Securities code: 003031 securities abbreviation: Hebei Sinopack Electronic Technology Co.Ltd(003031) Announcement No.: 2022-007 Hebei Sinopack Electronic Technology Co.Ltd(003031)
Announcement of resolutions of the 15th meeting of the first 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
Hebei Sinopack Electronic Technology Co.Ltd(003031) on January 21, 2022, the board of directors sent the notice of convening the 15th meeting of the first board of directors to all directors by e-mail and written delivery. The meeting was held in the company’s conference room on January 27, 2022 by combining on-site meeting and video conference. The current board of directors of the company has 9 directors, and 9 directors actually attended the meeting. The meeting is presided over by the chairman, Mr. Bu Aimin. Three supervisors of the board of supervisors and senior executives of the company attended the meeting as nonvoting delegates. The notice, convening and voting procedures of this meeting comply with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the board meeting
After deliberation and voting, the meeting adopted the following resolutions:
(I) deliberated and passed the proposal on the company’s compliance with relevant laws and regulations on issuing shares to purchase assets and raising supporting funds and related party transactions
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the “measures for the administration of restructuring”) Relevant provisions of laws, regulations and normative documents such as the provisions on Several Issues concerning the standardization of major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies (hereinafter referred to as the “measures for the administration of securities issuance”) and the detailed rules for the implementation of non-public development of shares by listed companies, and after careful analysis of the actual situation and relevant matters of the company After sufficient self-examination and demonstration, the board of Directors believes that the company meets the requirements and conditions for this transaction stipulated in relevant laws, regulations and normative documents.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the plan of the company issuing shares to purchase assets and raising supporting funds and related party transactions
The main contents of the plan for the company to issue shares to purchase assets and raise supporting funds are as follows:
(I) overall plan for the company to issue shares to purchase assets and raise supporting funds
The transaction plan consists of two parts: issuing shares to purchase assets and raising supporting funds: (1) the company plans to issue shares to the 13th Research Institute of China Electronics Technology Corporation (hereinafter referred to as “CETC 13th Institute”) to purchase the assets and liabilities of gallium nitride communication base station radio chip business held by it, and plans to issue shares to CETC 13th Institute Shijiazhuang huiboxinsheng enterprise management partnership (limited partnership) (hereinafter referred to as “huiboxinsheng”) and Shijiazhuang huiboxinye enterprise management partnership (limited partnership) (hereinafter referred to as “huiboxinye”) issue shares to purchase 100% equity of Hebei Bowei integrated circuit Co., Ltd. (hereinafter referred to as “Bowei company”) jointly held by them, and plan to sell them to CETC 13 Digital light Smart Technology Group Co., Ltd. (hereinafter referred to as “digital light”), Beijing Smart core interconnection Semiconductor Technology Co., Ltd. (hereinafter referred to as “smart core interconnection”), China Electronics Technology Investment Holding Co., Ltd. (hereinafter referred to as “CETC investment”), Beijing capital science and technology Development Group Co., Ltd. (hereinafter referred to as “capital science and technology development”) Beijing Shunyi Technology Innovation Group Co., Ltd. (hereinafter referred to as “Shunyi Kechuang”), Beijing Guolian Zhixin enterprise management center (limited partnership) (hereinafter referred to as “Guolian Zhixin”) CETC SDIC (Tianjin) venture capital partnership (limited partnership) (hereinafter referred to as “SDIC Tianjin”) issues shares to purchase 100% equity of Beijing Guolian Wanzhong Semiconductor Technology Co., Ltd. (hereinafter referred to as “Guolian Wanzhong”); (2) The company plans to raise supporting funds by non-public offering of shares through inquiry. Among them, transaction (2) is subject to transaction (1), and the success of transaction (2) does not affect the implementation of transaction (1).
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(II) specific plan for the company to issue shares to purchase assets and raise supporting funds
1. Purchase of assets by issuing shares this time
(1) Counterparty and underlying assets
The counterparty to purchase the assets and liabilities of gallium nitride communication base station RF chip business by issuing shares this time is CETC 13, and the underlying assets are the assets and liabilities of gallium nitride communication base station RF chip business.
The counterparties of this issuance of shares to purchase 100% equity of Bowei company are CETC 13, Huibo Xinsheng and Huibo Xinye, and the underlying assets are 100% equity of Bowei company.
The counterparties of this issuance of shares to purchase 100% equity of Guolian Wanzhong are CETC 13, digital light, Zhixin Internet, CETC investment, capital Kefa, Shunyi Kechuang, Guolian Zhixin and SDIC Tianjin, and the underlying assets are 100% equity of Guolian Wanzhong.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(2) Pricing basis and transaction price of the underlying asset
The appraisal of the underlying assets of this transaction has not been completed. The final transaction price shall refer to the appraisal value specified in the asset appraisal report issued by the appraisal institution entrusted by the company in line with the provisions of the securities law and filed by the competent State-owned Assets Supervision and administration institution, which shall be formally determined by the parties through friendly negotiation and signing a supplementary agreement.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(3) Payment method of transaction consideration
The company pays all the transaction consideration in the form of non-public offering of shares.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(4) Type and par value of issued shares
The type of shares to purchase assets by issuing shares this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(5) Issuing method, issuing object and subscription method
The issuance method of this offering is non-public offering of shares to specific objects.
The issuance object of the issuance of shares to purchase the assets and liabilities of gallium nitride communication base station RF chip business is CETC 13. The issuing object subscribes for the shares issued this time with its assets and liabilities of gallium nitride communication base station RF chip business.
The issuing objects of this issuance of shares to purchase 100% equity of Bowei company are CETC 13, Huibo Xinsheng and Huibo Xinye. The issuing object subscribes for the shares issued this time with the equity of Bowei company held by it.
The issuing objects of this issuance of shares to purchase 100% equity of Guolian Wanzhong are CETC 13, digital light, smart core interconnection, CETC investment, capital Kefa, Shunyi Kechuang, Guolian Zhixin and SDIC Tianjin. The issuing object shall subscribe for the shares issued this time with its equity of Guolian Wanzhong.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(6) Pricing base date and issue price
According to the reorganization management measures, the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company’s shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares this time. The average trading price of the company’s shares on the trading days before the announcement of the resolution of the board of directors = the total trading volume of the company’s shares on the trading days before the announcement of the resolution / the total trading volume of the company’s shares on the trading days before the announcement of the resolution.
The benchmark date for the pricing of the issued shares of the listed company for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 15th meeting of the first board of directors of the company. The average trading price of the company’s shares 20 trading days, 60 trading days and 120 Trading days before the benchmark date is as follows:
Unit: yuan / share
The average price of stock trading is 90% of the average price of interval trading
83.02 74.72 in the first 20 trading days
81.84 73.66 in the first 60 trading days
71.80 64.63 in the first 120 trading days
After discussion and decision by all parties to the transaction, the average stock trading price of 120 trading days before the announcement date of the first resolution of the board of directors of the transaction is selected as the market reference price, which is finally determined as 64.63 yuan / share, and the issue price is not less than 90% of the market reference price.
During the period from the pricing benchmark date of issuing shares to purchase assets to the issue date, if the listed company has ex rights and ex interests matters such as dividend distribution, share distribution, allotment, conversion of capital reserve into share capital, the issue price will be adjusted according to the following formula, and the calculation result will be rounded up and accurate to points.
Assuming that the price of newly added shares before adjustment is P0, the number of shares given or converted into share capital per share is n, the number of shares allotted per share is k, the allotment price is a, the dividend per share is D, and the price of newly added shares after adjustment is P1 (the adjusted value remains two decimal places), the adjustment formula of the issue price is as follows:
Dividend: P = P \uf02d D
Share offering or conversion to share capital: P P0
1 \uf03d
(1 \uf02b N )
Allotment: P P0 \uf02b a × K
1 \uf03d
(1 \uf02b K )
Three items are carried out simultaneously: P P0 \uf02d D \uf02b a × K
1 \uf03d
(1 \uf02b K \uf02b N )
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(7) Number of issues
The pricing of the underlying assets has not been determined, so the number of shares issued to purchase assets has not been determined. The company will further disclose the number of shares issued in the restructuring report after the completion of the audit and evaluation of the underlying assets of this transaction.
The number of shares to purchase assets by issuing shares this time is calculated according to the following formula:
The number of ordinary shares issued to each counterparty for the purchase of assets by issuing shares = the transaction consideration paid to each counterparty for the purchase of assets by issuing shares / the issuance price of assets purchased by issuing shares this time; Total number of ordinary shares issued = the sum of the number of ordinary shares issued by the counterparty to purchase assets from each issued share.
The issue quantity calculated according to the formula is accurate to one digit, and the part less than one share shall be rounded off.
During the period from the pricing benchmark date of the purchase of assets by issuing shares to the issuance date of the purchase of assets by issuing shares, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution, allotment of shares, conversion of capital reserve into share capital, the issue price and issue quantity will be adjusted accordingly. The number of ordinary shares issued shall be subject to the number deliberated and approved by the general meeting of shareholders of the listed company and approved by the CSRC.
Bu Aimin, Liu Jian, song Xue, Gao Ling and Zhu Junjie, the related directors, abstained from voting on this proposal. Independent directors have expressed their prior approval opinions and independent opinions.
Voting results: there are 4 valid votes, including 4 affirmative votes, 0 negative votes and 0 abstention votes.
(8) Disposal of accumulated undistributed profits of the company before the completion of this transaction
The accumulated undistributed profits of the listed company before the completion date of the purchase of assets by issuing shares this time shall be jointly enjoyed by all shareholders of the listed company after the completion date of the purchase of assets by issuing shares this time according to the shareholding ratio after the completion of the purchase of assets by issuing shares this time
