发行人声明 ······················································································ 2
重大事项提示 ··················································································· 3
释义 ····························································································· 10
A股股票方案概要 ··········································· 12
一、公司基本情况 ····································································· 12
二、本次非公开发行股票的背景和目的 ·········································· 13
三、发行对象及其与公司的关系 ··················································· 16
四、本次非公开发行方案概要 ······················································ 17
五、募集资金投资项目 ······························································· 20
六、本次发行是否构成关联交易 ··················································· 20
七、本次发行是否导致公司控制权发生变化 ···································· 21
··································································································· 21
第二节发行对象的基本情况 ······························································ 22
一、代春阳先生 ········································································ 22
二、贺汝刚先生 ········································································ 23
三、张勇先生 ··········································································· 24
四、避免同业竞争和关联交易的措施 ············································· 25
第三节附条件生效的股份认购协议的内容摘要 ······································ 27
一、合同主体、签订时间 ···························································· 27
二、认购方式和支付方式 ···························································· 27
三、协议生效 ··········································································· 28
四、合同附带的保留条款和前置条件 ············································· 29
五、违约责任 ··········································································· 29
第四节董事会关于本次募集资金使用的可行性分析 ································ 31
一、本次募集资金使用计划 ························································· 31
二、本次募集资金使用的可行性分析 ············································· 31
三、本次发行对公司经营管理和财务状况的影响 ······························ 38
四、募集资金投资项目可行性结论 ················································ 39
第五节董事会关于本次发行对公司影响的讨论与分析 ····························· 40
联交易及同业竞争的影响 ·································································· 42
的情形，或上市公司为控股股东及其关联人提供担保的情形 ······················ 43
有负债）的情况，是否存在负债比例过低、财务成本不合理的情况 ············· 43
第六节、本次股票发行相关的风险说明 ················································ 44
一、与本次发行相关的风险 ························································· 44
二、业务与经营风险 ·································································· 45
三、其他风险 ·········································································· 46
第七节公司利润分配政策及执行情况 ·················································· 47
一、公司现行利润分配政策 ························································· 47
二、最近三年公司利润分配情况 ··················································· 49
三、未来三年股东回报规划 ························································· 49
第八节本次非公开发行摊薄即期回报及填补措施 ··································· 52
二、本次非公开发行摊薄即期回报的风险提示 ································· 55
三、本次非公开发行股票的必要性和合理性 ···································· 55
员、技术、市场等方面的储备情况 ······················································ 55
五、本次非公开发行摊薄即期回报填补的具体措施···························· 57
相关承诺 ······················································································· 58
