China Economic Net, Beijing, December 11 - Dingsheng New Materials (603876SH) issued an announcement on December 9 on the termination of the issuance of ** to specific targets and the withdrawal of application documents.
According to the announcement, Jiangsu Dingsheng New Energy Materials Co., Ltd. *** hereinafter referred to as "Dingsheng New Materials") held the 47th meeting of the 5th board of directors and the 34th meeting of the 5th board of supervisors on December 8, 2023, respectively, and deliberated and passed the "Proposal on Terminating the Issuance of ** to Specific Objects in 2022 and Withdrawing the Application Documents". Agreed that the company would terminate the issuance of ** to specific targets in 2022 (hereinafter referred to as the "issuance** matters"), and apply to the Shanghai ** Exchange (hereinafter referred to as the "Shanghai Stock Exchange") to withdraw the application documents.
Regarding the reasons for terminating the issuance of ** to specific objects and withdrawing the application documents, Dingsheng New Materials said that the company has been actively promoting relevant work with intermediaries since the announcement of the ** issuance plan to specific objects in 2022. Considering the external macro environment and the progress of the implementation of the company's relevant projects, the company has decided to terminate the issuance of ** to specific objects and withdraw the application documents after full communication with relevant parties and prudent analysis and demonstration.
At present, the company's various production and business activities are carried out normally, and the termination of the issuance of ** to specific objects and the withdrawal of relevant application documents are made by the company's management, intermediaries and other relevant parties through full communication and prudent analysis, which will not have a significant adverse impact on the company's normal operation and sustainable and stable development, and there is no harm to the company and all shareholders, especially the interests of small and medium-sized shareholders. The application for the withdrawal of the application documents for the issuance of ** to specific targets in 2022 still requires the consent of the Shanghai Stock Exchange, and the company will fulfill the relevant information disclosure obligations in a timely manner after obtaining the consent of the Shanghai Stock Exchange.
On November 4, Dingsheng New Materials released the prospectus (revised draft) for the issuance of A shares to specific targets in 2022. The total proceeds from the offering will not exceed 270,000000,000 yuan (including this number), the net funds raised after deducting the issuance costs will be used for an annual output of 800,000 tons of battery foil and supporting billet projects, and supplementary working capital projects.
The issuance of ** to specific objects, after obtaining the registration of the China Securities Regulatory Commission, by the company within the validity period specified by the China Securities Regulatory Commission to choose an appropriate time to issue to no more than 35 specific objects, including ** investment management companies, ** companies, trust companies, financial companies, insurance institutions, qualified foreign institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations.
The number of ** issued to specific targets will not exceed 14,400000,000 shares (including the number of shares), not exceeding 30% of the company's total share capital before the issuance, and subject to the registration documents of the China Securities Regulatory Commission. Within the scope of the above, the final issuance quantity shall be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the sponsor institution (lead underwriter) at the time of issuance according to the actual situation. During the period from the date of the resolution of the board of directors to issue ** to specific objects, if the listed company has a change in the total share capital of the company due to the occurrence of bonus shares, capital reserve conversion to share capital, repurchase, equity incentive plan and other matters, the upper limit of the number of shares issued will be adjusted accordingly.
The pricing reference date of this offering is the first day of the issuance period, and the issuance** shall not be less than 80% of the average trading price of the 20 trading days before the pricing reference date (the average trading price of the company in the 20 trading days before the pricing reference date = the total trading volume of the 20 trading days before the pricing reference date and the total trading volume of the 20 trading days before the pricing reference date). If the company has ex-rights and ex-dividends from the pricing benchmark date of the issuance to the issuance date, the issue floor price of the issuance will be adjusted accordingly.
The issuance of the object of the subscription of the issuance of shares, from the date of the end of the issuance within 6 months shall not be transferred, after the end of the issuance due to the company's shares, capital reserve to increase share capital and other reasons to increase the company's shares, should also comply with the above restricted period arrangements, after the expiration of the restricted period in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai ** Stock Exchange.
After the completion of the issuance, the new and old shareholders of the company will jointly enjoy the accumulated undistributed profits of the company before the issuance according to the proportion of the company's shares held by them after the completion of the issuance.
The validity period of the issuance resolution is 12 months from the date of deliberation and approval of the relevant proposals of the issuance by the general meeting of shareholders. If the company obtains the registration of the China Securities Regulatory Commission within the validity period, the validity period of the resolution on the issuance to specific objects will be automatically extended to the completion date of the issuance.
As of the signing date of the prospectus, the issuance object has not yet been determined, so it is impossible to determine whether the issuance object is related to the company. The specific information of the relevant issuance targets will be disclosed in the "Distribution Report" announced after the completion of the issuance.
As of June 30, 2023, Zhou Xianhai and Wang Xiaoli indirectly controlled the company through Dingsheng Group2828% of the voting rights and directly hold the company. 35% of the shares, Zhou Xianhai, Wang Xiaoli and his wife can control a total of 39 of the company50% of the voting rights are the actual controllers of Dingsheng New Materials. The issuance of A shares** to specific targets is capped at 14,4000000000 shares, the control of the company will not change after the completion of this offering.
CITIC ** shares *** is the sponsor (lead underwriter) of this offering, and the sponsor representatives are Jinbo and Jintian.
Approved by the China ** Regulatory Commission Zheng Jian Xu Xu No. 2018 No. 434 and approved by the Shanghai ** Stock Exchange, the company was issued to the public by the lead underwriter CITIC ** Co., Ltd. *** by a combination of offline inquiry and placement from investors and online pricing and issuance to public investors000,000 shares at an issue price of RMB13 per share54 yuan, a total of 88,010 yuan raised000,000 yuan, deducting underwriting and sponsorship fees of 5,500000,000 yuan (including 5,188 issuance costs.)680,000 yuan, tax 311320,000 yuan, and the tax is borne by the company with its own funds) after the raised funds are 82,510000,000 yuan, which has been remitted to the company's fund-raising supervision account by the lead underwriter CITIC ** shares on April 12, 2018. In addition, 2,709After 20,000 yuan, the company's net amount of funds raised this time was 80,112300,000 yuan. The above-mentioned raised funds have been verified by Tianjian Certified Public Accountants (Special General Partnership), and the "Capital Verification Report" (Tianjian Yan 2018 No. 98) was issued by it.
Approved by the China ** Regulatory Commission Zheng Jian Xu 2019 No. 6 document, and approved by the Shanghai ** Stock Exchange, the company publicly issued 1,254 convertible corporate bonds000,000 sheets, each with a face value of RMB 10000 yuan, issued at par value, with an aggregate amount of RMB 125,400000,000 yuan, deducting underwriting and sponsorship fees of 752400,000 yuan (including 709.09 issuance costs.)810,000 yuan, tax 42590,000 yuan, the tax is borne by the company with its own funds) and the raised funds are 124,647600,000 yuan, which has been remitted to the company's fund-raising supervision account by the underwriter CITIC ** shares *** on April 16, 2019. In addition, other issuance fees such as lawyer's fees, accountant fees, credit rating fees, bond issuance registration fees and statutory information disclosure fees are deducted231After 130,000 yuan, the company's net amount of funds raised this time was 124,459060,000 yuan. The above-mentioned raised funds have been verified by Tianjian Certified Public Accountants (Special General Partnership), and the "Capital Verification Report" (Tianjian Yan 2019 No. 82) has been issued by it.
*: China Economic Net.