Liquidmetal Technologies Inc (LQMT)

[PayMEmf]

First, the relevant matters related to the non-public offering of shares has been December 2, 2016 the second session of the Board of Directors at its thirty-fourth meeting, subject to the approval of the shareholders of the Company and the China Securities Regulatory Commission approval. The issuance of the approval and approval of the existence of major uncertainties, hereby draw the attention of investors in the investment risk.
Second, the number of non-public offering of A shares does not exceed 5,000 shares. Within the above scope, the Board of Directors shall determine the final issue amount in consultation with the sponsor (lead underwriter) in light of the market-oriented inquiry at the time of issue, as authorized by the shareholders' general meeting. If the company's shares in the non-public offering of the board of directors of this announcement date to the issue date of ex-dividend, ex-dividend behavior, the number of non-public offering will be adjusted accordingly.
Third, the pricing of the issue date of the issue date. (2) the issue price is lower than the first day of issue of the first 20 trading days, the average price of the company's shares but not less than (1) the issuance price of not less than the first day of issue the first trading day the average price of the stock; Or the issue price is lower than the average price of the company's stock on the first trading day before the first day of issue but not less than 90%. 20 trading days before the benchmark price = average price of the stock before the trading day / 20 trading days of the total number of stock trading ÷ pricing base the previous day / 20 trading days the total amount of stock transactions. Dividends, bonus shares, capitalization of capital reserves and other ex-dividend and ex-dividend occur in the period from the base date to the date of issuance of the shares of the Company, the issue price will be adjusted accordingly. The final issue price will be authorized by the General Meeting of Shareholders to obtain the approval document issued by the China Securities Regulatory Commission, in accordance with the relevant provisions of the China Securities Regulatory Commission, according to the results of the auction and the sponsor (lead underwriter) consultation.
Fourth, the non-public offering of shares to meet the requirements of the China Securities Regulatory Commission securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors (including the above investors Self-operating or managed investment products account), other domestic legal investors and natural persons and not more than five specific investors. Where a securities investment fund management company subscribes by two or more funds under its management, it shall be deemed to be the object of issuance; the trust and investment company shall,
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Dongguan Yian Technology Co., Ltd. non-public offering plan, can only subscribe to its own funds.
The issuance object is authorized by the general meeting of shareholders to obtain the approval document issued by China Securities Regulatory Commission, in accordance with the relevant provisions of the China Securities Regulatory Commission, according to the auction results and the sponsor (lead underwriter) consultation.
Fifth, all objects are issued in cash to subscribe for shares of this issue. (1) The issue price shall not be lower than the average price of the Company's stock on the first trading day prior to the first issue day of the issue period, and the price of the shares shall not be lower than the average price of the stocks on the first trading day prior to the issuance date (2) the issue price is lower than the average price of the Company's shares but not less than 90% of the trading days prior to the first trading day of the issuance period, or the issue price is lower than the issue price If the average price of the Company's shares is not less than 90% on the first trading day prior to the issue date, the shares may not be listed for trading within 12 months from the date of issuance. After the lock-up period is ended, the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange shall be implemented.
Six, the total amount of funds raised in this issue does not exceed 678,137,000 yuan (including 67,813.70 million), after deducting the issue costs will be used for the following items:
      Serial number
 project name
  Total investment of the project (10 thousand yuan)
     Intended to raise funds raised
The amount of gold (million)
     1
 Yi'an Yunhai light alloy precision die casting production base project
  50,000.00
     27,300.00
     2
    Amorphous alloy (liquid metal) precision structure of industrial expansion project
   30,000.00
      27,300.00
     3
   Amorphous alloy (liquid metal) research and development center construction project
  13,713.70
  13,213.70
 total
    93,713.70
      67,813.70
     The offering to raise funds in place, if the actual net proceeds raised less than the amount of funds to be raised, not
Foot part of the company's own funds or through other financing self-financing solution.
Before the issuance of the proceeds, according to the company's operating conditions, development plans and the actual situation of the project, the company has been using its own funds or bank loans to raise funds for investment projects in advance to raise funds in place, the funds raised will For the replacement of their own funds have been invested or related bank loans.
VII. Pursuant to the relevant requirements of the Circular on Further Implementing the Cash Dividends of Listed Companies issued by the China Securities Regulatory Commission and the relevant requirements of the Guidelines on Supervision of Listed Companies No. 3 - Cash dividends of listed companies, the Company has made relevant provisions in the Articles of Association of the Company Has been revised. The Twelfth Meeting of the Second Board of Directors reviewed and approved the Share Repurchase Plan for the next three years (2015-2017), which was considered and approved at the 2014 Annual Shareholders' General Meeting. For details of the Company's profit distribution and cash dividend policy, please refer to this non-public offering
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Dongguan Yian Technology Co., Ltd. pre-planned non-public offering votes "Section IV of the company's profit distribution policy and implementation."
Eight, the non-public offering to raise funds in place, the company's net assets will increase substantially, the total share capital is also a corresponding increase, which may dilute the company's immediate return. Although in order to protect the interests of investors, the company issued a return on dilution of the current number of measures taken by the company, but the company does not mean to fill the reimbursement of the future profits of the company to make sure.
Nine, this issue will not lead to changes in the company's controlling shareholder and actual controller. After the completion of this non-public offering, the Company's equity distribution in line with the listing requirements of the Shenzhen Stock Exchange, does not lead to non-compliance with the conditions of the stock market situation.
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Dongguan Yian Technology Co., Ltd
Non - public offering plan
 table of Contents
statement................................................. .................................................. ........................................... 2 Special Note .... .................................................. .................................................. ................................... 3 Contents ............. .................................................. .................................................. ............................. 6 Interpretation .................................................. .................................................. ....................... 8 The first section of this non-public offering program outline ............... .................................................. ......................9
First, the basic situation of the issuer ........................................... .................................................. 9 Second, the background and purpose of this non-public offering ... ... ... ... ... ... ... ... .................................................. ................ 9 III, the object of the issue and its relationship with the company ....................... .................................................. ... ... ... ... ... ... ... ... ... ... Fourth, the non-public offering program outline ....................... .................................................. ............................ 13 VI, the issuance of related party transactions related to ... ... .................................................. .................. 16 VII, this issue is whether the change in corporate control ... ... ... ... ... ... .................................................. 16 VIII, this issue does not lead to the distribution of equity market conditions ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... .................................................. 17
Section II of the Board of Directors on the use of funds raised feasibility analysis ................................... ......................... 18 I. Use of Planned Funds for Non-public Offering .................................................. .............. 18 Second, the feasibility study of investment projects to raise funds ....................... .................................................. ... 18 Third, to raise funds for investment projects involving the approval of the note ... ... ... ... ... ... ... ... .................................. 27 Fourth, the issue of the company's management and financial status of the impact. .................................................. .......... 27 V. Feasibility analysis of investment projects with raised funds ................................. ................................................ 28
Section III Board of Directors on the issue of the company's impact on the discussion and analysis ................................... ....................... 29 I. After the issuance of the company's business and assets, "Articles of Association", shareholder structure, senior management structure, business structure Variety................................................. .................................................. .............................. 29 Second, the company's financial position after the release, profitability Capabilities and Cash Flows ............................... 30 III. Relationship between the Company and the actual controller and the Company Changes in business relationships, management relationships, related party transactions, and intra-industry competition among related parties ............................... .................................................. ........................................... 31 IV , After the completion of this issue, the company is the existence of funds, assets, the controlling shareholder and its affiliates take up the situation, or the company for the controlling shareholder and its associated persons to provide security situation .................................................. ... 31
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Dongguan Yian Technology Co., Ltd. non-public offering plan
 Fifth, the impact of this issue on the company's debt ....................................... .......................................... 31
6. Explanation of the risks associated with the issuance of the shares .....................

Dongguan Yian Technology Co., Ltd
Non - public offering plan
 Interpretation
In this plan, unless otherwise stated, the following abbreviations have the following meanings:
Issuers, companies, the Company,
 Listed companies, Yian technology
Refers to
 
Dongguan Yian Technology Co., Ltd
This plan
Refers to
 
The company plans to non-public offering of shares
 
The non - public offering of shares, the
Times non-public offering, this issue
Refers to
The non-public offering of not more than 50 million shares (including 5,000 shares) of the stock
Controlling shareholder, Yian Industrial
Refers to
 
Yi An Industry Co., Ltd.
 
Sea of ??clouds metal
Refers to
Nanjing Yunhai Special Metals Co., Ltd. is a small and medium board listed company in Shenzhen Stock Exchange with stock code 002182
Chaohu sea of ??clouds
Refers to
 
Chaohu Yunhai Magnesium Co., Ltd., The Department of the sea of ??metal holding subsidiaries
Board of Directors
Refers to
 
Board of Directors of Dongguan Yian Technology Co., Ltd
 
Shareholders' General Meeting
Refers to
Dongguan Yian Technology Co., Ltd. Shareholders' General Meeting
"company policy"
Refers to
 
"Dongguan Yian Technology Co., Ltd. Articles of Association"
"Company Law"
Refers to
 
"Company Law of the People's Republic of China"
 
"Securities Law"
Refers to
"Securities Law of the People's Republic of China"
China Securities Regulatory Commission and China Securities Regulatory Commission
Refers to
 
China Securities Regulatory Commission
Shenzhen Stock Exchange
Refers to
 
Shenzhen Stock Exchange
 
Yuan, million, billion
Refers to
RMB yuan, RMB million and RMB billion
Does not exceed
Refers to
  Containing the number
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Dongguan Yian Technology Co., Ltd. non-public offering plan
    The first section of the non-public offering program summary
First, the basic situation of the issuer
     company name
   Dongguan Yian Technology Co., Ltd
     English name
      Dongguan Eontec Co., Ltd.
    Registered capital
 40,977 million
     Stock to market
   Shenzhen Stock Exchange
     Stock abbreviation
      Yian Technology
    Stock code
 300328
     Legal representative
   Li Yangde
     Date of establishment
      27 May 1993
    Listing Date
 June 19, 2012
     Company residence, office address
   Dongguan City, Guangdong Province town of Silver Spring Industrial Zone
     Postal code
      523662
    phone
 0769-87387777
     fax
   0769-87367777
     E-mail
      [e-mail]
    company website
    Http://www.e-ande.com
    Second, the non-public offering of the background and purpose
  (A) of the background of this non-public offering
1, light alloy precision die casting industry continues to grow
With the downstream manufacturing industry gradually gathered in China, China's die-casting industry with China's overall level of industrialization has been developed by leaps and bounds, and gradually developed into a world die-casting power. From the perspective of the output of die casting, with the sustained and rapid development of China's automotive, communication infrastructure, 3C products, equipment manufacturing, household appliances, mechanical and electrical instruments, light industry and other foreign die-casting industry to China,
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Dongguan Yian Technology Co., Ltd. non-public offering plan
 In recent years have maintained rapid growth. China's die-casting production in 2011-2014 is about 1.9 million tons, 2.1 million tons, 2.35 million tons and 2.6 million tons. The growth rates for 2011 to 2014 are 10.5%, 10.5%, 11.9% and 10.6% respectively. The downstream industry, the demand for light alloy die casting continued growth in the size of this non-public offering to raise funds to invest in the smooth implementation of the important guarantee.
2, the company has gradually accumulated a wealth of customer resources
In the field of light alloy precision die-casting products, the company has accumulated many well-known customers. In the field of mobile phones, the company successfully entered the Huawei, Lenovo, Samsung, millet, MOTO and many other well-known domestic and foreign mobile phone supply chain; in the field of notebook computers, industry-renowned Lenovo, Wistron, and Shuo, Lianbao In cooperation with General Motors in the magnesium alloy door project, but also for the ThyssenKrupp (TKP), the ZF TRW (TRW), the United States and the United States, , AW EUROPE and other mass production of automotive steering system, for the Harman Baker (HBA), Desai Automobile, Alpine (Alpine) to provide car navigation product structure.
In the field of amorphous alloy products, the company entered the supply chain of well-known customers at home and abroad, such as Jinli, Yingwei Da, Moto, millet, Geli, Huawei, Qi cool 360, Haimenmi electronics, Fingerprint pads, protective cover stent, Cato, cell phone box, hand ring case and other structural parts.
The company has accumulated a wealth of customer resources for the company's future long-term sustainable development laid the foundation, but the company's existing production capacity and customer demand compared to the gap.
3, amorphous alloy has excellent material properties and good application prospects
Amorphous alloy, also known as liquid metal or metal glass, has excellent material properties, is expected to become engineering plastics, light alloy 3C products after the third generation of new materials, the company is the industry to achieve a very small number of amorphous alloy (liquid metal) In the field of consumer electronics business, one of the suppliers, in the field of amorphous alloy mastered the industry-leading core technology. Amorphous alloy and has a solid, metal, glass, integrated properties, under certain conditions to maintain high strength, high hardness, corrosion resistance, wear resistance, high resistivity, excellent magnetic properties. The hardness is more than 10 times the magnesium alloy, stainless steel, titanium alloy more than 1.5 times; density moderate, lighter than the stainless steel, titanium than the ratio of titanium, titanium alloy is more than 10 times the strength of magnesium alloy, magnesium alloy, Alloy slightly heavier.
4, the company in the field of amorphous alloy depth of strategic layout 10
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
 The company's actual controller Professor Li Yangde acquired Liquidmetal Technologies, Inc. (US liquid metal company) (US OTCBB listed companies, the United States Liquid Metal is the world's top bulk amorphous metal R & D and commercial enterprises, with a full range of (Data source: Integrated Service Platform of State Intellectual Property Office), Prof. Li Yangde promised to inject it into Yi'an Technology in the future, which is of great significance to the realization of the intellectual property rights of the amorphous metal, Depth cooperation between the liquid metal companies, with its patent applications and patent protection advantages of the smooth development of the US market is of great significance and to promote the role of the company's liquid metal technology products continue to maintain industry-leading edge to establish effective technical barriers. This will further strengthen the company's liquid metal production capacity and the United States liquid metal research and sales channels complement each other, access to including auto parts manufacturing, sporting goods, medical equipment and other industrial customers a wide range of market opportunities related products , Is conducive to play to their respective advantages, accelerate the company's core product market development, to build a "liquid metal alloy of the global market."
  (2) the purpose of this non-public offering
1, reduce the cost of materials, enhance the market competitiveness of products
"Yi'an Yunhai Light Alloy Precision Die Casting Production Base Project" is jointly invested by Nanjing Yunhai Special Metals Co., Ltd. (Shenzhen Stock Exchange Small and Medium Board Listed Company, stock code 002182) jointly invested by Nanjing Yunhai Special Metals Co., Ltd. Of the subsidiary Chaohu Yunhai Magnesium Co., Ltd. has an annual output of 50,000 tons of magnesium alloy production capacity. The construction site of the project is close to Chaohu Yunhai Magnesium Industry Co., Ltd, which can reduce the transportation cost of raw material supply. It is advantageous for the project company to obtain the raw materials at preferential price. It can also save the magnesium alloy raw materials through direct docking. Melting of magnesium alloy in the process of energy input and the oxidation of raw materials consumption, reduce recycling costs. The preliminary estimates, the project's magnesium alloy costs will be lower than the company 15% -20%, help to enhance the company's product cost advantage and market competitiveness.
2, expansion and optimization of product lines, consolidate industry position
The combination of market opportunities and development needs, will be superior products to the market is to maintain the company's rapid development of power, precision structural parts of amorphous alloy in recent years the company made a major breakthrough in innovation, has a good market prospects and high technical barriers. Companies need to use years of operating experience, play in the existing technology, cost, size advantage, based on industry opportunities, market conditions, the actual situation of customer needs,
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Dongguan Yian Technology Co., Ltd. non-public offering plan
 Promote high technology content, good market prospects, the expected higher yield products, capacity expansion plan. Through this non-public offering of shares, you can expand the scale, optimize the layout of production capacity to adapt to market trends, and continue to accumulate high-quality core customers, consolidate the company's industry position.
3, to achieve strategic layout, close to high-quality target customers
Since the establishment of the company, the operating location has been located in the Pearl River Delta region, the Pearl River Delta region consumer electronics, automotive, home appliances, power tools, LED, metal products and other industries for rapid growth of the company provides a favorable external environment. In order to further explore the national market and realize the strategic layout of the company, the project construction site is located in Chaohu, Anhui, with obvious advantages, located in the hinterland of the Yangtze River Delta, "Hopewell" Golden Triangle Center. Through the implementation of this project, we can realize the strategic layout of the "Pearl River Delta + Yangtze River Delta" dual production base, radiating the target customers such as automobile and consumer electronics in the Yangtze River Delta region, providing more convenient and quick service for customers, Enhance price competitiveness.
In the automobile field, the Yangtze River Delta region is one of the largest automobile production bases in China. There are well-known automobile manufacturers such as SAIC, Shanghai Volkswagen, Shanghai GM and so on. There are the most complete and largest auto parts industry gathering areas in China. In Anhui Province, Chery Automobile, JAC, Hefei Changan and other auto manufacturers. In the field of notebook computers, the project can be radiation Hefei LCFC (Lianbao, Lenovo Group and Taiwan Compal Group joint venture), Suzhou Pegatron (Hutchison), Shanghai HP (HP) and Kunshan Wistron (Wistron), Kunshan Compal and other domestic The main assembly plant for notebook computers.
4, to strengthen R & D investment, enhance the company's overall strength
With the related industries to improve the degree of acceptance of amorphous alloys, more and more companies use amorphous alloy design and production of precision parts and products, especially high-intensity, difficult to final shape and size precision of complex thin-walled structure . Amorphous alloy is a new material with superior performance, and will be widely used in the fields of new energy vehicles, consumer electronic products, highly efficient catalytic sewage treatment, sports equipment, precious metal luxury goods, high-end medical equipment and aerospace. The existing technology reserves and the pace of industrialization and customer demand, there is still a gap, which the company's existing R & D and production system put forward higher requirements. Through this non-public offering of shares, the company can strengthen R & D investment, optimize the smelting and casting process, improve the amorphous strength and toughness and corrosion resistance, expand to meet the industrial needs of new amorphous alloy components and new system, and continuously develop to meet different industries Demand for non-gold alloy products and production equipment; can shorten the development cycle of new products for the company to further explore the amorphous alloy products market, enhance the company's profitability and overall strength, and lay a solid foundation.
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Dongguan Yian Technology Co., Ltd. non-public offering plan
   Third, the issue of the object and its relationship with the company
The issuance of this object is not more than 5, in line with the provisions of the securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors and other domestic corporate investors, natural persons. The issuance object is authorized by the general meeting of shareholders to obtain the approval document issued by China Securities Regulatory Commission, in accordance with the relevant provisions of the China Securities Regulatory Commission, according to the auction results and the sponsor (lead underwriter) consultation. All objects are issued at the same price to subscribe for the non-public offering of shares, and are cash to subscribe.
At present the company has not yet determined the issue object, and therefore can not determine the issue of the relationship between the object and the company. The relationship between the issuer and the company will be disclosed in the "Issuance Report" after the announcement.
  Fourth, the non-public offering program summary
  (1) Types and par value of shares issued
The issue of shares for the domestic listed RMB ordinary shares (A shares), par value of RMB 1 per share.
(2) Issuance method
The non-public offering of shares to all the way to a specific object of non-public offering, approved by the China Securities Regulatory Commission within six months after the release of the machine. The Company will, after obtaining the approvals for issuance, determine the issue period after consultation with the sponsor.
  (C) the object of the issue and subscription
The non-public offering of shares to meet the requirements of the China Securities Regulatory Commission securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors (including the self-employed investors Account or management of investment products account), other domestic corporate investors and natural persons and not more than five specific investors. Where a securities investment fund management company subscribes for two or more funds under its management, it shall be regarded as a target of issuance; if the trust and investment company as the object of issuance can only subscribe to its own funds.
Issued by the shareholders of the General Assembly authorized by the Board of Directors in the approval document issued by the China Securities Regulatory Commission, in accordance with the relevant provisions of the China Securities Regulatory Commission, according to the auction results and the issuance of the sponsor (lead underwriter consultation
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Dongguan Yian Technology Co., Ltd. Non - public offering of stock plan. Issuance of objects are in cash subscription.
(4) Pricing basis date
  The non-public offering pricing benchmark for the company's non-public offering date.
  (5) Pricing and Pricing Principles of Shares Issued
The Board of Directors shall authorize the Board of Directors to confirm and announce the pricing of any of the following issue pricing methods subject to the approval of the CSRC upon approval of the relevant laws and regulations and the requirements of the securities regulatory authorities:
1, the issue price of not less than the first day before the issue date the average price of stock;
2. The issue price is lower than the average price but not less than 90% of the share price of the Company in the twenty trading days prior to the first day of issue of the issue date, or the issue price is lower than the average price of the company's stock on the first trading day before the first day of issue period but not less than 100% ninety.
The average trading price of the stock on the first / 20th trading day of the first issue of the issue date = the total trading volume of the first / 20th trading day of the first day of issue / the total trading volume of the first / 20th trading day before the first issue date.
Within the above range, the specific issue price is determined by the Board of Directors in consultation with the sponsor (underwriter) in accordance with the circumstances of the issuance of the offer in accordance with the authorization of the shareholders' general meeting.
To adjust the pricing base date of this issue, the Company will convene a separate board meeting and the shareholders' meeting to consider.
If the shares of the company in the pricing base date to the issuance period prior to the distribution of dividends, bonus shares, capital reserve capitalization ex dividend ex-rights issues, the issue price will be adjusted accordingly. The adjustments are as follows:
Distribution of cash dividends: P1 = P0-D
Bonus bonus or capitalization: P1 = P0 / (1 + N)
Cash dividends are paid at the same time: P1 = (P0-D) / (1 + N)
Where P0 is the pre-adjustment reserve price, D is the cash dividend per share, N is the bonus share or share capital, and the adjusted reserve price is P1.
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Dongguan Yian Technology Co., Ltd. non-public offering plan
 (6) the number of issues
The non-public offering of shares to raise funds not more than 67,813.70 million (including 67,813.70 million), the number of non-public offering of shares not more than 50 million shares (including 5,000 shares). Within the above scope, the Board of Directors of the Company shall, in accordance with the authorization of the Shareholders' General Meeting, determine the final issue in consultation with the sponsor (underwriter) according to the market-oriented inquiry.
If the shares of the company in the non-public offering of the notice date to the date of issue dividends, bonus shares, capitalization of capital stock dividends ex dividend matters, the number of shares issued will be adjusted accordingly, the adjustment formula is as follows:
Q1 = Q0 (N + 1)
Q0 is the upper limit of the number of shares issued before the adjustment; N is bonus issue or conversion of shares per share
Q1; Q1 is the adjusted upper limit of the number of issued shares. (7) Restricted period
(1) The issue price shall not be lower than the average price of the Company's stock on the first trading day prior to the first issue day of the issue period, and the price of the shares shall not be lower than the average price of the stocks on the first trading day prior to the issuance date (2) the issue price is lower than the average price of the Company's shares but not less than 90% of the trading days prior to the first trading day of the issuance period, or the issue price is lower than the issue price If the average price of the Company's shares is not less than 90% on the first trading day prior to the issue date, the shares may not be listed for trading within 12 months from the date of issuance. After the lock-up period is ended, the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange shall be implemented.
(8) Place of listing
  The non-public offering of shares will apply for trading in the Shenzhen Stock Exchange.
  (9) The non-public offering of shares before the company rolling profits arrangement
  After the completion of this offering, the new and old shareholders of the Company jointly enjoy the profits accumulated before the issuance of this issue.
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Dongguan Yian Technology Co., Ltd. non-public offering plan
   (10) the number of funds raised and use
The non-public offering of shares to raise funds totaling not more than 678,137,000 yuan, after deducting the issue costs will be used for the following items:
Serial number
project name
 
Total investment of the project (10 thousand yuan)
 
 
Intended to raise funds raised
The amount of gold (million)
1
Yi'an Yunhai light alloy precision die casting production base project
 
50,000.00
 
 
27,300.00
2
Amorphous alloy (liquid metal) precision structure of industrial expansion project
 
30,000.00
 
 
27,300.00
3
Amorphous alloy (liquid metal) research and development center construction project
 
13,713.70
  
 
13,213.70
 
 
total
93,713.70
 
67,813.70
 
 After the issuance of funds raised in place, if the actual amount of funds raised to raise funds raised below the proposed amount, the lack of part of the company's own funds or through other financing self-financing solution.
Before the issuance of the proceeds, according to the company's operating conditions, development plans and the actual situation of the project, the company has been using its own funds or bank loans to raise funds for investment projects in advance to raise funds in place, the funds raised will For the replacement of their own funds have been invested or related bank loans.
 (11) the validity of the resolution on the non-public offering of shares
The non-public offering program resolution is valid for the shareholders of the company to consider the adoption of this non-public offering of the relevant motion within 12 months from the date.
  Fifth, the issuance of related party transactions
At present, this issue has not yet determined the issue of the object, the final existence of the related party to subscribe for the company this non-public offering of shares constitutes a connected transaction circumstances, will be released after the announcement of the "release report" disclosed.
  6, this issue led to changes in corporate control
Before the non-public offering, as of November 15, 2016, the controlling shareholder of Yian Industrial Co., Ltd. holds 180 million shares of Yian Technology, accounting for 43.93% of the total share capital (the total share capital of 40,977 shares), the actual controller Li Yangde Mr. holds 99.999% stake in Yian Industrial.
After the offering, pursuant to the maximum number of shares to be issued (5,000,000 shares), Yi An Industrial Co., Ltd. holds 16


Dongguan Yian Technology Co., Ltd. non-public offering plan
 Ann Technology 180 million shares, the proportion will not be less than 39.15%, Yian Industrial Co., Ltd. is still the controlling shareholder of the company, Mr. Li Yangde is still in actual control. Therefore, the non-public offering will not lead to changes in the company's control.
  7, this issue does not lead to the distribution of shares listed conditions
  This issue will not lead to the company's equity distribution does not have the listing conditions.
  Eight, the issuance program still need to report the approval process
The issuance plan has been the company on December 2, 2016 the second session of the Board of Directors at its thirty-fourth meeting to consider the company's shareholders meeting to consider the adoption of this program, the need to declare to the China Securities Regulatory Commission. Upon approval of the CSRC, the Company will apply to the Shenzhen Stock Exchange and the Shenzhen Branch of the China Securities Depository and Clearing Corporation Limited for the issuance and listing of shares, and carry out the relevant approval and registration procedures for the non-public issue of shares.
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Dongguan Yian Technology Co., Ltd. non-public offering plan
  Section 2 Board of Directors on the feasibility of the use of funds raised
  First, the non-public offering to raise funds to use the program
The company's non-public offering of shares to raise funds of not more than 67,813.70 million, the proceeds after deduction of the proceeds to be used for the following items:
     Serial number
 project name
  Total investment of the project (10 thousand yuan)
     Intended to raise funds raised
The amount of gold (million)
     1
 Yi'an Yunhai light alloy precision die casting production base project
  50,000.00
     27,300.00
     2
 Amorphous alloy (liquid metal) precision structure of industrial expansion project
  30,000.00
     27,300.00
     3
    Amorphous alloy (liquid metal) research and development center construction project
   13,713.70
     13,213.70
 total
   93,713.70
     67,813.70
 After the issuance of funds raised in place, if the actual amount of funds raised to raise funds raised below the proposed amount, the lack of part of the company's own funds or through other financing self-financing solution.
Before the issuance of the proceeds, according to the company's operating conditions, development plans and the actual situation of the project, the company has been using its own funds or bank loans to raise funds for investment projects in advance to raise funds in place, the funds raised will For the replacement of their own funds have been invested or related bank loans.
  Second, the feasibility of investment projects to raise funds
  (A) of the sea of ??light alloy precision casting production base project
1, the basic situation of the project "Yi'an Yunhai light alloy precision die casting production base project" by the company and the Nanjing sea special metal stocks
Co., Ltd. (hereinafter referred to as "the sea of ??metal") to invest 500 million yuan to implement.
The implementation of the project is jointly funded by the Company and Yunhai Metal. The Company and Yunhai Metals account for 60% and 40% of the total investment respectively in Yunan. The project covers an area of ??about 58,519 square meters, will invest in the construction of a total area of ??about 25,197 square meters of production workshop, office buildings, dormitories and other buildings. The total investment of 500 million yuan, of which the company invested 300 million yuan, intended to non-public
18
 
   Dongguan Yian Technology Co., Ltd. non-public offering plan
 Development of the stock to raise funds invested 273 million yuan, working capital will not use to raise funds. After the project is fully put into operation, it is expected to realize an annual income of about 100,000,000 yuan and an annual net profit of about 102.75 million yuan.
  After completion and fully put into production, the project is expected to increase production capacity as follows:
     Target customers
      product
      material
      Weight (kg)
      Annual output (pieces)
        laptop
     Laptop case
     magnesium alloy
     0.15
     3,535,488
               steering system
    Aluminum alloy
    0.80
    898,560
       steering system
     Aluminum alloy
     0.70
     1,797,120
       Steering bracket
      magnesium alloy
      1.00
      1,412,023
       Navigation products
    magnesium alloy
  0.45
    1,098,240
   car
    Car stereo
       Aluminum alloy
   0.35
      1,235,520
              battery box
      Aluminum alloy
      26.00
      154,440
       The door
    magnesium alloy
    4.00
    205,920
        dash board
      magnesium alloy
      4.00
      411,840
           Communication base station
    Aluminum alloy
    12.00
    411,840
    other
        Elevator pedal
     Aluminum alloy
     16.00
     154,440
                                                                                                                             Note: The company's products are mostly non-standardized products, the actual product model and product structure will be in the actual implementation process according to
Customer orders vary.
2, the project investment budget
The total investment of the project is about RMB 500 million. The specific investment expenditure is as follows:
     Serial number
      name
      The amount of investment (million)
      Investment accounted for
        1
     Total Investment in Fixed Assets
     45,500
     91.00%
      1.1
     Production equipment purchase and installation
     37, 853
    75.70%
        1.2
     Land and engineering construction
     7,647
      15.30%
      2
    Working capital
    4,500
     9.00%
        3
      Total investment of the project
         50,000
       100.00%
                                                                    19
Dongguan Yian Technology Co., Ltd. non-public offering plan
 3, the project development prospects (1) domestic die-casting industry continues to grow
With the downstream manufacturing industry gradually gathered in China, China's die-casting industry with China's overall level of industrialization has been developed by leaps and bounds, and gradually developed into a world die-casting power. From the perspective of the output of die castings, with the sustained and rapid development of China's automotive, communications infrastructure, 3C products, equipment manufacturing, household appliances, mechanical and electrical instruments, light industry and other foreign die-casting industry to China, To maintain rapid growth. China's die-casting production in 2011-2014 is about 1.9 million tons, 2.1 million tons, 2.35 million tons and 2.6 million tons. The growth rates for 2011 to 2014 are 10.5%, 10.5%, 11.9% and 10.6% respectively. (Source: China Foundry Association; China Industry Information Network, http: //www.chyxx.com/)
As more and more high-end manufacturing industry, the transfer of production capacity to China, China die-casting industry in the process of growth is also continuing to upgrade the structure, precision die casting proportion gradually increased. As of the end of 2013, China's die-casting products for the automotive industry has more than 70%, reaching the level with the developed countries.
(2) the trend of light-weight automotive light-alloy die-casting boost boost demand continues to grow
According to China Association of Automobile Manufacturers statistics, in 2015 the national car production reached 2,450.33 million, continue to maintain the status of the world's number one automobile production and sales power; secondly, due to energy, environment, safety and other reasons, the car lightweight requirements increasingly urgent , 60% of the fuel used by the vehicle is consumed in the weight of the vehicle, and the fuel consumption can be reduced by 8% to 10% and the emission can be reduced by 10% for every 10% of the weight of the vehicle. Once again, the lightweight material is an important way to realize the lightweight vehicle. , Laws and regulations around the world on the car more environmentally friendly requirements,
 20
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
 The external driving force of the policy to accelerate the pace of the lightweight vehicle; the same time, the mileage is the development of new energy vehicles, the main bottleneck, the new energy vehicles lithium battery energy density is relatively slow, as much as possible to reduce body weight increased mileage Option. Therefore, the growth of automobile production and the growth of the consumption of light alloy for single automobile will bring a broad market space for light alloy die casting industry.
(3) the company expanded product with a wealth of customer resources
In the field of light alloy precision die-casting products, the company has accumulated many well-known customers. In the field of mobile phones, the company successfully entered the Huawei, Lenovo, Samsung, millet, MOTO and many other well-known domestic and foreign mobile phone supply chain; in the field of notebook computers, industry-renowned Lenovo, Wistron, and Shuo, Lianbao In cooperation with General Motors in the magnesium alloy door project, but also for the ThyssenKrupp (TKP), the ZF TRW (TRW), the United States and the United States in the automotive industry, , AW EUROPE and other mass production of automotive steering system, for the Harman Baker (HBA), Desai Automobile, Alpine (Alpine) to provide car navigation product structure.
Rich customer resources for the company's products to provide a broad and stable market demand, but the company's existing production capacity compared with the needs of customers there are still gaps. The cooperation relationship with the core customers will provide strong guarantee for the successful implementation of this project and the quick release of production capacity.
4, project implementation planning and economic benefits
The construction period of this project is about 30 months, the first year after the completion of the project construction rate of 30%, the second annual production rate of 70%, the third year of full production. After full production, the project is expected to achieve annual revenue of about 100 million yuan, annual net profit of about 102.75 million yuan, the total investment rate of return to 14.53% (after-tax), static investment recovery period of 6.1 years, with good earnings And investment recovery capabilities.
  (B) amorphous alloy (liquid metal) precision structure of industrial expansion project
1, Project Overview
The company is one of the few suppliers in the field of amorphous metal (liquid metal) precision structural parts in the field of consumer electronics business, in the field of amorphous alloy master the industry-leading core technology. In order to give full play to the company in the field of amorphous alloy precision structure of the leading technology and market competitive advantage, the total investment of about 30,000 million, of which intends to non-public offering of shares to invest 273 million yuan, working capital will not Use raised funds. The implementation of the project is to Yian technology, the project is fully put into operation, is expected to be
twenty one
 
Dongguan Yian Technology Co., Ltd. non-public offering plan to achieve annual revenue of about 70,000 million, annual net profit of about 94.5 million yuan.
  The implementation of the project is to Yian technology.
The project will fully rely on the company in the amorphous alloy materials, technology, equipment and other aspects of the technical advantages and production experience, built and fully put into operation, the project is expected to increase production capacity as follows:
    project
       material
      Weight (kg)
     Annual output (pieces)
   Single Cato
  Amorphous
 0.005
 10,000,000
   Double Cato
     Amorphous
   0.005
   8,000,000
   The shaft
     Amorphous
   0.008
   15,000,000
   phone case
     Amorphous
   0.04
   900,000
   Camera housing
     Amorphous
   0.025
   2,000,000
   Case
       Amorphous
      0.018
     750,000
   Rotate the bracket
  Amorphous
 0.0015
 12,000,000
   Notebook pivot bracket
     Amorphous
   0.012
   9,000,000
   Notebook fixed bracket
     Amorphous
   0.024
   9,000,000
   Wearable equipment fittings
       Amorphous
      0.002
     20,000,000
   other
    Amorphous
    0.01
   20,000,000
     Note: The company's products are mostly non-standardized products, the actual product model and product structure in the actual implementation process according to
Customer orders vary.
2, the project investment budget
The total investment of the project is about RMB 300 million. The specific investment expenditure of the project is as follows:
     Serial number
      name
      The amount of investment (million)
      Investment accounted for
        1
     Total Investment in Fixed Assets
     27,300
     91.00%
      1.1
     Equipment purchase and installation
     24,431
    81.43%
        1.2
     Renovation renovation costs
     2,869
      9.57%
      2
    Working capital
    2,700
    9.00%
       3
      Total investment of the project
      30,000
      100.00%


Dongguan Yian Technology Co., Ltd. non-public offering of stock plan production and production capacity expansion, so as to further promote the company's business development.
  Third, to raise funds for investment projects involving the approval of the note
  (1) Project initiation and environmental assessment
 
Serial number
project name
 
Project record number
  
 
EIA approval number
 
 
1
Yi'an Yunhai light alloy precision die casting production base project
Nest hair change work word [2015] 94 number
 
Ring Construction Review [2015] 155
 
 
2
Amorphous alloy (liquid metal) precision structure of industrial expansion project
2015-441900 -41-03-001012
 
East Central Construction (Qing) [2015] 59
 
 
3
Amorphous alloy (liquid metal) research and development center construction project
2016-441900 -32-03- 011533
 
Note
 
   Note: Amorphous alloy (liquid metal) research and development center construction project environmental filing is being applied.
(2) The land use of the project
Yi'an Yunhai Light Alloy Precision Die Casting Production Base Project On April 23, 2015, Chaohu Yianhai Yunhai Technology Co., Ltd. obtained the land use right certificate (No. The right area of ??58,519 square meters, the land is located in Chaohu City Xia Gezhen bamboo village committee. (Liquid metal) research and development center construction project is responsible for the implementation of the project, the project construction site is located in Dongguan City, Guangdong Province, the town of Silver Spring Industrial Park area (liquid metal) precision structural parts of industrial expansion projects, amorphous alloy (liquid metal) Company's existing plant, without the need to purchase additional land use rights.
  Fourth, the issuance of the company's management and financial status
  (A) of the company's business management
The Company will use the proceeds from the non-public offering to invest in the production base of precision alloy casting of light alloy in Yianhai, the expansion project of the precision structural parts of amorphous metal (liquid metal), the construction project of amorphous alloy (liquid metal) Investment and investment projects in line with national industrial policy and the future direction of the company's overall strategic development, has a good market prospects and economic benefits. After the completion of the project, to further enhance the company's competitiveness and improve the company's profitability, to promote the company's new energy industry is of great significance.
27
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
 The non-public offering of investment projects will not change the implementation of the company's existing main business, will improve and enrich the company's product system, extending the company's business chain, help to consolidate and upgrade existing businesses to enhance the company Of the overall competitive strength.
  (2) Impact on the financial status of the Company
1, the impact on the company's capital structure
  The non-public offering will help the company to enhance the capital strength, bigger asset size, and further optimize the assets
Debt structure, the company laid the foundation for future development. The non-public offering is completed, the company's total assets and
Net assets will increase, more adequate working capital, help to enhance the company's capital strength, optimize the company
Of the financial position, is conducive to enhancing the stability of the company's asset structure and anti-risk ability.
2, enhance the company's profitability
After the completion of this offering, this non-public offering of investment projects will effectively enrich the implementation of the product mix and increase operating income, improve the company's new product development capabilities, strengthen the company's competitive advantage and further optimize the company's capital structure. In the short term, the return on net assets and earnings per share may be reduced to a certain extent. However, with the completion and operation of the raised funds, the profitability of the Company will be further improved.
3, the impact of the company's cash flow
After the issuance of funds raised in place, the company will significantly increase cash inflows, the company's capital strength to further enhance the funds raised in the beginning of the investment, the company's cash outflows will be a corresponding increase in investment, along with this Raised funds to gradually generate investment projects benefit, the company's main business profitability has been improved, the future cash flow from operating activities will be further improved.
  Fifth, the feasibility of investment projects to raise funds to analyze the conclusions
The non-public offering to raise funds in line with national industrial policy and industry development direction, to raise funds to invest in projects with good prospects for development and profitability, is conducive to effectively promote the company's strategic development plan is conducive to further enhance the company in precision die casting Industry position and ability to resist risks, is conducive to expanding the scale of production, rich product type, improve the product structure, the project has the feasibility, in line with the interests of all shareholders and the company.
28
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
  Section 3 Discussion and Analysis of the Board of Directors' Impact on the Company
First, after the release of the company's business and assets, << Articles of Association >>, shareholder structure, senior management structure, business structure changes
  (1) The impact of this offering on the Company's business and assets
The fund-raising investment projects around the company's main business, in line with national industrial policies and environmental policies, is conducive to further enhance the company's core competitiveness, consolidate the company's market position, expand revenue scale, improve the company's sustained profitability, The future of the company's sustainable development. After the completion of this offering, the company's main business scope remains unchanged, will not lead to the company's business and asset integration.
  (2) the impact of this offering on the Articles of Association
After the completion of this offering, the Company will adjust the Company's registered capital, share capital structure and matters related to this non-public offering in the Articles of Association.
  (C) the impact of this issue on shareholder structure
Upon completion of this offering, the Company's shareholding structure will change, with an expected increase of not more than 50 million restricted shares or tradable shares based on the actual price of the final issue price.
Before the non-public offering, as of November 15, 2016, the controlling shareholder of Yian Industrial Co., Ltd. holds 180 million shares of Yian Technology, accounting for 43.93% of the total share capital (the total share capital of 40,977 shares), the actual controller Li Yangde Mr. holds 99.999% stake in Yian Industrial.
After the offering, Yian Industrial Co., Ltd. holds 180 million shares of Yian Technology in the proportion of not less than 39.15%, according to the issuance limit (5,000 shares). Yian Industrial Co., Ltd. is still the controlling shareholder of the Company. Mr. is still in the position of actual controller. Therefore, the non-public offering will not lead to changes in the company's control.
29
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
   (4) the impact of this issue on the governance structure
After the completion of this offering, the Company still has a relatively complete corporate governance structure. The Company will maintain the integrity and independence of its personnel, assets, finance and intangible assets such as purchasing, production, sales and intellectual property rights. The controlling shareholder of the Company, the object of this issue and its affiliated enterprises in the personnel, assets, financial aspects of the separation. The issuance of the directors, supervisors and senior management of the Company are not materially affected.
  (5) the impact of the issuance on the business income structure
The fund-raising investment projects around the company's main business, the implementation of related projects will further enhance the company's core competitiveness, consolidate the company's market position, expand the scale of income and enhance the company's sustained profitability. Revenue from the implementation of the project is still the main business income, business income structure will not be a major change in this issue.
Second, after the release of the company's financial position, profitability and cash flow changes
(A) the impact on the financial position
The non-public offering to raise funds in place, the company's total assets and net assets will further increase the size of the company's credit rating in the bank and the credit line to bring a positive impact, improve the company's financial flexibility; financial strength will effectively enhance, Which will help to enhance the company's market size and share, expand the scale of operation; the same time, to reduce financial costs, enhance risk resistance and reduce short-term debt pressure, in line with the company's actual situation and strategic needs.
(B) the impact on profitability
The non-public offering to raise funds to invest in the implementation of the company's main business revenue and profitability will have a positive impact. The company will form a certain cost advantage to further expand the advantages of product market, market share and business coverage increased, the company's product market competitiveness will also be improved, the company's operating income and profitability can be fully enhanced.
(C) the impact of cash flow
30
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
 After the completion of this offering, the company will significantly increase cash inflows. Raised funds put into use, the investment process will also be a substantial increase in cash outflows. With this offering to raise funds to invest in the implementation of the project and the benefits of the future, the company net cash flow from operating activities will increase.
Changes in business relationship, management relationship, related transaction and competition among the Company and the actual controller and its associates
After the completion of this offering, the business and management relationship between the Company and the actual controller, the controlling shareholder and its associated persons are still completely separate, each independently assuming operational responsibilities and risks, nor will it be subject to intra-bank competition and related party transactions .
Fourth, after the completion of this issue, the company is the existence of funds, assets, the controlling shareholder and its associates take up the situation, or the company for the controlling shareholder and its associated persons to provide security situation
The use of funds or external guarantees of the Company is in strict accordance with the relevant provisions of the laws and regulations and the Articles of Association of the Company to fulfill the corresponding authorization and approval procedures and fulfill the obligation of information disclosure in a timely manner. There is no illegal use of funds, assets or irregularities by the controlling shareholder, actual controller and its associates. In the case of a guarantee. After the completion of this offering, the Company will not take up the capital, assets or guarantee of the Company by the controlling shareholder, actual controller and its affiliates.
  Fifth, the impact of this issue on the company's liabilities
With the rapid expansion of the scale of production and operation of the company, the demand for funds will be significantly increased, the company does not exist through the issuance of a substantial increase in debt (including contingent liabilities) situation. As of September 30, 2016, the company's asset-liability ratio of 32.94%, the company's asset-liability ratio at a reasonable level, the company does not exist the proportion of debt is too low, the financial cost unreasonable situation.
  6. Explanation of the risks associated with the issuance of the shares
(A) the risk of competition
Light alloy die-casting related products market demand continues to expand, the market prospect is broad, in this context is not
31
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
 There may be more companies involved in the above areas, the company will face more intense market competition. Although the company has the industry-leading core technology in precision thin-wall magnesium alloy die-casting, magnesium alloy automotive products, amorphous metal (liquid metal) new materials, etc., if not in technology, management, size, brand and R & Advantages, continue to expand the market related products, the timely introduction of competitive new products, the company will be in the future market competition at a disadvantage.
(B) the cost of risk
In order to improve the market share of consumer electronics, magnesium aluminum alloy products, to upgrade the technological content of new materials such as liquid metal and value-added products, to accelerate the process of clinical research, application and promotion of biodegradable medical magnesium alloy, to obtain more market- The company will continue to increase R & D investment, open up liquid metal, magnesium alloy automotive products and other markets, may lead to R & D spending, market development, labor costs and other expenses to maintain growth, the cost increase will have a certain impact on the company's operating results .
(3) Exchange rate risk
Company-led exports and imports of raw materials are mainly in US dollars or Hong Kong dollars pricing. As the exchange rate fluctuations and the existence of the payment cycle, it may affect the company's costs, thus affecting the company's profits.
(D) management of risk
The company is currently in a critical period of development, such as the success of this non-public offering, the net asset size will increase substantially, to further expand the scope of business, which the company's management capacity to put forward higher requirements, and will increase the management and operation of the Difficulty. If the issuer's production management, sales management, quality control, risk management and other capabilities can not meet the company's rapid expansion of the scale requirements, personnel training, organizational model and management system can not be further improved and perfected, will lead to the corresponding management risk.
(E) to raise funds to risk
The feasibility analysis of the investment projects is based on the current market environment, technology development trends and other factors, although after careful and full feasibility study feasibility studies, but there are still a result of the market environment has changed greatly, the project Unforeseen factors in the implementation process, such as delay or unable to implement the project, or lead to investment projects can not produce the expected benefits of the possibility. In accordance with the plan to raise funds to use, to raise capital investment in the fixed assets will be depreciated within a certain period, such as investment projects can not
32
 
Dongguan Yian Technology Co., Ltd. plans to produce non-public offering is expected to earnings, the company will constitute a greater pressure on operating results.
  (6) the rate of return on net assets and the risk of declining earnings per share
The non-public offering will expand the company's total equity and net asset size, increase in profitability under certain conditions, will dilute the company's earnings per share and return on net assets. As this raised investment projects from construction to reach the production takes some time, so the company due to rapid growth in net assets in the short term caused by the risk of decline in net assets yield.
  (7) The risk that the original shareholders' dividends will be reduced and the voting rights will be diluted due to the issue of new shares
If the subsequent growth of the company slowed down or the performance of equity investment projects can not be achieved on schedule, while rolling retained earnings by the old and new shareholders to share, the company issued before the original shareholders to obtain the dividends there is a reduced risk. In addition, the non-public offering of shares will result in a corresponding increase in total equity, the original shareholders the right to vote there is the risk of being diluted.
And (8) to examine and approve risks
This issue is subject to the approval of the shareholders' meeting, the plan there is not possible to obtain the vote of the shareholders of the company the possibility of the same time, this issue still need to be approved by the China Securities Regulatory Commission, whether the audit and the final approval by the time Certainty.
(9) Stock market risk
The issuance of the company's production and operation and financial position will have a significant impact on the company's fundamental changes in the situation, the new listing and other factors will affect the stock price fluctuations. In addition, the national macroeconomic situation, major policies, domestic and foreign political situation, the stock market supply and demand changes and psychological expectations of investors will affect the price of the stock, the risk to investors. China's securities market is still in the development stage, the market risk, stock price volatility is relatively large, may deviate from the company value, investors in the choice of investment company stock, should take full account of the market risk.
 33
 
Dongguan Yian Technology Co., Ltd


Dongguan Yian Technology Co., Ltd. non-public offering plan
 5. Retained retained profit Plan or principle of the Company: In the absence of major investment plan or major cash expenditure, the Company will insist that the profit distributed by cash shall not be less than 20% of the distributable profits realized in the current year. Retained undistributed profits are mainly used for major investment and cash expenditure such as overseas investment, assets acquisition and equipment purchase, and gradually expand the scale of production and operation, optimize the financial structure, promote the rapid development of the Company and realize the future development plan of the Company step by step Objectives, and ultimately maximize the interests of shareholders.
  Third, the company dividend distribution in the last three years
  (A) the last three years profit distribution program
The company has always attached importance to the return on investment of investors and take into account the company's sustainable development, the implementation of sustained and stable profit distribution policy.
In the year ended December 31, 2013, RMB1.2 million (including tax) will be paid for every 10 shares of the Company as a whole on the basis of the total 112,000,000 shares as at 31 December 2013, with a total cash consideration of RMB11,200,000.
2. In cash dividend of RMB 2.00 (tax included) for every 10 shares of the Company as a whole, the total cash dividend of RMB 22,400,000 (including tax) will be paid in the total amount of 112,000,000 shares of the Company as of December 31, 2014; Capital reserve to all shareholders for every 10 shares transferred by 10 shares, after the increase of the total share capital of 224,000,000 shares.
3. Cash dividends of RMB1.00 (tax included) will be distributed to all shareholders for every 10 shares of the Company on the basis of the total 224,000,000 shares of the Company as of December 31, 2015, and the total cash dividend of RMB22,400,000 (including tax) will be paid. Capital reserve to all shareholders for every 10 shares by 8 shares, after the increase of the total share capital of 403,200,000 shares.
  (B) the last three years, cash dividends
The proportion of cash dividends distributed by FY2011, FY2014 and FY2015 is as follows:
unit: yuan
 
Dividend Year
 
Cash dividend amount (tax included)
Dividends attributable to consolidated annual statements
In the ordinary shares of listed companies
Accounting for the consolidated report
Ordinary shareholders of listed companies
37
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
          Net profit
    Of the net profit rate
     Year 2015
    22,400,000.00
    53,769,603.55
      41.66%
    Year 2014
22,400,000.00
 48,918,474.53
  45.79%
     the year of 2013
 11,200,000.00
   49,692,690.29
    22.54%
     total
    56,000,000.00
    152,380,768.37
      36.75%
    Fourth, the company retained earnings utilization arrangements
In combination with the Company's operation and future development plan, the undistributed profits after the Company's distribution of dividends are used for the daily production and operation of the Company to meet the capital requirements of the Company's business development and enhance the Company's market competitiveness and profitability. The arrangement of the undistributed profit is in line with the actual situation of the Company and the interests of all the shareholders of the Company.
  Five, raise investment project new subsidiary of the profit distribution policy
The issuance of investment projects to raise funds, "Yian Yunhai light alloy precision die casting production base project" by the company and the sea metal co-investment 500 million yuan to implement. The implementation of the project is jointly funded by the Company and Yunhai Metal, and the Company holds a 60% equity interest in Yi'an Yunhai. The profit distribution policies stipulated in the articles of association are as follows:
1, the form of profit distribution: the company can take the cash distribution of profits. The distribution of profits is distributed proportionately to the actual capital contribution.
2. Specific conditions and proportion of cash dividend: In the event that there is no significant investment plan or significant cash expenditure, the Company shall distribute cash dividends, and the profit distributed by cash shall be no less than 20% of the distributable profits realized in that year. The Company may distribute bonus shares at the same time as the above cash dividend distribution.
Significant investment plan or significant cash expenditure refers to: (1) the Company's cumulative investment in overseas investment, acquisition of assets or purchase of equipment within the next 12 months shall reach or exceed 50% of the latest audited net assets of the new company; The Company plans to spend more than 30% of the total assets of the latest audited assets of the new company in the next 12 months to invest, acquire assets or purchase equipment.
3, the profit distribution of the interval: a dividend per year, the company's board of directors according to the company's funding needs of the proposed interim cash distribution.
4. Retained retained profits of the Company Use of planned arrangements or principles: In the absence of a significant investment plan or 38
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
 In the event of a significant cash outlay, the profits distributed in cash shall not be less than 20% of the distributable profits realized in the current year. Retained undistributed profits of the Company mainly used for major investment and cash expenditure such as overseas investment, assets acquisition and equipment purchase, and gradually expanded production scale, optimized financial structure, promoted the rapid development of the Company and realized the future development of the new company step by step. Planning objectives, and ultimately maximize the interests of shareholders.
39
 
Dongguan Yian Technology Co., Ltd. non-public offering plan
   Section V Statement of the Board of Directors and Commitments Related to the Issuance
First, the Board of Directors in addition to this issue within the next twelve months whether there are other equity financing plan statement
In addition to this issue, the Company will, in the next 12 months, take into account the progress of fixed asset investment projects planned and implemented, the size of bank loans and other factors, and take into account the capital structure, financing costs and other factors, Financing plan.
Second, the Board of Directors for the issuance of the relevant commitments to dilute the immediate return and fulfill the specific measures to fill the return
  (A) for the issuance of diluted return on the immediate return to fill the specific measures
In accordance with the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (No. 110 [2010] of the State Council), the CSRC's Opinions on Starting and Refunding, Diluted Spot Returns for Significant Asset Restructuring , The Company will protect the interests of investors, ensure the effective use of the proceeds raised by the Company, guard against the risk of diluted return on the spot return, enhance the ability to repay the shareholders of the Company, the Company The following remedial measures are proposed:
1, to strengthen the management of funds raised to prevent the use of risk-raising funds
In accordance with the laws and regulations such as the Company Law, the Securities Law, the Listing Rules of the Shenzhen Stock Exchange on the Growth Enterprise Market (revised in 2014) and the Guidelines for the Standardization of the Listed Companies of the Shenzhen Stock Exchange (Revised in 2015) Regulations, regulatory documents and the "Articles of Association" to develop "to raise funds management system", strict management of funds raised to ensure that the use of funds raised in accordance with the agreed use of reasonable norms to prevent the use of raised funds risk. According to the "Raised Capital Management System" and the resolutions of the Board of Directors, the proceeds will be deposited in the special fund-raising account designated by the Board of Directors. The Company has established a tripartite regulatory system for fund raising, which is jointly supervised by the sponsor institutions, custodian banks and companies. In accordance with the commitment to use and the amount of use, the sponsor on a regular basis to use the funds raised on-site inspection; the same time, the company regularly to raise funds into the
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Dongguan Yian Technology Co., Ltd. non-public offering of shares in the internal audit line, with the depository banks and sponsors to raise funds to use the inspection and supervision.
2, and actively enhance the company's core competitiveness, standardize internal control
  The company will be committed to further consolidate and enhance the core competitive advantage, broaden the market, and strive to achieve revenue water
Peace and profitability of the double upgrade. The Company will strengthen the internal control of the Company and give full play to the enterprise management and control efficiency
Budget management, optimize the budget management process, strengthen cost management, strengthen the budget implementation supervision, comprehensive and effective
To control the company to manage and control risk, improve operational efficiency and profitability.
3, and constantly improve the corporate governance, development of the company to provide system protection
The Company will strictly follow the requirements of laws, regulations and normative documents such as Company Law, Securities Law and Code of Corporate Governance for Listed Companies, and constantly improve the corporate governance structure so as to ensure that the shareholders can fully exercise their rights and ensure that the board of directors, Regulations and the Articles of Association of the Company, and make scientific, prompt and prudent decision-making to ensure that the independent directors can conscientiously perform their duties and safeguard the overall interests of the Company, in particular the minority shareholders, and ensure that the Board of Supervisors can independently exercise their duties to the directors, Management personnel and the company's financial supervision and inspection rights for the development of the company to provide system protection.
4, to further improve the profit distribution policy to ensure the return of shareholders of the company
In order to further improve the Company's profit distribution policy and actively and effectively repay investors, the Twelfth Meeting of the Second Session of the Board of Directors reviewed and approved the Plan for Shareholders 'Returns for the next three years (2015-2017) and approved the Annual Shareholders' General Meeting for 2014 Considered and adopted. In the future, the Company will strictly implement the Company's dividend policy and, in line with the conditions of profit distribution, actively reward the shareholders and reduce the dilution of the Company and its returns and ensure the protection of the interests of the shareholders, especially the minority shareholders.
  (2) to fulfill the commitments of the measures for immediate return
1. Commitment of the directors and senior management of the Company to guarantee the Company's fulfillment of the measures for immediate return
The directors and senior executives of the Company undertake to perform their duties faithfully and diligently, safeguard the lawful rights and interests of the Company and all shareholders and make the following commitments in accordance with the relevant provisions of the CSRC in fulfilling the Company's measures for immediate repayment:
(1) to transfer benefits to other units or individuals without or without unfair advantage
  
Yian Technology Co., Ltd. of Dongguan non-public offering of stock plans to damage the interests of the company;
(2) to restrain my job consumption;
(3) not to use the company's assets to engage in its duty to play has nothing to do with the investment and consumption activities;
(4) the remuneration system established by the board of directors or the remuneration committee is linked to the company's implementation of the measures to fill the dilutive return;
(5) The conditions for the exercise of the Company's equity incentive (if any) to be announced are linked to the implementation of the Company's measures to fill the diluted spot return.
2, the company's controlling shareholder and actual controller of the company to fill the return measures can be effectively fulfilled the commitments made
In order to enable the Company to fulfill its repayment measures and safeguard the Company's and its shareholders' legal rights and interests, the Company's controlling shareholder, Yian Industrial Co., Ltd. and the actual controller, Li Yangde, made the following commitments:
  "Does not exceed the right to interfere in science and technology operation and management activities, do not encroach on the interests of science and technology."
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Board of Directors of Dongguan Yian Technology Co., Ltd
December 2, 2016