Securities code: 300390 securities abbreviation: Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) Announcement No.: 2022-024 Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Announcement on the resolutions of the 18th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 18th meeting of the 5th board of supervisors of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) (hereinafter referred to as “the company”) was held by on-site voting in the conference room of the company on the afternoon of February 8, 2022. The meeting was presided over by Ms. Zhou Xinjie, chairman of the board of supervisors of the company. All supervisors of the company attended the meeting. There were 3 supervisors who should participate in the voting and 3 supervisors who actually voted. The notice of the meeting was sent by email and written service on January 29, 2022. The meeting was held in accordance with the company law of the people’s Republic of China and the articles of association. The meeting was held legally and effectively.
After careful deliberation and voting by open ballot, the attending supervisors unanimously adopted the following resolutions:
1. The proposal on the company meeting the conditions for issuing shares to specific objects on the gem was deliberated and adopted
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 securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”) According to the relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”), through self-examination and demonstration of the actual situation and relevant matters of the company, the board of supervisors of the company believes that the company complies with the provisions of current laws, regulations and normative documents on issuing shares to specific objects, Have the qualifications and conditions for issuing shares to specific objects, and agree to the company’s application for issuing shares to specific objects.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the company’s plan to issue shares to specific objects was deliberated and adopted one by one
1. Type and par value of issued shares
The type of shares issued to specific objects this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2. Issuing method and time
This issue is issued to specific objects, and all investors subscribe in cash. The company will choose an appropriate time to issue shares to specific objects within the validity period after it has passed the examination of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Voting results: 3 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
There are no more than 35 issuing objects (including 35), and they are specific investors in accordance with the provisions of the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors in accordance with the provisions of the CSRC, as well as other legal persons in accordance with the provisions of the CSRC Natural persons or other qualified investors. Where securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors subscribe for more than two products under their management, they 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.
The final issuance object shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the subscription quotation in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the issuance application has been reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders. If the national laws and regulations have new provisions on the issuing object of this issuance, the company will adjust according to the new provisions.
The issuing objects of the shares issued to specific objects subscribe for the shares issued in 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 issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average price of the company’s shares in the 20 trading days before the pricing benchmark date (the average price of the company’s shares in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date ÷ the total amount of stock transactions in the 20 trading days before the pricing benchmark date). If national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of issuing shares to specific objects, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
If the company has ex rights and ex interests matters such as dividend distribution, bonus shares or conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the lower limit of this issuance price will be adjusted accordingly. The adjustment method is:
Assuming that the issue price before adjustment is P0, the number of bonus shares or capital reserve converted into share capital per share is n, the dividend / cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend / 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).
The final issue price of this offering to specific objects shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the subscription quotation in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange after the application for this offering to specific objects is reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration in accordance with the authorization of the general meeting of shareholders. Voting results: 3 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital of the company before this issuance. If calculated according to the current share capital of the company, it is expected that the total number of shares issued this time will not exceed 174864161 (including this number).
If the company’s shares are subject to ex rights and ex dividend matters such as bonus shares, conversion of capital reserve into share capital or other changes in the total share capital of the company from the date of deliberation of the resolution of the board of directors to the date of issuance, or due to other reasons, the upper limit of the number of shares issued to specific objects will be adjusted accordingly. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance within the scope of authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws, regulations and normative documents and according to the actual situation of the issuance after being reviewed by the Shenzhen Stock Exchange and approved by the CSRC for registration. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Restricted period
The shares subscribed by the issuing object to be issued to specific objects shall not be transferred within 6 months from the date of the end of this issuance.
If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the issuance period expires, the company shall comply with the relevant laws and regulations of the exchange. After the issuance to specific objects, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period. If the national laws, regulations and other normative documents have the latest provisions or regulatory opinions on the sales restriction period of shares issued to specific objects, the company will adjust accordingly according to the latest provisions or regulatory opinions.
Voting results: 3 in favor, 0 against and 0 abstention.
7. Accumulated profit arrangement before this offering
After the issuance to specific objects, the undistributed profits accumulated by the company before the issuance shall be shared by the new and old shareholders after the issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
8. Amount and purpose of raised funds
The total amount of funds raised by the company in issuing shares to specific objects this time is no more than 460 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
Project name total investment of the project amount of raised funds to be invested
Construction project of 250000.00 240000.00 lithium hydroxide with an annual output of 60000 tons of batteries of Sichuan Tianhua times lithium energy Co., Ltd
Yibin Weineng lithium industry science and Innovation Co., Ltd. phase I battery grade lithium hydroxide project with an annual output of 259697334.82 million tons
Acquisition of 7% equity of Yibin Tianyi lithium industry science and Innovation Co., Ltd. 98000.00 98000.00
Supplementary working capital 40000.00 40000.00
Total 484973.34 460000.00
The part of the total investment amount of the project higher than the use amount of the raised funds shall be raised by the company itself; If the actual net amount of raised funds after deducting the issuance expenses is lower than the total amount of raised funds to be invested, the insufficient part shall be raised by the company itself. Before the funds raised from this stock issue are in place, the company will make early investment with self raised funds according to the needs of the project, and replace the early investment funds in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place.
Voting results: 3 in favor, 0 against and 0 abstention.
9. Listing location
The shares issued to specific objects this time will apply for listing and trading in Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
10. Validity period of the resolution issued to specific objects
The validity period of the resolution on the issuance plan to specific objects is within 12 months from the date when the relevant proposals issued to specific objects are submitted to the general meeting of shareholders for deliberation and approval. If the national laws and regulations have new provisions on the issuance of shares to specific objects, the company will adjust the issuance according to the new provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation item by item.
3. The proposal on the company’s stock issuance plan to specific objects was deliberated and adopted
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of registration, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 36 – prospectus and report on issuance of securities by companies listed on GEM to specific objects and other laws, regulations and normative documents, The company has prepared the plan for Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) issuing shares to specific objects. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects was reviewed and approved. According to the relevant provisions of the company law, securities law, registration management measures and other laws, regulations and normative documents, the company prepared the demonstration and analysis report of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) stock issuance scheme to specific objects. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects was deliberated and adopted
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of registration and other laws, regulations and normative documents, the company has conducted a feasibility analysis on the use of the funds raised by issuing shares to specific objects, and prepared the feasibility analysis report on the use of the funds raised by issuing shares to specific objects. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the proposal on the explanation of the company’s punishment or regulatory measures taken by the securities regulatory authorities and exchanges in the past five years
In view of the company’s intention to apply for issuing shares to specific objects, the company has explained the punishment or regulatory measures taken by the securities regulatory authorities and stock exchanges in the past five years. For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the special report on the use of the company’s previously raised funds was deliberated and adopted
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of registration, the provisions on the report on the use of previously raised funds and other laws, regulations and normative documents, the company has prepared the special report on the use of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) previously raised funds. This report has been reviewed by Rongcheng Certified Public Accountants (special general partnership), And issued the verification report on the use of Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) previously raised funds (Rongcheng zhuanzi [2022] No. 215z0060). For details, please refer to the relevant announcement disclosed by the company on the gem information disclosure media designated by the CSRC on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for review
