Securities code: 002815 securities abbreviation: Suntak Technology Co.Ltd(002815) Announcement No.: 2022-002 Suntak Technology Co.Ltd(002815)
Announcement of resolutions of the 18th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
Suntak Technology Co.Ltd(002815) (hereinafter referred to as "the company") held the 18th meeting of the 4th board of directors in the company on January 26, 2022. The meeting was held in the form of on-site communication. The meeting was presided over by the chairman, Mr. Jiang Xuefei. The meeting was deliberated by the directors present and voted by open ballot. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of the articles of association, and are legal and effective. 2、 Deliberations of the board meeting
(I) the meeting deliberated and adopted the proposal on the company's eligibility for non-public offering of shares by 7 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the board of directors of the company conducted self-examination on the relevant matters of the company item by item in accordance with the qualifications and conditions of non-public offering of shares by listed companies, It is considered that the company meets the provisions and requirements of non-public offering of shares and has the qualifications and conditions to apply for non-public offering of shares.
The independent directors of the company expressed their consent. For details, see the independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors 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.
(II) the meeting deliberated and adopted the proposal on the company's 2022 non-public stock development plan item by item.
In accordance with 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, the company has formulated the non-public offering plan. The specific contents and voting conditions are as follows: 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: 7 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: 7 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: 7 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: 7 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: 7 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: 7 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. newly built 365065.83 200000.00 road board project (phase II)
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: 7 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: 7 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: 7 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: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their consent. For details, see the independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors published on the information disclosure media designated by the CSRC on the same day.
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 7 votes in favor, 0 against and 0 abstention.
The independent directors of the company expressed their consent. For details, see the 2022 plan for non-public development of shares published on the information disclosure media designated by the CSRC on the same day and the independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors.
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 7 votes in favor, 0 against and 0 abstention.
The independent directors of the company expressed their consent. For details, see the feasibility analysis report on the use of funds raised by non-public development banks in 2022 and the independent directors' independent opinions on matters related to the 18th meeting of the Fourth Board of directors 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 7 votes in favor, 0 against and 0 abstention.
In accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) and other relevant provisions, the board of directors has prepared the report on the use of the Suntak Technology Co.Ltd(002815) previously raised funds as of September 30, 2021, Tianjian Certified Public Accountants (special general partnership) was hired to issue the verification report on the use of the previously raised funds (tianjianshen [2022] No. 7-2).
The independent directors of the company expressed their consent. For details, see the report on the use of the previously raised funds, the verification report on the use of the previously raised funds and the independent opinions of the independent directors on relevant matters of the 18th meeting of the Fourth Board of directors 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 with 7 votes in favor, 0 against and 0 abstention.
The independent directors of the company expressed their consent. 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, and the independent opinions of independent directors on relevant matters of the 18th meeting of the Fourth Board of directors.
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 7 votes in favor, 0 against and 0 abstention.
The independent directors of the company expressed their consent. For details, please refer to the shareholder return plan for the next three years (2022-2024) and the independent directors' independent opinions on matters related to the 18th meeting of the Fourth Board of directors 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 requesting the general meeting of shareholders of the company to authorize the board of directors of the company to fully handle the specific matters of non-public offering of shares in 2022 by 7 votes in favor, 0 against and 0 abstention.
In order to efficiently and orderly complete the company's non-public offering of shares in 2022, the board of directors of the company requests the general meeting of shareholders of the company to authorize the board of directors and its authorized persons to handle all matters related to the non-public offering of shares in 2022 within the scope of relevant laws and regulations, including but not limited to:
1. Formulate and implement specific proposals for non-public offering of shares in 2022 according to the issuance plan deliberated and approved by the general meeting of shareholders and the specific conditions at the time of issuance, including but not limited to the issuance timing, issuance quantity, issuance object, issuance start and end date, issuance price, specific subscription methods, Issuance pricing methods, handling the establishment of special deposit account for raised funds Other matters related to this non-public offering plan, such as signing the three-party supervision agreement for the storage of raised funds in the special account;
2. To handle the reporting matters of non-public issuance of shares in 2022, and to prepare, modify and submit the application materials for non-public shares in 2022 according to the requirements of securities regulatory authorities;
3. Decide and hire intermediary institutions such as sponsor (lead underwriter) to modify, supplement, sign, submit, report and execute all agreements and documents related to the non-public offering of shares in 2022, including but not limited to underwriting and sponsor agreements, agreements on hiring other intermediaries, agreements related to the investment projects with raised funds Major contracts in the operation of projects invested with raised funds;
4. According to the actual results of this non-public offering of shares, increase the registered capital of the company, modify the corresponding provisions of the articles of association, and handle the industrial and commercial change registration and relevant filing procedures;
5. After the completion of non-public offering of shares in 2022, it is authorized to handle the registration, locking and listing of non-public offering shares in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. in 2022;
6. To adjust the specific arrangement of the raised capital investment projects (including but not limited to the priority of the investment projects, the specific investment amount of each project and the implementation subject, etc.) within the scope of the deliberation and approval of the shareholders' meeting;
7. Such as laws and regulations, securities regulatory department
