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2. Proposal on the Company’s Non-public Issuance of A-shares
Document No. 2 of the Second Extraordinary General Meeting of Shareholders in 2015
Proposal on the Company’s Non-public Issuance of A-shares
Dear Shareholders:
The Company’s proposed non-public issuance of Renminbi ordinary shares (A-shares) is as follows:
1. Issuance Method
This issuance will be conducted through a non-public offering, whereby shares are issued to specific investors within the validity period of the approval document issued by the China Securities Regulatory Commission.
2. Type and par value of the shares to be issued
The shares to be issued in this offering are domestically listed Renminbi ordinary shares (A shares), with a par value of RMB 1.00 per share.
3. The number of shares to be issued this time
The number of shares to be issued in this non-public offering shall not exceed 38,436,050 shares (inclusive). Within this cap, the final number of shares to be issued shall be determined by the Board of Directors, upon authorization from the Shareholders’ Meeting, through consultation with the sponsor (lead underwriter) based on actual subscription results. If, between the pricing benchmark date and the issuance date, the Company declares dividends, issues bonus shares, capitalizes reserves to increase share capital, or undertakes other rights- or dividend-adjusting actions, the upper limit on the number of shares to be issued in this non-public offering shall be adjusted accordingly, based on the total funds to be raised and the post-adjustment issue price.
4. Issuance Targets
The subscribers to this non-public offering shall be investors who comply with applicable laws, regulations, and the provisions of the China Securities Regulatory Commission, including mutual fund management companies, securities firms, trust investment companies, finance companies, insurance institutional investors, asset management companies, qualified foreign institutional investors, other domestic corporate investors, and natural persons, with the total number of such specific investors not exceeding ten.
Investment fund management companies and other entities that subscribe using two or more funds under their management shall be deemed a single subscriber. Trust companies, as subscribers, may only subscribe with their own funds.
The specific subscribers shall be determined by the Board of Directors, upon authorization from the Shareholders’ Meeting, following the approval of this non-public offering by the China Securities Regulatory Commission, in accordance with the Provisions on the Implementation of Non-Public Offerings of Shares by Listed Companies and based on the specific subscription bids submitted by the subscribers.
5. Subscription Method
All subscribers shall subscribe for the shares in this offering in cash at the same price.
6. Place of Listing
Upon the expiration of the lock-up period, the shares issued in this offering will be applied for listing and trading on the Shenzhen Stock Exchange.
7. Price of Shares Issued and Pricing Principles
The pricing benchmark date for this non-public offering is the date of the announcement of the resolution passed at the 17th meeting of the Company’s Sixth Board of Directors, namely June 5, 2015. The issue price for this non-public offering shall not be lower than 90% of the average trading price of the Company’s shares over the 20 trading days preceding the pricing benchmark date (where the average trading price over the 20 trading days preceding the pricing benchmark date is calculated as the total share trading value over such period divided by the total share trading volume over such period), i.e., not less than RMB 15.09 per share. The final issue price will be determined through negotiation between the Company’s Board of Directors and the sponsor (lead underwriter) based on the bidding results, in accordance with the Implementation Rules for Non-Public Offerings of Shares by Listed Companies and other relevant regulations, following the Company’s receipt of the approval document from the China Securities Regulatory Commission for this offering.
If, between the pricing benchmark date and the issuance date, the company’s shares undergo any rights adjustments or dividend distributions, such as cash dividends, stock dividends, or capitalization of capital reserves into share capital, the floor price for this offering will be adjusted accordingly.
8. Lock-up Period for Issued Shares
Shares subscribed by investors shall not be transferred within 12 months from the date of completion of the offering; thereafter, such shares shall be subject to the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
9. Use of Proceeds
The total proceeds from this offering, including issuance expenses, shall not exceed RMB 580 million. After deducting issuance expenses, the proceeds will be allocated to the following projects:
|
Project
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Total project investment (in ten thousand yuan)
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Proposed Use of Raised Funds (in RMB 10,000)
|
|
Company Relocation and Renovation Project
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93,500
|
58,000
|
The net proceeds from this offering will not exceed the funding requirements of the projects. If the actual proceeds raised in this offering are insufficient to cover the full investment needs of the aforementioned projects, the shortfall will be financed by the Company through its own internal resources. Should the timing of the receipt of the proceeds from this offering differ from the implementation schedule of the projects, the Company may, based on actual circumstances, make initial investments using other funds and, upon the receipt of the proceeds, reimburse such preliminary expenditures in accordance with applicable laws, regulations, and procedures.
10. Plan for the Treatment of Retained Earnings Accumulated Prior to This Offering
Upon completion of this non-public issuance of shares, in order to balance the interests of both new and existing shareholders, the company’s accumulated undistributed profits as of the date prior to the non-public issuance shall be shared by all shareholders, both new and existing.
11. Term of Validity of the Resolution
The validity period of the resolution on this share issuance shall be 12 months from the date on which the issuance plan is submitted to and approved by the shareholders’ meeting.
The above report is submitted for your review.
June 24, 2015
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