China Economic Net, Beijing, January 30 GoodWe (688390.).SH) issued an announcement last night on the expiration and expiration of the approval for the issuance of ** to specific objects. On February 13, 2023, GoodWe Technology Co., Ltd. *** hereinafter referred to as "GoodWe Technology Co., Ltd.") received the "Reply on Agreeing to the Registration of GoodWe Technology Co., Ltd. to Issue ** to Specific Objects" (Zheng Jian Xu Xu Xu 2023 No. 219) issued by the China ** Regulatory Commission, and agreed to the company's registration application for issuing ** to specific objects, which will be valid for 12 months from the date of consent to registration (January 31, 2023).
After obtaining the approval, the company has been actively promoting the issuance of the non-public offering, but due to changes in the capital market environment and the timing of the issuance, the company failed to implement the non-public offering within the validity period of the approval, and the approval will automatically become invalid when it expires.
On December 3, 2022, GoodWe issued an announcement on the receipt of the notice of review opinions from the Shanghai ** Exchange on the application for issuing A shares to specific targets in 2022. On December 2, 2022, GoodWe received the "Notice on the Review Opinions on the Issuance of GoodWe Technology Shares to Specific Objects" issued by the Shanghai ** Stock Exchange, and the specific opinions are as follows: "The application for the issuance of GoodWe Technology Shares to Specific Objects meets the issuance conditions, listing conditions and information disclosure requirements, and the Exchange will submit it to the China Securities Regulatory Commission for registration after completing the relevant procedures and receiving your company's application documents." ”
On February 15, 2023, GoodWe issued an announcement on obtaining the approval of the China ** Regulatory Commission for the issuance of ** to specific targets. GoodWe recently received the "Reply on Agreeing to the Registration of GoodWe Technology Shares to Specific Objects" issued by the China ** Regulatory Commission (Zheng Jian Xu Xu [2023] No. 219), and the content of the approval document is hereby announced as follows:
1. Agree to GoodWe's registration application for issuing ** to specific objects.
2. GoodWe's issuance should be implemented in strict accordance with the application documents and issuance plan submitted to the Shanghai ** Exchange.
3. This reply shall be valid for 12 months from the date of consent to registration.
4. From the date of consent to registration to the end of this issuance, GoodWe shall report to the Shanghai ** Exchange in a timely manner and deal with it in accordance with the relevant regulations if there is a major event.
On May 13, 2023, GoodWe released the prospectus for the issuance of *** to specific targets in 2022. The type of issuance to specific targets** is domestically listed RMB ordinary shares (A shares), with a par value of RMB1 per share00 yuan. The issuer will issue ** to a specific object within the validity period after passing the review of the Shanghai Stock Exchange and obtaining the approval of the China Securities Regulatory Commission for registration.
The issuance is aimed at no more than 35 investors who meet the conditions stipulated by the China Securities Regulatory Commission and the Shanghai ** Stock Exchange, including ** investment management companies, ** companies, finance companies, asset management companies, insurance institutional investors, trust companies, qualified foreign institutional investors and other qualified investors who meet the specified conditions. Among them, **Investment** management company, ** company, Qualified Foreign Institutional Investor and RMB Qualified Foreign Institutional Investor subscribed for more than 2 products under their management shall be regarded as one issuance target; If the trust company is the object of issuance, it can only subscribe with its own funds. All the issuers will subscribe for the issuance in the form of RMB cash and according to the same **.
As of the signing date of the prospectus, the issuance has not yet determined the specific issuance object, the controlling shareholder, the actual controller and its control of the related persons do not participate in the subscription, and whether there is a related party subscription to the company's issuance of A shares to a specific object constitutes a related party transaction, will be disclosed in the issuance report announced after the end of the issuance.
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 company** in the 20 trading days before the pricing reference date (the average trading price of ** in the 20 trading days before the pricing reference date = the total trading volume of ** in the 20 trading days before the pricing reference date).
The number of the issuance of ** to specific objects is determined according to the total amount of funds raised divided by the issuance of **, and does not exceed 30% of the total share capital of the issuer before the issuance. The final number of issuance shall be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders, after the issuer obtains the decision of the China Securities Regulatory Commission to register the issuance, and the lead underwriter shall negotiate and determine in accordance with the provisions of relevant laws, regulations and normative documents. If calculated according to the current total share capital of the issuer, the number of shares issued to specific targets this time will not exceed 36.96 million shares.
After the completion of the issuance, the shares subscribed by the issuer shall not be transferred within six months from the date of the end of the issuance. After the completion of the issuance to the expiration of the restriction period, the shares issued to specific targets obtained by the issuer are increased due to the company's share gift, capital reserve conversion to share capital, etc., shall also comply with the above-mentioned restriction arrangement.
The total amount of funds raised from this issuance** to specific targets does not exceed RMB249,980000,000 yuan (including this number), after deducting the issuance costs, it is intended to be used for an annual output of 20GW grid-connected inverters and 27GWh energy storage battery production base construction project, annual output of 20GW grid-connected, energy storage inverter and 18GWh energy storage battery production base construction project, replenishment of working capital.
As of the date of the prospectus, the total share capital of the issuer was 123.2 million shares. Huang Min directly holds 3097% of the shares, and indirectly control the issuer through Suzhou Hezhong Jude Investment Enterprise (Limited Partnership)350% of the shares, so Huang Min directly and indirectly controls the issuer in aggregate 3447% of the shares are the controlling shareholders and actual controllers of the issuer. According to the calculation of the upper limit of 36.96 million shares in this issuance, Huang Min, the actual controller of the issuer, directly and indirectly controls the proportion of the issuer's shares after the completion of this issuance51%, which is still the controlling shareholder and actual controller of the company, and this issuance will not lead to a change in the control of the issuer.
The sponsor (lead underwriter) is China International Capital Corporation ***, and the sponsor representatives are Ge Qiming and Xie Wangqin.
*: China Economic Net.