Securities code: 002815 securities abbreviation: Suntak Technology Co.Ltd(002815) Announcement No.: 2022-003 Suntak Technology Co.Ltd(002815)
Announcement on the resolutions of the 16th meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Suntak Technology Co.Ltd(002815) (hereinafter referred to as “the company”) held the 16th meeting of the Fourth Board of supervisors on January 26, 2022. The meeting was held by on-site combined with communication. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Yang Lin, chairman of the board of supervisors of the company. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other relevant laws and regulations and the relevant provisions of the articles of association, and are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
(I) the meeting deliberated and adopted the proposal on the company’s eligibility for non-public offering of shares by 3 votes in favor, 0 against and 0 abstention.
In accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, after careful self-examination and demonstration of the actual situation and relevant matters of the company, It is considered that the company meets all the conditions for non-public offering of shares.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) the meeting deliberated and adopted the proposal on the company’s 2022 non-public stock development plan item by item.
1. Types and par value of the shares issued this time
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
2. Issuing method and time
This offering is made in a non-public way to specific objects, and the company will choose an appropriate time to issue within the validity period approved by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this non-public offering are no more than 35 specific objects, including legal persons, natural persons or other legal investment organizations in accordance with laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. If a trust and investment company is the issuing object, it can only subscribe with its own funds.
After the issuance application is approved by the CSRC, the board of directors of the company will negotiate with the sponsor (lead underwriter) according to the bidding results in accordance with the authorization of the general meeting of shareholders and relevant regulations of the CSRC.
The issuing object of this offering subscribes the shares of this non-public offering in RMB cash.
Voting results: 3 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period.
The issue price shall not be lower than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date ÷ total stock trading volume in the 20 trading days before the pricing benchmark date).
The issue price is determined through bidding. The final issue price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the authorization of the general meeting of shareholders and the relevant provisions of the CSRC after the issuance application is approved by the CSRC.
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price of this non-public offering, and shall not exceed 30% of the total share capital of the company before this offering; According to the company’s total share capital of 875638601 shares as of September 30, 2021, the number of shares in this non-public offering does not exceed 262691580 shares (including this number).
The upper limit of the final issuance quantity shall be subject to the requirements of the approval documents of the CSRC. Within the above scope, the final issuance quantity shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the actual situation at the time of issuance according to the authorization of the general meeting of shareholders.
If the company’s shares are changed due to ex rights and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, the issuance quantity of this non-public offering will be adjusted accordingly according to the law.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Restricted period
The shares subscribed by the object of this non-public offering of shares shall not be transferred within 6 months from the date of completion of the offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. The shares acquired from the non-public offering shares of the listed company obtained by the object of this issuance shall also comply with the above share locking arrangements due to the distribution of stock dividends, capital reserve conversion and other forms by the listed company. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
7. Amount and purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 2 million yuan (including this amount). After deducting the issuance expenses, it is proposed to be used for the following items:
Unit: 10000 yuan
Total investment amount of the investment project and the amount of raised funds to be invested
Zhuhai Chongda Circuit Technology Co., Ltd. Xinjian power
Road slab project (phase II) 365065.83 200000.00
If the net amount of funds actually raised in this non-public offering is less than the total amount of funds to be invested in the above projects, the insufficient part of the raised funds shall be solved by the company with self raised funds. Before the funds raised from this non-public offering of shares are in place, the company can invest in advance with self raised funds according to the actual situation, and replace them after the raised funds are in place.
Voting results: 3 in favor, 0 against and 0 abstention.
8. Listing location
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
9. Accumulated profit distribution arrangement before this non-public offering
The accumulated undistributed profits before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
10. Validity period of the resolution on this non-public offering of shares
The validity period of this non-public offering plan is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and submitted to the CSRC for approval before implementation. (III) the meeting deliberated and adopted the proposal on the company’s 2022 non-public stock development plan by 3 votes in favor, 0 against and 0 abstention.
The company has prepared the 2022 plan for non-public offering of shares in accordance with the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan for non-public offering of shares and report on issuance of listed companies (Zheng Jian FA FA Zi [2007] No. 303) issued by the China Securities Regulatory Commission.
For details, please refer to the 2022 non-public development bank stock plan published on the information disclosure media designated by the CSRC on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the meeting deliberated and adopted the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022 by 3 votes in favor, 0 against and 0 abstention.
For details, see the feasibility analysis report on the use of funds raised by non-public development banks in 2022 published on the information disclosure media designated by the CSRC on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(V) the meeting deliberated and adopted the proposal on the report on the use of the company’s previously raised funds by 3 votes in favor, 0 against and 0 abstention.
According to the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500) and other relevant provisions, the company prepared the report on the use of Suntak Technology Co.Ltd(002815) previously raised funds, and hired Tianjian Certified Public Accountants (special general partnership) to issue the verification report on the use of previously raised funds (tianjianshen [2022] No. 7-2).
For details, please refer to the report on the use of previously raised funds and the verification report on the use of previously raised funds published on the information disclosure media designated by the CSRC on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the meeting deliberated and adopted the proposal on diluting the immediate return of the company’s non-public Development Bank shares, measures to fill the return and commitments of relevant subjects by 3 votes in favor, 0 against and 0 abstention.
For details, please refer to the announcement on diluting the immediate return of non-public development banks’ shares, measures to fill the return and commitments of relevant subjects published on the information disclosure media designated by the CSRC on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the meeting deliberated and adopted the proposal on the shareholder return plan for the next three years (2022-2024) with 3 votes in favor, 0 against and 0 abstention.
For details, please refer to the shareholder return plan for the next three years (2022-2024) published on the information disclosure media designated by the CSRC on the same day.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) the meeting deliberated and adopted the proposal on the company providing guarantee for wholly-owned subsidiaries with 3 votes in favor, 0 against and 0 abstention.
For details, see the announcement on providing guarantees for wholly-owned subsidiaries published on the information disclosure media designated by the CSRC on the same day.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the general meeting of shareholders is requested to authorize the chairman of the company to make a decision and sign relevant documents within the scope of this guarantee limit, and the management of the company is responsible for handling relevant specific matters.
3、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of supervisors.
It is hereby announced.
Suntak Technology Co.Ltd(002815)
Board of supervisors
January 27, 2002
