducive to the construction and business development of subsequent projects, enhance the company's development space, and improve profitability.
3. The impact of the non-public offering on the company's operation and management and financial situation
(1) The impact on the company's business operations
In view of the complex situation of the ship market, the company adheres to the strategic plan of "stable development of traditional business and active expansion of emerging industries", seeks new performance growth points, and continuously enhances the company's sustained profitability. The non-public offering will help the company implement strategic planning, provide financial guarantee for the company's strategic transformation, improve the company's operating performance, and maximize the interests of shareholders.
(2) The impact on the company's financial situation
After the completion of this non-public offering, the company's asset scale, business scope, financial strength and anti-risk ability will be significantly improved, the company's development prospects will be broader, the overall cash flow situation will be further optimized, and financial expenses will be controlled, providing a strong guarantee for the company's subsequent development, and profitability will be strengthened.
Section 5 Analysis of the Board of Directors on the Impact of the Offering on the Company
First, the company's business, articles of association, shareholder structure, senior management structure, business structure changes
(1) The impact of the offering on the company's business and assets
After the completion of this issuance, the company intends to enter the research and development and production of new materials, chemical industry and environmental protection on the basis of steadily promoting the existing business, to expand and strengthen the scale of the company, improve the company's anti-risk ability, and enhance the company's sustainable profitability and core competitiveness.
After the completion of this offering, the company's total assets and net assets will increase accordingly, and the capital structure will be further optimized.
(2) The impact of the offering on the articles of association of the company
After the completion of the offering, the company will adjust the company's registered capital, share capital structure and matters related to the non-public offering in the company's articles of association. In addition, the Company has no other plans to amend its Articles of Association.
(3) The impact of the offering on the shareholder structure
After the offering, the company will increase 78,554,598 restricted circulating shares, the shareholding structure will change, and the proportion of shares controlled by Zhu Baosong and his co-actors directly and indirectly will be changed to 60.43%. Among them, Zhu Baosong and his co-actors Zhu Lixia and Qian Yuying directly held a total of 175,500,000 shares in the company, and the total shareholding ratio was changed to 46.36%; Zhu Baosong and his co-actor Zhu Lixia changed the shares of the company to 30,748,233 shares through Baoding Wanqi, and the equity was changed to 8.12%; Zhu Baosong and his co-actors Zhu Lixia and Qian Yuying controlled 22,500,000 shares of the listed company through Yuanding Investment, and the equity was changed to 5.95%.
(4) The impact of the offering on the structure of senior management personnel
As of the date of this plan, the company has no plans to adjust the structure of senior management personnel, and after this issuance, it will not have a significant impact on the structure of senior management personnel, if the company intends to adjust the structure of senior management personnel, it will fulfill the necessary legal procedures and information disclosure obligations in accordance with relevant regulations.
(5) The impact of the offering on the business structure
Part of the funds raised in this non-public offering are used for the construction of new business capacity, part of which is used to supplement working capital, and after the completion of the issuance, it will help accelerate the technology research and development, product production and market development of new businesses and new products, and promote the optimization of the company's product structure and industrial transformation and upgrading.
2. Changes in the company's financial position, profitability and cash flow after the issuance
(1) The impact on the company's financial situation
After the completion of the offering, the company's net assets and total assets have increased, and the company's overall financial position will be further improved. The offering will help the company improve its solvency, optimize its asset structure and reduce its financial risks.
(2) The impact on the company's profitability
After the completion of this offering, it will provide working capital support for the improvement of capacity utilization rate of traditional businesses, as well as the construction of new business capacity and market sales of the company, which will enhance the company's anti-risk ability, and the company's overall sales revenue and profitability will be greatly improved.
(3) The impact on the company's cash flow
After the completion of the offering, the cash inflow from the company's financing activities will increase significantly, and since the funds raised will be used to supplement the working capital, it will help meet the company's business development needs and indirectly increase the cash flow generated by operating activities.
3. Changes in the business relationship, management relationship, related party transactions and inter-industry competition between the company and the controlling shareholder and its affiliates after the issuance
After the completion of this offering, the business relationship and management relationship between the Company and the controlling shareholder/actual controller and its affiliates will not change. Except for the related party transactions constituted by this offering, there will be no inter-industry competition, potential inter-industry competition and new related party transactions arising from this offering.
4. After the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholder and its affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates
As of the date of the announcement of this offering plan, the company has no situation in which funds and assets are occupied by the controlling shareholder/actual controller and its affiliates, nor is there any guarantee provided for the controlling shareholder/actual controller and its affiliates.
The company will not generate funds or assets occupied by the controlling shareholder/actual controller and its affiliates as a result of this offering, nor will it provide guarantees for the controlling shareholder/actual controller and its affiliates.
5. The impact of the offering on the company's liabilities
After the completion of this non-public offering, part of the funds raised will be used to repay bank loans, the company's asset-liability structure will become more stable, and the ability to resist operational risks will be further enhanced.
6. Description of the risks associated with the offering
(1) Risks in the implementation of fund-raising investment projects
Part of the funds from this non-public offering are used for the catalyst project with an annual output of 5,000 tons of Fuyu (Zhangjiagang) New Material Technology Co., Ltd., which is the main production base of the company's catalyst products, after long-term preparation and demonstration. However, there may still be some unpredictable risks during the implementation of the project. If the raised funds cannot be put in place in a timely manner, the implementation of the project is delayed, the market environment changes occur, etc., this will adversely affect the implementation progress and expected benefits of the investment projects of the raised funds.
The main business of Shanghai Fuyu is mainly concentrated in new materials and environmental protection industries, and there is a large span with the company's traditional business - casting steel parts, casting steel forging, metal processing, etc. The formation of the new product sales market also requires the process of accumulating the sales experience and popularity of the product, there may be a certain market development risk in the early stage of the project production, whether it can achieve the expected profitability and form reasonable economic benefits, there is a certain uncertainty.
(2) Manage risks
After the completion of this offering, with the expansion of the company's asset scale, the company's business scale, personnel scale, etc. will also expand, and the business structure will also undergo major changes. Although the company has established a more standardized management system, the company's main management personnel also have rich management experience, but with the development of the company's business scale, the company's organizational structure and management system will become increasingly complex, making the company's business decisions and risk control more difficult.
If you can't adjust and adapt to the situation of business and personnel structure adjustment as soon as possible, the company's operational efficiency may decline.
(3) Financial risks
The company's development in the field of new material research and development and applications needs to further invest a lot of money, before the production capacity and profitability of the new business area are not fully released, the company's operating conditions and profitability may be affected, in the short term to increase the company's operational risks and financial risks.
(4) Stock market risk
The non-public offering will have a significant impact on the Company's business, operation and management and financial condition, and changes in the Company's fundamentals may have an impact on the Company's stock price. In addition, the stock price not only depends on the company's operating conditions, but also the adjustment of national economic policies, speculative behavior in the stock market and fluctuations in investors' psychological expectations, which will have an impact on the stock market price. Combined with a variety of factors, the price of the Company's shares may deviate from its own value, thereby creating investment risks for investors.
(5) Approval risks
The company's non-public issuance of A shares has been deliberated and approved by the board of directors, and it is subject to the deliberation and approval of the company's shareholders' general meeting and submitted to the China Securities Regulatory Commission for approval. There is uncertainty as to whether the relevant approvals or approvals can be obtained, and the timing of their eventual approval and approval.
board of directors
June 18, 2015