Xinhang Technology Announces B-round Directional Additional Copywriting
2019年04月03日来源:本站原创作者: xinhang 点击: Time: April 3, 2019: original Author: xinhang click: Times
Xinhang Technology: Stock issuance plan Securities code: 831093 Securities abbreviation: Xinhang Technology Announcement No. 2018-020 Hebei Xinhang Tower Technology Co., Ltd. Stock issuance plan Residence: Hengshui Taocheng Zhaoquan Circular Economy Park Co., Ltd. (Address: Tibet Autonomous Region
Xinhang Technology: Stock Issue Plan
Stock Code: 831093 Stock Abbreviation: Xinhang Technology Announcement No. 2018-020
Hebei Xinhang Tower Technology Co., Ltd.
Stock issuance plan
Address: Zhaoquan Circular Economy Park, Taocheng District, Hengshui City
Host broker: Hualin Securities Co., Ltd.
(Address: No. 3, Building B, Juntai International, No. 1-1, Chagu Avenue, Liuwu New District, Lhasa, Tibet)
According to the "Securities Law", changes in the company's operations and income are borne by the company itself, and investment risks caused by such changes are borne by investors themselves.
table of Contents
Statement .............. 2
Interpretation .............. 4
I. Basic company information .............. 5
2. Issuance plan ......... 5
(I) Purpose of Issuance .............. 5
(II) Priority subscription arrangements for the issuer and existing shareholders ... 5
(3) Issue price and pricing method .............. 7
(IV) Number of issued shares .............. 7
(5) Dividends and dividends since the company's listing, capital increase and its impact on the company's shares .............. 7
(6) The current stock issuance restriction arrangement and the commitment of the issuer to lock up voluntarily ... 7
(VII) The use of funds raised by the company last time .............. 8
(8) Use of funds raised in this issue .............. 9
(IX) Management of Raised Funds .............. 9
(10) Disposal plan of rolling undistributed profits before the issuance of shares .............. 10
(11) Relevant matters to be submitted to the shareholders' general meeting for approval and authorization in this stock issue ... 10
(12) The issue involving the approval, approval or filing of the competent authority ... 10
Discussion and analysis of the board of directors on the impact of the stock issue on the company ... 10
4. Other important matters that need to be disclosed .............. 11
(I) Explanation of other major matters to be disclosed .............. 11
V. Information of Intermediaries ... 11
|Company Law||Means||The Company Law of the People's Republic of China|
|"Securities Law"||Means||Securities Law of the People's Republic of China|
|"Administrative Measures"||Means||Measures for the Supervision and Management of Non-listed Public Companies|
|Business Rules||Means||"National Small and Medium-sized Enterprise Share Transfer System Stock Issuance Business Rules (Trial)"|
|National Share Transfer System||Means||National SME Share Transfer System Co., Ltd.|
|Company, the Company, Xinhang Technology, Issuer||Means||Hebei Xinhang Tower Technology Co., Ltd.|
|Hualin Securities, sponsoring broker||Means||Hualin Securities Co., Ltd.|
|Accounting firm||Means||Zhongxinghua Certified Public Accountants (Special General Partnership)|
|law office||Means||Beijing Longan Law Firm|
|Yuan||Means||RMB Yuan, RMB 10,000 Yuan|
Unless otherwise specified, all numerical values in this release plan are kept to two decimal places. If the total number does not match the sum of the sub-item values, the rounding is caused by rounding.
First, the company's basic information
Company Name: Hebei Xinhang Iron Tower Technology Co., Ltd.
Securities abbreviation: Xinhang Technology
Stock Code: 831093
Registered address: Zhaoquan Circular Economy Park, Taocheng District, Hengshui City
Legal representative: Dong Wei
Secretary of the Board: Liu Lining
2. Issuance plan
(I) Purpose of Issuance
In order to meet the needs of the company's business development and corporate transformation and upgrading, the funds raised from the proposed issuance of shares are used for investment acquisition of the company's communications industry design field, in order to enhance the company's competitiveness in the field of communication R & D and design, and improve the company's profitability And anti-risk capabilities to promote the company's operations and development.
(II) Priority subscription arrangements for the issuer and existing shareholders
1. Issuing target
According to the relevant provisions of the Measures for the Supervision and Management of Non-listed Public Companies and the Rules on the Appropriate Management of Investors in the National SME Share Transfer System, the target of this issuance is the registered shareholders of the company and no more than 35 shareholders in line with the National SME Share Transfer Addition of qualified investors as required by the Rules on Systematic Investor Appropriateness Management.
If the subscription object is a private investment fund manager or private investment fund, it shall be in accordance with "National SME Share Transfer System Institution Business Q & A (II)-Answers to the Questions Regarding the Registration and Recording of Private Investment Funds".
(1) Explanation of the object of this issuance meeting the suitability of investors
According to Article 6 of the "Administrative Rules on the Appropriateness of Investors in the National SME Share Transfer System", "the following investors may participate in the targeted issuance of listed company shares: (1) Article 39 of the" Supervision and Management Measures for Unlisted Public Companies " Company shareholders, directors, supervisors, senior managers, core employees, and natural person investors, legal person investors, and other economic organizations that meet the requirements for investor appropriateness management;
(2) Investors who meet the conditions for participating in the public transfer of shares of listed companies. "
(2) The affiliation between the object of the stock issuance and the company, shareholders, directors, supervisors, and senior management.
The object of this issuance is not related to the company, shareholders, directors, supervisors and senior management.
2. Priority subscription arrangements for existing shareholders
The stock issuance is subscribed in cash. According to the "National SME Share Transfer System Stock Issuance Business Rules": "If a listed company's stock issuance is subscribed for in cash, the company's existing shareholders have the right to give priority to the issued shares under the same conditions. Subscription. The maximum number of shares that each shareholder can preferentially subscribe is the product of its shareholding ratio in the company and the upper limit of the number of shares to be issued on the date of equity registration. If the articles of association of the company provide otherwise for preferential subscription, such provisions shall prevail. "
As of now, there is no special provision for preferential subscription rights in the "Articles of Association" of Xinhang Technology. Therefore, in accordance with the provisions of the "National SME Share Transfer System Stock Issuance Business Rules (Trial)", the shareholders' meeting to review this issuance plan On the equity registration date, the registered shareholders of the company all have the right of pre-emptive subscription for this share issue. The upper limit of the number of shares that a registered shareholder may subscribe for is the product of its shareholding ratio in the company on the date of equity registration and the upper limit of the number of shares to be issued.
Registered shareholders who exercise the right of pre-emptive subscription should sign the stock issuance plan approved by the shareholders' general meeting, and sign a share subscription contract with the company within 20 transfer days after the disclosure of the relevant resolutions, and within a specified date (subject to the subscription announcement) The subscription funds are remitted to the company's designated account, and overdue is considered abandonment, and the company no longer signs a commitment to abandon the priority subscription with it. Regarding the shares that the registered shareholders have waived their priority subscription, the company shall arrange for other investors to subscribe.
3.Selection of distribution objects
The company plans to issue no more than 5 million RMB ordinary shares at a price of RMB 7.00 per share with no more than 35 new shareholders and a total number of total shareholders of no more than 200 investors. Subscribers who meet the requirements for investor suitability management can declare the number of subscriptions to the company according to the company's arrangements, and the company's board of directors comprehensively considers the types of subscription objects and the degree of fit with the company's future development to determine the issue objects.
The issue is in the form of cash subscription.
After the completion of the targeted issuance, the total number of shareholders of the company will not exceed 200, which is in line with the exemption conditions stipulated in Article 45 of the Measures for the Supervision and Administration of Non-listed Public Companies.
4. New investor subscription arrangements
The newly added investor shall deposit the subscription funds into the special account designated by the company before the specified date (payment date).
(3) Issue price and pricing method
The price of the company's stock is RMB 7.00 per share.
Pricing method: The company's audited net assets attributable to shareholders of the company in 2017 was 86,609,863.14 yuan, calculated based on the company's total share capital of 68,080,000 shares. At the end of 2017, the net assets per share attributable to the company's shareholders was 1.27 yuan. The issue price of the stock is based on a comprehensive consideration of various factors including the development prospects of the communications industry, the company's business model, future development strategy and growth, and the company's net assets per share after the completion of the company's investment acquisition. The intended subscribers will be determined through consensus after full communication.
(4) Number of shares issued
The type of shares to be issued this time is RMB ordinary shares.
The company plans to issue no more than 5 million shares on the premise that the number of new shareholders does not exceed 35 and the total number of total shareholders does not exceed 200 investors. The issue price is RMB 7.00 per share and the amount raised is not more than RMB 35 million.
(5) Dividends, dividends, and share capital since the company was listed and the impact on the company's shares
During the period from the resolution of the board of directors of this stock issuance to the registration date of the share options, the company is not expected to have ex-rights and ex-dividends, and will not cause corresponding adjustments in the number of offerings and the issue price.
Since the company was listed, it has not experienced any dividends or dividends.
(6) The stock issuance restriction arrangement and the undertaking to voluntarily lock the issuer
The newly added shares of this stock issue are registered in Beijing Branch of China Securities Depository and Clearing Co., Ltd.
The object of this issuance has no commitment to voluntarily lock up all its new shares.
(VII) Use of funds raised by the company
Since the company was listed on August 29, 2014, it has completed one stock issue.
1. Basic information of the previous fundraising
The company held the 2015 first extraordinary shareholders meeting on June 15, 2015, reviewed and approved the "Proposal on the Share Issuance Plan of Hebei Xinhang Tower Technology Co., Ltd.", issued 17,080,000 shares at a price of 1.2 yuan per share, The total amount of funds raised is 20,496,000.00 yuan. From June 23, 2015 to July 8, 2015, the company received the share subscription payment deposited by the subscriber. The deposit bank was Hengshui Bank of Hebei Bank, with an account number of 11981700000005. This account was used to raise funds for the company's current share issue. Dedicated users and verified by ZTE Certified Public Accountants (special general partnership), issued a capital verification report of ZTE Certified  No. BJ02-016.
The newly added shares in this stock issue were listed on the National Small and Medium-sized Enterprises Share Transfer System on September 8, 2015 and were publicly transferred. After obtaining the registration letter for the shares issued by the stock transfer system and completing the procedures for the transfer of new shares, the company began to use the raised funds on September 15, 2015, which is in line with the "One Guide for the National SME Stock Transfer System Stock Issuance Business" 2. "Principles" (4) Use of Raised Funds: The listed company shall not use the funds raised in the current share issuance before obtaining a share registration letter.
2.Use of funds raised in the previous round
Since the company was officially listed on August 29, 2014, it has only issued stocks once to raise funds. The raised funds were mainly used to supplement working capital to expand the business scale and enhance the company's market competitiveness and anti-risk capabilities. As of April 30, 2018, all the raised funds of RMB 20,496,000.00 have been used up and will not affect the company's subsequent liquidity. Details are as follows:
|Total funds raised||20,496,000.00||The total amount of funds raised has been invested||20,496,000.00|
|Total funds raised for change of use||0.00|
|Actual use of raised funds||Raised funds total investment||Cumulative total investment as of 2018.4.30||Whether to achieve the expected benefits||Whether the project feasibility has changed significantly|
|Year 2015||2016 year|
|Replenish liquidity (purchase raw materials)||20,496,000.00||0.00||20,496,000.00||Yes||no|
3. The impact of the previous fundraising on the company's operating and financial conditions
The purpose of the previous fundraising is to supplement the working capital needed for the company's operation and development. After the completion of the stock issuance, the company's overall financial condition has improved, and its liquidity has increased, which has a positive role in promoting the company's development.
In the process of using the raised funds, there were no situations in which the raised funds were used in advance, the use of the raised funds was changed, and the raised funds were used or occupied illegally.
(8) Use of funds raised in this offering
1.Use of raised funds
The funds raised this time are used to make investment acquisitions in the R & D and design fields of the communications industry where the company is located, in order to enhance the company's competitiveness in the communications industry design field, improve the company's profitability and anti-risk ability, and promote the company's operation and development.
The amount raised this time does not exceed RMB 35 million, all of which are used for investment acquisition in the design field of the communications industry where the company is located.
2. Necessity and feasibility analysis of the raised funds
With the rapid development of China's mobile communications industry, its demand for supporting communications infrastructure construction is constantly increasing. When China's 4G network has not been fully deployed, the 5G era is coming. In order to enhance the company's competitiveness in the design field of the communications industry, the company plans to make investment acquisitions in 2018, thereby improving the company's profitability and anti-risk ability to ensure the rapid, continuous and stable development of the company's subsequent business.
The acquisition has played a positive role in the company's layout of the field of communication design, is conducive to improving the company's competitiveness, creating new profit points, helping the company's future revenue growth, consistent with the company's long-term development and layout, and affecting the company's future financial status and operations. The results will play a positive role and are in the interests of the company and all shareholders.
In summary, the company's fundraising this time has strong necessity and feasibility.
(9) Management of raised funds
In accordance with the provisions of the National Share Transfer System, "FAQs on the Issuance of Listed Companies' Shares (III)-Management of Raised Funds, Special Terms in Subscription Agreements, Special Types of Listed Company Financing", the company held the first board of directors on August 30, 2016 The 19th meeting reviewed and approved the "Proposal on Formulating the" Management System of Raised Funds of Hebei Xinhang Tower Technology Co., Ltd. "(" The Management System of Raised Funds of Hebei Xinhang Tower Technology Co., Ltd. "For details, please refer to the company's designated information (Announcement No. 2016-038 issued by the disclosure platform), the storage, use, change of use, management and supervision of the raised funds will be strictly implemented in accordance with regulations.
In this stock issuance, the company will set up a special account for raised funds in accordance with regulations, and before the capital verification is completed after the issuance of the stock issuance, it will sign a tripartite regulatory agreement with the brokerage firm and the commercial bank that deposits the raised funds, and submit the tripartite regulatory agreement to supervision and management Department filing.
(10) Disposal plan for rolling undistributed profits before the current share issue
Before the stock issuance, the company's rolling undistributed profits will be shared by the new and old shareholders.
(11) Relevant matters to be submitted to the shareholders' general meeting for approval and authorization
The relevant matters to be submitted to the shareholders' general meeting for approval and authorization are as follows:
1. Hebei Xinhang Tower Technology Co., Ltd.'s 2018 stock issuance plan;
2. Proposal on amending the articles of association of the company;
3. Proposal on requesting the shareholders' meeting to authorize the board of directors to handle matters related to this stock issue;
4. Proposal on establishing a special account for raised funds;
5. Proposal on signing the "Tripartite Supervision Agreement on Raising Funds" with Hualin Securities Co., Ltd. and Hengshui Bank of Hebei Bank Co., Ltd.
(12) Matters concerning the approval, approval or filing of the competent authority in this issuance
The number of new shareholders expected to be added in this offering does not exceed 35. After the issuance, the number of shareholders in the company does not exceed 200, which complies with the requirements of the "Supervision and Management Measures for Non-listed Public Companies" regarding exemption from the application for approval to the China Securities Regulatory Commission.
Therefore, this stock issue does not involve the examination and approval of other competent authorities except for the filing procedures to the National SME Share Transfer System Co., Ltd.
Discussion and analysis of the board of directors on the impact of the stock issue on the company
After this share issue, the business relationship, management relationship, related party transactions and peer competition between the company and the controlling shareholder and its affiliates have not changed.
The funds raised this time are used to make investment acquisitions in the R & D and design fields of the telecommunications industry where the company is located, in order to enhance the company's competitiveness in the field of communications R & D and design, and improve the company's profitability and anti-risk capabilities.
After the issuance, the company's total assets and net assets have increased significantly, which has a positive impact on other shareholders 'equity or other types of shareholders' equity.
There are no other unique risks in this share issue.
4. Other important matters that need to be disclosed
(I) Explanation of other major matters to be disclosed
The following situations do not exist in this share issue:
1. The company's rights and interests have been seriously damaged by shareholders and its related parties and have not been eliminated;
2. The company and its subsidiaries provided external guarantees in violation of regulations and have not been released;
3. The current directors, supervisors, and senior management personnel have been administratively punished by the China Securities Regulatory Commission within the past 24 months or have been publicly condemned by the national stock transfer system within the last 12 months;
4. The company and its controlling shareholders, actual controllers, controlling subsidiaries and all directors, supervisors and senior management personnel are subject to joint disciplinary actions against dishonesty.
5. Other serious damages to shareholders' legal rights or social public interests.
V. Intermediary Agency Information
(I) Sponsor Broker: Hualin Securities Co., Ltd.
Address: No. 3, 1st Floor, Building B, Juntai International, No. 1-1, Chagu Avenue, Liuwu New District, Lhasa, Tibet. Legal Representative: Lin Li
Person in charge of the project: Yuan Yuhui
Project team member: Yuan Yuhui
(II) Law Firm: Beijing Longan Law Firm
Law Firm: Beijing Longan Law Firm
Address: Room 188, Beijing International Club, No. 21 Jianwai Street, Chaoyang District, Beijing
Attorneys: Wang Yijing, Gao Wei
(3) Accounting firm: ZTE Certified Public Accountants (special general partnership)
Institution Name: Zhongxinghua Certified Public Accountants (Special General Partnership)
Address: 15th floor, East Tower, No. 1 Fuwai Street, Xicheng District, Beijing
Executive Partner: Li Hui
Certified Public Accountants: Li Hui, Huang Fu Shaoqing
All directors of the company:
Dong Wei Yang Fei Liu Lining
Liu Miaoxin Dou Yingchun
All supervisors of the company:
Li Qingzhou Wang Yuchen Zhang Ruiduan
All senior management staff:
Yang Fei Liu Lining Dou Yingchun
Hebei Xinhang Tower Technology Co., Ltd.
May 31, 2018