Securities code: 002893 securities abbreviation: Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) Announcement No.: 2022-009 Beijing Huayuanyitong Thermal Technology Co.Ltd(002893)
Announcement of resolutions of the 8th meeting of the 3rd 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
1. Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) (hereinafter referred to as "the company") the notice of the eighth meeting of the third board of directors has been sent to all directors by telephone and e-mail on February 3, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The meeting was held in the company's conference room on February 11, 2022 in combination with communication. 3. There are 9 directors who should attend the meeting, and 9 actually attended the meeting.
4. The meeting was presided over by Mr. Li He, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. 5. The meeting was held in accordance with the company law of the people's Republic of China, the articles of association, the rules of procedure of the board of directors and other relevant laws, regulations and normative documents, and the procedures were legal.
2、 Deliberations of the board meeting
(I) the proposal on transferring the equity of a wholly-owned subsidiary and passively forming financial assistance was passed. After deliberation, the board of directors agreed that the company would transfer 100% equity of its wholly-owned subsidiary Shenyang Jianyuan heating Co., Ltd. (hereinafter referred to as "Shenyang Jianyuan") to Jilin Zhongmao Construction Engineering Co., Ltd. at the price of 11 million yuan. After the equity transfer, the company will no longer hold the equity of Shenyang Jianyuan, and Shenyang Jianyuan will no longer be included in the scope of the company's consolidated statements.
The company's creditor's rights to Shenyang Jianyuan will also passively form external financial assistance. The essence of this financial assistance is the continuation of the company's daily operating loans to the original wholly-owned subsidiary. Shenyang Jianyuan has issued a letter of commitment to repay the passive financial assistance according to the repayment plan. The company will urge Shenyang Jianyuan to fulfill its repayment obligations on schedule and safeguard the rights and interests of the company. The financial assistance will not affect the daily operation of the company. The board of Directors believes that this equity transfer is conducive to optimizing and integrating the company's existing resource allocation, improving the company's competitiveness and meeting the company's actual operation and future strategic development needs. The financial assistance provided to the outside world is due to the passive transfer of the equity of the wholly-owned subsidiary of the company, and Shenyang Jianyuan has issued the repayment plan and commitment. Therefore, the risk of the financial assistance is within the controllable range. All parties to the transaction have made subsequent arrangements for the financial assistance, which will not have a significant impact on the daily operation of the company.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberated and passed the proposal on the transfer of equity of secondary wholly-owned subsidiaries and passive formation of financial assistance
After deliberation, the board of directors agreed that Huayi Longda Technology Development Co., Ltd. (hereinafter referred to as "Huayi Longda"), a wholly-owned subsidiary of the company, would transfer its 100% equity of Longda (Beijing) technology and Culture Development Co., Ltd. (hereinafter referred to as "Longda culture") to Shaopei at the price of 135000 yuan. After the equity transfer, Huayi Longda will no longer hold the equity of Longda culture, and Longda culture will no longer be included in the scope of the company's consolidated statements. The company's creditor's rights to Longda culture will also passively form external financial assistance. The essence of this financial assistance is the continuation of the company's daily operating loans to the original secondary wholly-owned subsidiary. Longda culture and Shao Pei have issued a letter of commitment, promising to repay the passive financial assistance according to the repayment plan. In the future, the company will urge Longda culture to fulfill its repayment obligations on schedule and safeguard the rights and interests of the company. The financial assistance will not affect the daily operation of the company.
The board of Directors believes that this equity transfer is conducive to optimize and integrate the company's existing resource allocation, further focus on the main business, better promote the development of the company's main business, enhance the company's competitiveness, and meet the company's actual operation and future strategic development needs. This external financial assistance is due to the passive transfer of the equity of the secondary wholly-owned subsidiary of the company, and Longda culture and Shaopei have issued relevant repayment commitments. The risk of this financial assistance is within the controllable range. All parties to the transaction have made subsequent arrangements for this financial assistance, which will not have a significant impact on the daily operation of the company.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) deliberated and passed the proposal on the transfer of equity of its participating companies by wholly-owned subsidiaries
The board of directors agreed that the wholly-owned subsidiary Huayi Longda would transfer its 9.5127% equity of Beijing Century Mattel Property Management Co., Ltd. (hereinafter referred to as "century Mattel") to Bai Guiming at the price of 19.9 million yuan. After the completion of this equity transfer, Huayi Longda will no longer hold the equity of century Mattel.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) deliberated and passed the proposal on the transfer of the partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) by a wholly-owned subsidiary
The board of directors agreed that Huayi Longda, a wholly-owned subsidiary of the company, would transfer its 16.6667% partnership share of Shenzhen Kaixuan Yixi phase I angel investment partnership (limited partnership) (hereinafter referred to as "Kaixuan Yixi") to Yang Donghong at the price of 10 million yuan. After the completion of this transaction, Huayi Longda will no longer hold the partnership share of triumph Yixi.
The independent directors of the company have expressed their independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
(V) deliberated and passed the proposal on the company's compliance with the conditions for non-public development of 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 and normative documents, the board of directors of the company conducts self-examination and demonstration on relevant matters of the company item by item, It is considered that the company meets all the conditions for non-public offering of shares.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. As the non-public offering of shares and other related matters need to be approved by relevant competent authorities, it will not be submitted to the first extraordinary general meeting of shareholders of the company in 2022, and the time of the general meeting will be notified separately.
(VI) the proposal on the company's non-public offering of shares in 2022 was deliberated and adopted item by item. 1. The type and par value of the shares issued this time
The non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Issuing method and time
The shares to be issued this time shall be issued to specific objects in a non-public manner, and shall be issued at an appropriate time within the validity period of the approval document of the CSRC on the non-public offering.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The object of this non-public offering is Beijing Energy Group Co., Ltd.
The issuing object participates in stock subscription in cash.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Issue price and pricing principle
The non-public offering of A-Shares adopts lock price issuance, and the issuance price is 7.04 yuan / share.
The pricing base date of this non-public offering is the announcement date of the resolution of the eighth meeting of the third board of directors of the company considering this non-public offering plan. The issue price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date).
If the company issues ex rights and ex interest items such as cash dividend, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P = p0-d
Bonus shares or converted into share capital: P = P0 / (1 + n)
Cash dividend and share distribution or capital reserve converted into share capital: P = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and P is the issue price after adjustment.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares in this non-public offering shall not exceed 60840000 shares (including this number), and shall not exceed 30% of the total share capital of the company before this offering. Comply with the relevant provisions of the Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version). The final number of shares to be issued shall be determined by the board of directors in consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and the relevant provisions of the CSRC, and in accordance with the number of shares to be issued as specified in the approval documents of the CSRC.
In case of any equity distribution, conversion of capital reserve into share capital, allotment of shares, other forms of capital reorganization or other circumstances leading to changes in the total share capital of the company from the pricing benchmark date of this non-public offering to the issuance date, the company will adjust the number of shares issued accordingly according to the calculation formula specified in the relevant rules of the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Restricted period
The shares subscribed by specific objects for this issuance shall not be transferred within 36 months from the date of listing.
The shares derived from the shares issued this time subscribed by the issuing object due to the bonus shares given by the company, the conversion of capital reserve into share capital and other reasons shall also comply with the arrangement of such restricted sale period.
After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object shall be carried out in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Application of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed 428313600 yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised will be used to supplement working capital.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Place of stock listing
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
9. Arrangements for accumulated undistributed profits before the completion of this non-public offering
Before the completion of this non-public offering, the accumulated undistributed profits of the company shall be shared by the new and old shareholders after the completion of this offering according to the shareholding ratio after this offering.
Voting results: 9 in favor, 0 against and 0 abstention.
10. The validity period of this non-public offering resolution
The validity period of the resolution of the general meeting of shareholders of this non-public offering is 12 months from the date when the general meeting of shareholders deliberates and adopts the matters of this non-public offering.
If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. As the non-public offering of shares and other related matters need to be approved by relevant competent authorities, it will not be submitted to the first extraordinary general meeting of shareholders of the company in 2022, and the time of the general meeting will be notified separately.
(VII) deliberation and approval of the company's 2022 annual stock development plan
It is agreed that the plan for non-public development of shares in Beijing Huayuanyitong Thermal Technology Co.Ltd(002893) 2022 prepared by the company in accordance with relevant laws and regulations.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters.
For details, please refer to the information disclosure media and cninfo (www.cn. Info. Com. CN.) of the company on the same day Relevant announcements disclosed on.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. As the non-public offering of shares and other related matters need to be approved by relevant competent authorities, it will not be submitted to the first extraordinary general meeting of shareholders of the company in 2022, and the time of the general meeting will be notified separately.
(VIII) deliberated and passed the proposal on the report on the use of the previously raised funds
In accordance with the requirements of the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the CSRC, the company has prepared the report on the use of the previously raised funds as of December 31, 2021, which was approved by ShineWing Certified Public Accountants
