Stock Code: 000410 stock abbreviation: St Shenji Announcement No.: 2022-09 Shenyang Machine Tool Co.Ltd(000410)
Announcement on the resolution of the 24th Meeting of the ninth board of directors
The company and the members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Meetings of the board of directors
1. The notice of the meeting of the board of directors was sent by e-mail on January 21, 2022.
2. The board of directors was held on January 27, 2022 in the form of on-site and video.
3. There are 7 directors who should attend the board meeting and 7 actually attended. Among them, director an Fengshou and director Wu Chunyu attended the meeting on site, and director Zhang Xu, director Hu Huidong, independent director Zhang Liming, independent director Wang Yingming and independent director yuan Zhizhu attended the meeting on video.
4. The board of directors is presided over by Mr. an Fengshou, the chairman of the board of directors.
The convening of this board meeting complies with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
2、 The following proposals were considered and adopted at the meeting:
1. Deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of A-share shares
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 laws, regulations, departmental rules, normative documents and the relevant provisions of the articles of association, The board of directors of the company has conducted self-examination on the actual operation and related matters of the company item by item and believes that the company has all the conditions for non-public issuance of a shares.
Voting results: 7 in favor, 0 against and 0 abstention. Agree to submit the proposal to the general meeting of shareholders for deliberation.
2. The proposal on the company’s non-public development of A-Shares in 2022 was deliberated and adopted
(1) Type and par value of issued shares
The type of non-public offering of shares is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00/share.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (2) Issuing method and time
This offering is in the form of non-public offering to specific investors. After being approved by the CSRC, the company will choose the opportunity to issue within the specified period of validity.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (3) Issuing object and subscription method
This offering is a non-public offering for specific objects. The issuing object is China General Technology (Group) Holding Co., Ltd. (hereinafter referred to as “General Technology Group”), the controlling shareholder of the company. General Technology Group will subscribe for all the shares in this offering in cash.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (4) Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 24th Meeting of the ninth board of directors. The issuing price of the non-public offering is 3.94 yuan / share, which is no less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (excluding the 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.
From the pricing base date to the issuance date, if the company’s shares have ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, P1 is the issue price after adjustment, D is the cash dividend paid per share, and N is the number of shares given or converted into share capital per share.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (5) Number of issues
The number of shares issued this time shall not exceed 30% of the total share capital of the company before this issuance, that is, no more than 505210783 shares (including this number), all of which shall be subscribed by general technology group in cash. The number of shares in this non-public offering shall be subject to the number of shares finally approved by the CSRC.
If the company’s shares are subject to ex rights and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and other matters from the pricing benchmark date to the issuance date, and other matters lead to changes in the company’s total share capital, the number of shares in this non-public offering will be adjusted accordingly. The final issuance quantity will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on this issuance, within the above-mentioned upper limit of issuance quantity, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the actual situation. If the CSRC and other regulatory authorities adjust the above issuance quantity, the approved data shall prevail.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (6) Restricted period
After the completion of this non-public offering, the shares subscribed by the object of this offering shall not be transferred within 36 months from the date of completion of the offering. From the completion of this offering to the expiration of the restricted sale period, the shares of the company increased by the issuing object due to the company’s bonus shares or the conversion of capital reserve into share capital shall also comply with the above restricted sale arrangements.
After the expiration of the above-mentioned restriction period, the transfer and trading of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and Shenzhen Stock Exchange. If the restricted period of the subscribed shares is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the restricted period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (7) Disposal plan of accumulated undistributed profits before this non-public offering
The accumulated undistributed profits / losses of the company before this issuance shall be shared / borne by the new and old shareholders of the company according to their shareholding ratio after the completion of this issuance.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0].
(8) Listing location
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange. An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0].
(9) Amount and purpose of raised funds
The total amount of funds raised in this issuance (including issuance expenses) shall not exceed RMB 15 trillion (including this amount). The net amount of funds raised after deducting issuance expenses will be used to supplement working capital.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. (10) Validity of this issuance resolution
The resolution of this issuance shall be valid within 12 months from the date when the company’s general meeting of shareholders deliberates and adopts the issuance plan.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. All sub proposals of this proposal need to be submitted to the general meeting of shareholders of the company for deliberation item by item. The plan for this non-public offering of shares can only be implemented after being approved by the CSRC, and the plan finally approved by the CSRC shall prevail.
3. The proposal on the company’s 2022 plan for non-public development of A-Shares was reviewed and approved
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 the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and report on non-public offering of shares by listed companies According to the relevant provisions of laws and regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the plan for non-public development of A-Shares in 2022. We agree with the company’s plan for this non-public offering of a shares.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. Agree to submit the proposal to the general meeting of shareholders for deliberation.
4. The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was deliberated and adopted
After deliberation, the board of directors approved the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in Shenyang Machine Tool Co.Ltd(000410) 2022 prepared by the company for this non-public offering. For details, please refer to the announcement issued by the company in the designated media on the same day.
Voting results: 7 in favor, 0 against and 0 abstention. Agree to submit the proposal to the general meeting of shareholders for deliberation.
5. The proposal that the company does not need to prepare the report on the use of the previously raised funds was deliberated and adopted
According to the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng FA Zi [2007] No. 500) of the CSRC, the company has not raised funds by means of allotment, additional issuance and convertible corporate bonds in recent five fiscal years. Therefore, the company does not need to prepare the report on the use of the previously raised funds for this non-public offering.
Voting results: 7 in favor, 0 against and 0 abstention. Agree to submit the proposal to the general meeting of shareholders for deliberation.
6. The proposal on establishing a special account for raising funds from non-public development banks’ A shares in 2022 was deliberated and adopted
The company is approved to set up a special account for raising funds for this non-public offering of a shares.
Voting results: 7 in favor, 0 against and 0 abstention. 7. The proposal on signing the subscription agreement for non-public shares with effective conditions between the company and China General Technology (Group) Holding Co., Ltd. was deliberated and adopted
It is agreed that the company and general technology group sign the subscription agreement for non-public shares with effective conditions. For details, please refer to the announcement issued by the company in the designated media on the same day.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. Agree to submit the proposal to the general meeting of shareholders for deliberation.
8. Deliberated and passed the proposal on the company’s non-public development of A-Shares involving related party transactions
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the company’s non-public offering of A-Shares involves related party transactions. See the announcement issued by the company in the designated media on the same day for details.
An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. Agree to submit the proposal to the general meeting of shareholders for deliberation.
9. The proposal on the company’s non-public Development Bank A-share diluted immediate return, filling measures and commitments of relevant subjects in 2022 was deliberated and adopted
In accordance with the requirements of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), in order to protect the interests of small and medium-sized investors, According to the issuance plan, the company has carefully analyzed the impact of this non-public offering of shares on the dilution of immediate return and put forward countermeasures. The controlling shareholders, directors and senior managers of the company made relevant commitments on the measures to fill the diluted immediate return of the non-public offering of shares.
Voting results: 7 in favor, 0 against and 0 abstention. Agree to submit the proposal to the general meeting of shareholders for deliberation.
10. The proposal on < Shenyang Machine Tool Co.Ltd(000410) shareholder return plan for the next three years (2022-2024) was considered and adopted
In order to improve and perfect the company’s scientific, sustainable and stable dividend decision-making and supervision mechanism, actively repay investors and guide investors to establish the concept of long-term investment and value investment, according to the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and other laws Regulations, normative documents and relevant provisions of the articles of association. Considering the company’s development strategy, competitive environment, industry development trend, enterprise profitability, shareholder return, social capital cost, external financing environment and other factors, the company has formulated the shareholder return plan for the next three years (2022-2024) after full demonstration. Voting results: 7 in favor, 0 against and 0 abstention. Agree to submit the proposal to the general meeting of shareholders for deliberation.
11. The proposal on requesting the general meeting of shareholders to approve the exemption of the controlling shareholder from issuing an offer to increase the company’s shares was deliberated and adopted
Before this offering, general technology group, the controlling shareholder of the company, held 505042344 shares of the company, accounting for 29.99%. According to the relevant provisions of the measures for the administration of the acquisition of listed companies, this offering will enable general technology group to trigger the obligation of tender offer stipulated in the measures for the administration of the acquisition of listed companies. However, in view of the fact that this non-public offering has not led to the change of the actual controller of the company, and general technology group promises not to transfer the new shares issued to it by the company within 3 years, According to the relevant provisions of the measures for the administration of the acquisition of listed companies and meeting the conditions for exemption from issuing an offer to increase the company’s shares, the board of directors submitted to the general meeting of shareholders for approval and agreed that general technology group and its persons acting in concert should be exempted from issuing an offer to increase the company’s shares. An Fengshou, Zhang Xu and Hu Huidong avoided voting as related directors.
Voting results: Yes [4], no [0], abstention [0]. Agree to submit the proposal to the general meeting of shareholders for deliberation.
12. Deliberated and adopted the proposal on submitting to the general meeting of shareholders to authorize the board of directors of the company and its authorized persons to have full powers
