> Stock code: 600235 Stock Abbreviation: Minfengtezhi Minfeng Special Paper Co., Ltd. Non-public offering plan in January 2012 declared the issuer company and commitment of all members of the board of directors: the non-public offering plan does not exist false records, misleading statements or material omissions on this non-public offering plan's authenticity, accuracy, integrity, commitment to individual and joint liability. The non-public offering is completed, company and income changes, by the company responsible; due to this non-public offering of stock investment risks caused by the investors themselves.'s this non-public offering plan is the company's board of directors of this non-public offering of shares of the description, any contrary statements are is a misrepresentation in this plan does not mean that the matters referred to the approving authority for this non-public offering substantive matters related to judgments, confirmation or approval, the plan described in this non-public offering of shares related to the commencement and completion of the matter is still Subject to the approval of the approving authority or approval, if any doubt investors should consult their stockbroker, solicitor, professional accountant or other professional adviser. 2 Important 1, Minfeng Special Paper Co., Ltd. Non-public offering of shares plans have been January 17, 2012 meeting of the Eleventh Meeting of the Fifth Session of the Board of Directors examined and approved, still need to get Zhejiang Provincial People's Government State-owned Assets Supervision and Administration Commission, and the company's shareholders approved the China Securities Regulatory Commission approval. 2, this non-public offering is targeted at securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors and qualified foreign institutional investors, domestic institutional investors and other individuals such as less than ten meet the China Securities Regulatory Commission and other relevant laws and regulations of the particular object, all objects in order to release cash to subscribe for shares in the offering this non-public offering, the Company's actual controller will not change. 3, the number of non-public offering of shares does not exceed 15,800 shares (including 15,800 shares) eventually issued by the Board of Directors based on the number of authorized and issued general meeting when the actual situation, and the sponsor of this issue (underwriter) consultation and if the Company's shares Pricing basis to the date of issue the first day ex-dividend, and this number of non-public offering of shares will be adjusted accordingly. single-issue subscription objects and persons acting in the total number of issued shares shall not exceed 7,900 shares. If a single object and issue The acting in this pre-release has been holding shares, the issue of objects and persons acting on this issue before the number of shares held by the company with this number of shares shall not exceed 79 million shares in excess of the subscription as a valid subscription. 4, the non-public offering of shares on the pricing basis of the 5th Board XI Earnings Release day, that is January 18, 2012, according to "listed securities issuance, "the" non-public offering of shares of listed companies to implement rules "and other laws, regulations, regulatory documents of the relevant provisions of this non-public offering of shares of the issue price of not less than 20 trading days before the pricing benchmark stock are price of 90%. January 18, 2012 the company stock price 20 trading days was 5.72 yuan / share, the Board discussed and decided that this issue stock price of not less than 5.15 yuan / share. specific issue price will be The China Securities Regulatory Commission issued approval by the shareholders authorized the Board of Directors based on auction results, and the sponsor of this issue (underwriter) consultation in this pre-release, if any dividend, bonus issue, capital accumulation fund ex dividend capital and other matters, the company will be provided on the issue of the reserve price be adjusted accordingly. 35, in accordance with relevant laws and regulations, non-public offering this program still need to obtain shareholder approval of the General Assembly and the China Securities Regulatory Commission's approval. 4 Table of Contents a non-public offering this program ................................... 7 a summary of the issuer Basic ................................................ .................................................. ............. 7 Second, the non-public offering of the background and purpose ......................... .................................................. ............ 7 Third, the non-public offering specific programs ........................... .................................................. .............. 8 IV, this would constitute non-public offering related transactions ....................... .............................................. 12 V. The non-public offering is causing a change of corporate control ....................................... .................. 12 VI program has made this issue approval of relevant authorities and reporting still need the approval of the program ......... 12 Board of Directors Section II of this use of funds raised on the feasibility analysis ...................... 13 First, the use of funds raised in this plan ..... .................................................. .......................................... 13 Second, viable investment projects Analysis ................................................ ..................................... 14 Section Board of Directors of the company on this issue discuss the impact of and analysis .................... 23 First, after the release of this business and assets of listed companies whether there is integration plan, such as whether to adjust the articles of association; expected shareholder structure, senior management structure, changes in business structure ........................................ .......... 23 Second, after the release of this listed company's financial position, profitability and cash flow movements .................... ..... 23 Third, the controlling shareholders of listed companies and their association with the business relationship between, relationship management, related party transactions and intra-industry competition and other changes ................ .................................................. .................................................. .24 Fourth, after the completion of this offering, the existence of a listed company funds, assets are controlling shareholders who take up the case and its affiliates, or controlling shareholders of listed companies and their associations to provide security situation ........ .......................................... 25 Fifth, whether the debt structure of listed companies reasonable, whether there is a substantial increase through the issuance of this debt (including contingent liabilities) of the cases, the existence of debt ratio is too low, the financial cost of unreasonable conditions ................. ..................... 25 Sixth, the risks associated with stock issuance instructions .................. .................................................. ................. 255 Interpretation of this prospectus unless the context otherwise requires, the following terms have the following meanings: Minfengtezhi, the Company, the company refers to the people Feng Special Paper Co., Ltd. Board of Directors refers to the issuer's board of directors Minfeng Special Paper Co., Ltd. Minfeng Special Paper Co., Ltd. shareholders' meeting refers to the general meeting of shareholders "the articles of incorporation" means articles of association Minfeng Special Paper Co., Ltd. "Companies Law" " Company Law "" Securities Act "means the" Securities Law "means the China Securities Regulatory Commission China Securities Regulatory Commission," Minfeng Special Paper Co., Ltd. Non-public offering pre-plan refers to the case of the "Release / this issue / The company's non-public means non-public offering this way, the line to less than ten specific object development issue not more than 15,800 shares (including 15,800 shares) a stock price behavior of common stock of the base date refers to the company's first five Board XI Earnings Release yen / million / 100 million yuan RMB / yuan / one hundred million yuan, Zhejiang Province, Zhejiang Province People's Government of the SAC refer to State-owned Assets Supervision and Administration Commission Section 6 of this non-public offering of shares outline a program, the basic situation of the issuer name of the issuer: Minfeng Special Paper Co., Ltd. English name: minfeng special paper co., ltd. Registered Address: Jiaxing City, Zhejiang Province, No. 70 Lu in Street Legal representative: Wu Lidong Date of establishment: November 12, 1998 Registered capital: 26,340 ten thousand yuan business license registration number: 330000000017835 Tax registration number: 330401710959275 stock short: Minfengtezhi stock code: 600 235 shares are listed: the Shanghai Stock Exchange Office Address: Jiaxing, Zhejiang Province City Lu in Street 70 Tel :0573 -82812992 -82812992 Fax :0573 Website: http://www.minfenggroup.com E-mail: dsh@mfspchina.com Business: pulp, paper and paper products (including tobacco monopoly production licensed cigarette paper) the manufacture, sale, paper equipment design, manufacture, installation, maintenance and technical services; mechanical parts manufacturing, processing; Travel and mechanical equipment maintenance; chemical raw materials (not including dangerous goods), heat, electricity and water production; by permission of the Ministry of Foreign Economic and Trade Import and Export range inbusiness; warehousing services (not including dangerous goods); packaging, other printed matter (limited to branches with "printing business license card "operation). Second, the non-public offering of the background and purpose of (a) the non-public offering of shares of Background, Background 7 paper industry is one of the basic industry of national economy, and socio-economic development and people's lives, as China's economic development, and improve people's living standards, China's paper industry has developed very rapidly. for the period 2000-2010, average annual growth rate of China's paper and paperboard production 11.76%, 9.88% average annual growth of consumption are higher than the average annual gdp growth rate of China's national economy, according to China Paper Association, on "China's Paper Industry Report 2010": national paper and paperboard production in 2010 more than 3,700 enterprises, 9,270 national paper and paperboard production million tons, up 7.29% over the previous year; consumption of 9,173 tons, 8,569 million tons compared with 7.05 percent last year, but China's per capita annual consumption of only 68 kilograms (13.40 million), with per capita consumption in developed countries and regions compared to the gap remains significant, and therefore, China's paper industry there is a greater potential for development. 2, the predecessor company of the company was founded in 1923, 1998 there is a long history with the paper business a long time, the company focus on areas of specialty paper, specialty paper the main experts in the industry, has become one of the leading specialty paper company has determined to "build a century of Freeman, cast special paper base" for their own strategic objectives, and develop the relevant development of strategic planning in recent years, the company competitive advantage in maintaining the traditional products based on technology-led, sustainable development of new green products, leading the market demand, access to the healthy development of the company leading products with high-tech, high added value, high market share characteristics, cigarette paper, transparent paper, glassine paper and market share are an industry leader. cigarette paper products has always been focusing on China's tobacco industry, "tar harm reduction" requirements, working with the major tobacco famous brand enterprises, and actively carry out technological innovation and improve product quality; transparent paper production technology at the international leading level, widely used in printing, decoration, packaging and other areas; vacuum aluminum plating base paper, wet strength label paper, glassine paper and so supporting the paper industry has developed into the backbone of the company's new products and economic growth. (b) The non-public offering of shares to the spirit of the master to do fine specialty paper industry bigger and stronger, occupying high ground for the purpose of domestic and international technology company implementation of existing production lines to be upgraded technology, and strive to less investment in the shortest time through technological innovation, optimized structure, quality and upshift, the purpose of expanding production capacity. Proceeds of this offering, net of issuance costs, All 17 machines to be used for technological transformation projects glassine paper, specialty paper overpressure finishing the project, the new high-end specialty paper machine No. 10 technological transformation projects, new high-grade transparent paper machine 11 transformation projects and supplementary public flow of 8 Division funds, which use more advanced production equipment and technology, enhance independent innovation capability, to expand business scale and improve profitability, give full play to the domestic specialty paper production in the field strengths to reinforce the company's leading position in the field of specialty paper. Third, the non-public offering specific programs (a) distribution methods used in this issue of the way non-public offering, the China Securities Regulatory Commission approved an appropriate time within six months after issue of shares to specific objects. (b) issue shares type and nominal value of the non-public offering of shares of RMB ordinary shares (a share), $ 1.00 million. (c) the issuance and subscription objects the object of this offering approach to securities investment fund management companies, securities companies, trust investment companies , finance companies, insurance institutional investors and qualified foreign institutional investors, domestic institutional investors and other individuals such as less than ten meet the China Securities Regulatory Commission and other relevant laws and regulations of the particular object and eventually release the object in this issue approval of China Securities Regulatory Commission approval, the purchase price according to the case issued an object, determined in accordance with the principle of price priority, all objects are issued cash subscription of the shares of this issue. (d) the principle of pricing and distribution of non-public offering price of the stock Price base date of the 5th Board XI Earnings Release day, that is January 18, 2012, according to "listed company securities issuance," the "non-public offering of shares of listed companies to implement rules" and other laws and regulations, normative documents of the relevant provisions of this non-public offering of shares of the issue price of not less than the price the day before the stock price 20 trading days 90%. January 18, 2012 20 trading companies stock price was 5.72 yuan / share, the Board discussed and decided that this issue stock price of not less than 5.15 yuan / share. specific issue price will be issued in the company was approved to take 9 approval, the purchase price according to the case issued an object, According to the General Assembly authorized the Board of Directors by the shareholders of bidding results, and the sponsor (underwriter) negotiated the company's stock board in the fifth to eleventh Earnings Release issued between ex-dividend, and the non-public offering of shares release the reserve price adjusted accordingly. (e) the number of the non-public issue of shares does not exceed 15,800 shares (including 15,800 shares) and if the stock price benchmark in the first days to the date of issue took place between dividend, bonus capital reserve for other ex-dividend issues, the number of non-public offering of shares will be based on ex-dividend after the issue of reserve price adjusted accordingly. the number of final release by the company shareholders' meeting to authorize the Board based on the actual situation of the time of release, and The issue of the sponsor (underwriter) negotiated the single issue of objects and persons acting in the total number of issued shares subscribed shall not exceed 7,900 shares. If a single object and its release concert in support of this issue before the shares of a company, the issue of objects and their concerted action in this issue before the number of shares held by the company with this number of shares shall not exceed 7,900 million shares, more than part of the subscription as a valid subscription. (f) Restricted period of the non-public offering is completed, release the object subscription period of restricted shares subject to "the issuance of securities of listed companies management approach" and the China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities of the relevant provisions of this non-public offering of shares of restricted period for 12 months and limited sales period since the end of this release date, that particular object to subscribe for shares issued in this issue since the end of twelve months from the date may not be transferred. (g) Use of proceeds of this offering to raise funds does not exceed 81,466 total million, net of issuance costs will be for the following items: the total order to raise investment money into the project name number (million) Total (million) No. 10117 machine glassine paper, specialty paper technological transformation projects 23,41519,0002 overpressure finishing projects 4,9882,0003 new high-end specialty paper machine No. 10 transformation projects 34,52934,5294 new high-grade transparent paper machine No. 11, 15 technological transformation projects , 93715,9375 Total 88,86981,466 10,00010,000 additional liquidity if the non-public offering, net of issue costs less than the actual fund-raising project to raise the total funds to be invested, the company will be based on the actual net proceeds , according to project priorities, etc., and finally decided to raise funds to adjust the priority of investment in various investment projects such as the use of specific arrangements, lack of funds raised in part by the company to solve its own funds in the non-public offering to raise funds Before, the company will be based on actual progress of the project to advance self-financing investment, and raise funds in place in accordance with relevant regulations of the program to be replaced. (h) place of listing the non-public offering of shares in Shanghai Stock Exchange (IX) the non-public pre-release of the accumulated profits of the arrangements in this non-public offering is completed, as both old and new shareholders, old and new shareholders by the company to share the non-public pre-release of accumulated retained earnings. (10) The non-public offering this resolution, the validity of the resolution of non-public offering is valid for Shareholders' General Meeting of 12 months from the date of 11 Fourth, the non-public offering of shares constitute connected transactions as of the plan announcement date, no related party interested in buying the shares of this issue, so this issue does not constitute related party transactions. five, non-public offering is the result of corporate control to change this pre-release, the company's actual control of Jiaxing City SASAC. Jiaxing Industrial Asset Investment Group Co., Ltd. Jiaxing SASAC for the state-owned holding company. Jiaxing Industrial Asset Investment Group Co., Ltd. Jiaxing Min Feng Group Co., Ltd. by holding 40% stake indirectly held shares of the issuer 13,238.87 million, representing an issuer's equity ratio was 50.26% of total. The number of shares issued does not exceed 15,800 shares, more limited basis, Issue, Jiaxing Min Feng Group Co., Ltd. holds shares accounting for the proportion of the total share capital of the issuer of 31.42%. to participate in this non-public offering to investors will be determined by auction, the single issue of subscription objects and persons acting in the total number of issued shares shall not exceed 7,900 shares, it is still in Jiaxing Min Feng Group Co., Ltd. controlling shareholder status, Jiaxing City, the actual control of the SASAC is still in the status, so this will not lead to non-public offering control of the issuer changes. six, this issue has been made in the program approved by the authorities as well as yet to reporting procedures for the approval of this program has been issued January 18, 2012 meeting of the Eleventh Meeting of the Fifth Session of the Board of Directors examined and approved, still need to obtain approval of the SASAC, Zhejiang Province, the company shareholders 'meeting to consider approval of the Company Shareholders' General Meeting , according to the "Securities Act", "Company Law", "listed securities issued Management Measures" and "non-public offering of shares of listed companies the implementation details" and other relevant laws, regulations and normative documents, the China Securities Regulatory Commission needs to the declaration approved in the approval of China Securities Regulatory Commission, the company will be the Shanghai Stock Exchange and Clearing Corporation to apply for stock issuance and listing, complete the non-public offering of shares all of the approval process. 12 Section II Board of Directors on this Use of proceeds of a feasibility analysis, the company plans to use funds raised this issue intends to issue a specific non-public investors, not more than 15,800 million RMB ordinary shares, net of issuance costs to raise funds for the following projects: investment procedures Name of the total number of investment projects to raise funds (million) Total (million) 117 machine specialty paper glassine paper technological transformation project 23,41519,0002 overpressure finishing projects 4,9882,0003 new high-end specialty paper machine No. 10 transformation projects 34,52934,5294 new high-grade transparent paper machine No. 11 transformation projects 15,93715,9375 Total 88,86981,466 10,00010,000 additional liquidity if the non-public offering, after deducting the actual cost of issue raised funds less than the total project to raise funds to be invested, the company will be based on the actual net proceeds, in accordance with the priorities of other projects, adjusting and finally decided to raise the priority of capital investment projects and the use of specific investments and other arrangements, to raise funds shortfall by the company to solve its own funds in the non-public offering to raise funds in place before the company will be based on actual progress of the project to advance self-financing investment, and raise funds in place in accordance with relevant regulations of the program to be replaced 13 Second, the feasibility analysis of investment projects (a) 17 1 machine glassine paper technological transformation projects, the basic situation of project name Project No. 17 machine glassine paper technological transformation projects, project investment estimated total investment value of 23,415 Wan million, including construction investment of 20,932 million, initial working capital 2,483 million to the project content the company invested $ 19,000 ten thousand yuan to raise funds through the production line of 17 machine upgrade, eliminate backward production capacity, adjust and optimize the product structure, in companies not to increase total production capacity of the case, glassine base paper as soon as possible to expand production capacity, improve product quality high-grade production equipment, high value-added products glassine base paper production lines and related equipment project design production capacity of product glassine paper capacity of 30,000 tons / year construction period of 1.5 years 2, the project is the development prospects of glassine paper packaging industry is one widely used packaging materials in recent years, with the domestic packaging industry, the domestic paper packaging, and raising the level of awareness of environmental concepts popularity and in-depth, market demand for glassine paper over the years, glassine paper has been unable to meet domestic market demand, it needs to import large quantities of, glassine paper, the paper has been imported for many years become larger imports of products one of the products the company for the current status of No. 17 paper machine production line, through the upgrading of the production line, development and production of high value-added new products glassine paper, to adapt to market changes, not only can improve the domestic demand of the market conditions glassine paper, You can also improve profitability and ability to resist risks, mainly reflected in the outlook: (1) rapid market expansion, in line with national industrial policy: The company Glassine base paper market position mainly produce contemporary products for the international advanced level goals for the downstream business provide local sourcing of raw materials to replace imported products the company has the products and services, has a good reputation in the market, key customers and has been fully recognized by 14 points, but still far from the existing supply capacity to meet user needs. Upon completion of the production line technological transformation, you can rely on existing sales network and customer resources, market faster; through technological innovation to improve the quality of domestic glassine base paper, and further import substitution, also in line with national industrial policy. (2) master key production technologies high product quality: the company with high quality imported paper as a benchmark, in many years, based on independent research and development, has completely mastered the core technology, accumulated a wealth of practical experience, but also has a highly qualified cadre of technical staff and production, and form a complete set of production process, according to the needs of users increase continuously improve the product now and the product quality was significantly better than similar domestic manufacturers, has reached the same level of quality products imported, the user has a high reputation (3 ) energy consumption and emissions balance, lower construction and operation of investment: in the company's existing production line area, no new land acquisition, through backward elimination of the original production line, energy consumption and pollutant emissions can take advantage of existing infrastructure be balanced; and 21 machines can learn to run projects and accumulated rich experience, both significantly reduce the cost of new projects, but also shorten the production cycle of the construction, commissioning more conducive to reducing operating costs, to be effective in to avoid investment risk. 3, the project approval of the record of March 14, 2011, Jiaxing City, Zhejiang Province Economic and Trade Commission issued a "notice of filing enterprise investment projects, Zhejiang Province - Minfeng Special Paper Co., Ltd. No. 17 machine glassine paper transformation projects "(Kerry by technical record [2011] 15), agreed to the project record. May 3, 2011, Jiaxing City, Zhejiang Province Economic and Trade Commission issued a" notice of change of enterprise investment projects, Zhejiang Province - Minfeng Special paper, glassine paper machine Co., Ltd. 17 transformation projects "(Kerry by technological change [2011] 3), agreed to change the record of the project construction area. June 10, 2011, the project has Jiaxing Municipal Environmental Protection Bureau "About 17 Minfeng Special Paper Co. machine glassine paper technological transformation project environmental impact report review comments of the letter" (Kerry ring built letter [2011] No. 73) of the EIA approval. 4, the project cost-effective completion of this project After completion, the comprehensive calculation, the average estimated annual revenue of 28,800 million yuan, annual profit after tax amounted 2,951 million, after income tax static investment recovery period is 7.85 years (including construction period of 1.5 years), after-tax internal rate of return 14.21 % 15 (b) special paper finishing overpressure project 1, the basic situation of project Name of project over-pressure specialty paper finishing the project investment of the project estimated total investment value of 4,988 million yuan, including construction investment of 4,695 million (including foreign exchange $ 1.2 million), initial working capital 2.93 million yuan the project content to the company to raise capital investment of this $ 20 million super pressure by the introduction of sophisticated optical equipment, technical improvement, as soon as possible to expand the base paper vacuum aluminum plating, wet strength label paper , glassine paper production capacity, improve product quality, increase product added value production equipment used in this project over 12 roller pressure technology, qcs, wis system consists of imported products vacuum aluminum project base paper, wet strength label paper, glassine paper post-processing project site is Lu Minfeng Special Paper Co. plant in St. capacity of local production capacity of 30,000 tons / year construction period 1 year 2 project development prospects vacuum aluminum base paper, wet strength label paper, glassine paper are need to go through overpressure, the company has 21 super-calendering machine equipment design capacity of 40,000 tons / year, has now reached full capacity in the production of glassine paper the special requirements of due process to the production machine 21 ability can only reach 30,000 tons / year, after the processing of some products sold directly without greatly affecting the economic benefits of PM 21 is currently No. 21 paper machine at a super-long-term pressure overload-ray equipment operation, resulting in equipment failure higher rate, and restricted the quality and cost-effective to further improve the order processing section in the paper machine's production capacity and capacity matching products to further improve product quality and value-added products, improve the company's economic efficiency, make the whole specialty paper over-pressure decorative projects (1) imports a large amount of import substitution market prospects. metalised base paper and wet strength label paper, mainly used in beer, beverages, tobacco and other high-end packaging industry. glassine paper for the environmentally-friendly trademark paper and double-sided tape at the end of the end of the paper, which instead of the traditional yellow coated (laminated) paper, to eliminate the use of chemicals in the paint production process, lamination products, such as caused by environmental pollution, and for automatic labeling, improve production efficiency, has been widely used in electronics, medicine, batteries, cleaning supplies, supermarket label, double-sided adhesive tape, etc., use year after year, and 16 showed a growing trend; 28importtraderegistered