China Economic Net, Beijing, December 12 Rongjie shares (002192SZ) issued an announcement last night on the expiration of the non-public offering ** plan.
On December 11, 2020, Rongjie Co., Ltd. held the second extraordinary general meeting of shareholders in 2020, and deliberated and approved the "Proposal on the Non-public Issuance of A Shares" and other related proposals related to the non-public issuance of A shares.
With the approval of the company's fifth extraordinary general meeting of shareholders in 2021 and the fourth extraordinary general meeting of shareholders in 2022, the validity period of the company's resolution on non-public issuance of A shares** and the authorization of the board of directors authorized by the general meeting of shareholders to handle matters related to this non-public issuance ** have been extended to December 10, 2023.
The company has been actively coordinating and promoting matters related to this non-public offering, but due to the impact of factors such as changes in the financing environment of the capital market and incomplete application requirements for fund-raising projects, the company has not been able to complete the declaration and other work within the validity period. As of December 10, 2023, the non-public issuance of A shares** has expired and will automatically become invalid.
The failure of the non-public issuance of A-shares** plan will not have a significant impact on the company's production and operation activities, the site selection of the original fund-raising project is still advancing, and the company will solve the follow-up construction funds of the project through multi-channel financing according to its own strategic development and capital needs.
On November 25, 2020, Rongjie Co., Ltd. released the 2020 non-public issuance of A shares. The total amount of funds raised from the non-public issuance of A shares** (including issuance costs) shall not exceed 33,000000,000 yuan (including this number), the net proceeds after deducting the issuance expenses will be used for 2.5 million tons of lithium ore selection project. Before the raised funds are in place, the company will advance through self-raised funds, and replace them in accordance with the procedures stipulated in relevant laws and regulations after the raised funds are in place.
The non-public offering of A shares** is a domestically listed RMB ordinary share, with a par value of RMB1 per share00 yuan shares. The company will choose an appropriate time to issue A shares to specific objects after the approval of the China ** Regulatory Commission and the validity period of the approval. If there are new provisions in national laws and regulations, the company will adjust them according to the new regulations.
The pricing benchmark date of this non-public offering** is the date of the announcement of the resolution of the 11th meeting of the seventh board of directors, and the issuance** is 80% of the average trading price of the 20 trading days before the pricing benchmark date. Approved by the 11th meeting of the 7th board of directors of the company, the issuance of 18$74 shares.
Rongjie shares' non-public issuance of A shares** is issued to Lv Xiangyang. The issuer will subscribe for the shares issued in cash. Lv Xiangyang is one of the actual controllers of the company. The above relationship constitutes a related relationship, so this non-public offering also constitutes a connected transaction.
The number of private offerings** does not exceed 17,609,39100 shares (including the number of shares), not more than 30% of the company's total share capital before the issuance, in line with the relevant provisions of the China Securities Regulatory Commission's "Questions and Answers on Issuance Supervision - Regulatory Requirements for Guiding and Regulating the Financing Behavior of Listed Companies (Revised Edition)" (revised in 2020).
After the completion of the non-public issuance of A shares, the non-public issuance of A shares subscribed by Lv Xiangyang shall not be transferred within 18 months from the date of the end of the issuance.
Rongjie's non-public offering of A shares will apply for listing on the Shenzhen ** Exchange. After the completion of the non-public issuance of A shares**, the new and old shareholders of the issuer will share the accumulated undistributed profits before the issuance in accordance with the proportion of their shareholdings after the completion of the issuance. The validity period of the resolution of the non-public issuance of A shares** is 12 months from the date of deliberation and approval of the general meeting of shareholders.
As of the date of the announcement of the plan, the actual controllers Lv Xiangyang and Zhang Changhong directly and indirectly held 65,346,409 shares of the company, accounting for 25 of the company's total share capital17%。After the completion of the issuance, Lv Xiangyang and Zhang Changhong directly and indirectly hold 2992% of the shares are still the actual controllers of Rongjie shares, which will not lead to a change of control.
*: China Economic Net.