Announcement of China Energy-saving Wind Power Co., Ltd. Public Offering Share Placement Scheme
Important content prompt
● Name and method of this public offering of securities: China Energy Saving Wind Power Co., Ltd. (hereinafter referred to as "the Company" and "the Company") intends to conduct this public offering of securities by placing shares with the original shareholders (hereinafter referred to as "this allotment" and "this offering").
● Whether related parties participate in this public offering: China Energy Conservation and Environmental Protection Group Co., Ltd. (hereinafter referred to as "China Energy Conservation"), the controlling shareholder of the company, and its wholly-owned subsidiary China Energy Conservation Capital Holdings Co., Ltd. (hereinafter referred to as "China Energy Conservation Capital") have promised to fully subscribe for the distributable shares determined by the company's share allotment plan in cash according to the number of shares held by date of record after the deadline of this share allotment.
● Impact of this issuance on the company: After the completion of this rights issue, the company's share capital and net assets will increase substantially, and it will take some time for the raised funds to be put into use and generate benefits. The company's profit realization and shareholder return still mainly depend on the company's existing business, which may lead to a certain decline in the company's earnings per share and weighted average return on net assets in the short term, that is, the immediate return of the company after issuing shares through rights issue is at risk of being diluted.
● The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on matters related to this rights issue. The matters related to this rights issue mentioned in this plan have not yet come into effect and been completed.
The board of directors and all directors of the Company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and they shall bear individual and joint responsibilities for the truthfulness, accuracy and completeness of its contents.
Approved or recognized by the examination and approval authority.
I. This allotment complies with the relevant laws and regulations on the conditions for public offering of allotment. According to the Company Law of People's Republic of China (PRC), Securities Law of People's Republic of China (PRC), Measures for the Administration of Securities Issuance of Listed Companies, Questions and Answers on Issuance Supervision-Regulatory Requirements for Guiding and Regulating the Financing Behavior of Listed Companies (Revised Edition) and other relevant laws, regulations and normative documents, the company compares the requirements of A-share listed companies on the relevant qualifications and conditions for rights issue.
Two. Overview of this product
(a) the type and face value of the shares to be issued
The shares issued in this rights issue are A shares, with a par value of RMB 65,438 +0.00 per share.
(2) Mode of issuance
This allotment is made by placing shares to the original shareholders.
(three) the base, proportion and quantity of the rights issue
The number of shares in this allotment is determined according to the total number of A shares in date of record after the closing of A shares, and the allotment shall be made to all shareholders according to the proportion of no more than 3 shares for every 65,438+00 shares. If the allotment is insufficient 1 share, it shall be handled in accordance with the relevant regulations of Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch. Based on the company's total share capital of 5,065,438+03,654,38+0,503,948,065,438+0658 as of 202/kloc-0, the number of rights issues available this time is no more than 654,38+0. Before the implementation of this allotment, if the company's total share capital changes due to the company's share offering, capitalization of capital reserve, etc., the proportion of allotment to all shareholders will remain unchanged, and the upper limit of this allotment will be adjusted accordingly according to the changed total share capital.
(four) pricing principles and the price of the rights issue.
1, pricing principle
(1) Refer to the valuation indicators of the company's shares in the secondary market at the time of issuance, such as price, P/E ratio and P/B ratio, and comprehensively consider the company's development prospects and shareholders' interests, the capital demand of this fund-raising investment project plan, the company's actual situation and other factors;
(2) Follow the principle of consensus between the board of directors of the company and its authorized personnel and the sponsor institution (lead underwriter).
2, the rights issue price
The price of this allotment is based on the average trading price of the company's shares in the 20 trading days before the issuance announcement, and the allotment price is determined by the market discount method. According to the authorization of the shareholders' meeting, the final allotment price is determined by the board of directors of the company and its authorized personnel in consultation with the sponsor institution (lead underwriter) according to the market situation before the issuance.
(5) placing objects
The placing target is all shareholders of the company registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the base date of that day is closed. The base date of this allotment will be determined separately after the China Securities Regulatory Commission approves this allotment plan.
China Energy Conservation, the controlling shareholder of the company, and China Energy Conservation Capital, a wholly-owned subsidiary of the company, promise to subscribe for the distributable shares in this allotment plan in full in cash.
(6) The scale and use of the funds raised by the rights issue.
The total amount of funds raised by this rights issue does not exceed RMB 4 billion (the specific scale depends on the market situation at the time of issuance). After deducting the issuance expenses, it is intended to supplement the company's working capital, ease liquidity, optimize the asset-liability structure, and comprehensively enhance the company's market competitiveness and anti-risk ability.
(7) underwriting method
The rights issue is underwritten by the sponsor institution (lead underwriter) on the basis of commission.
(8) Issue time
With the approval of China Securities Regulatory Commission, this rights issue will be carried out to all shareholders within the validity period of approval.
(9) Place of listing
This public offering will be listed and traded on the Shanghai Stock Exchange.
(ten) the distribution plan of accumulated undistributed profits before the rights issue.
The undistributed profits accumulated by the company before the implementation of this rights issue shall be enjoyed by all shareholders in proportion to their shareholding after the completion of this rights issue.
(eleven) the validity of this allotment resolution.
The relevant resolutions of this allotment shall be valid within 12 months from the date of deliberation and approval by the company's shareholders' meeting.
(12) Listing and circulation of the shares issued this time
After the completion of this rights issue, the company will apply for the listing and circulation of the issued shares on the Shanghai Stock Exchange.