Securities code: 688020 securities abbreviation: Guangzhou Fangbang Electronics Co.Ltd(688020) Announcement No.: 2022-017 Guangzhou Fangbang Electronics Co.Ltd(688020)
Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Guangzhou Fangbang Electronics Co.Ltd(688020) (hereinafter referred to as “the company”) held the first meeting of the third board of directors and the first meeting of the third board of supervisors on February 16, 2022, and deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of listed companies on the science and innovation board, and the detailed rules for the implementation of securities issuance and underwriting of listed companies on the science and Innovation Board of Shanghai Stock Exchange, The board of directors of the company plans to request the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year. The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022. This authorization includes but is not limited to the following:
1、 Types and quantity of securities issued this time
The type of shares issued this time is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The total amount of shares issued at the end of the year shall not exceed RMB 2 billion, and the net assets shall not exceed 3%. The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue.
2、 Issuing method, issuing object and placement arrangement to original shareholders
This issuance of shares adopts the method of non-public offering to specific objects through simple procedures. The issuing objects are securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors, and other legal persons in accordance with the provisions of the CSRC Natural persons or other legal investment organizations, with no more than 35 issuing objects (including 35). The controlling shareholders will decide whether to participate in this placement according to market conditions and other circumstances. 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 company is the issuing object, it can only subscribe with its own funds.
The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash. 3、 Pricing method or price range
1. The issue price shall not be lower than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date); If the ex rights and ex interests of the company’s shares occur between the pricing benchmark date and the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment method is as follows:
(1) . Dividend: P1 = p0-d
(2) . capital reserve converted into share capital or share offering: P1 = P0 / (1 + n)
(3) . two items shall be carried out simultaneously: P1 = (p0-d) / (1 + n), where P0 is the issuance price before adjustment, the amount of dividend per share is D, the number of capital reserves converted into share capital or shares sent per share is n, and the issuance price after adjustment is P1.
The final issue price will be determined by the board of directors of the company through consultation with the lead underwriter according to the inquiry results in accordance with relevant regulations after being authorized by the general meeting of shareholders.
2. Shares issued to specific objects shall not be transferred within six months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance. The shares obtained by the issuing object from the shares issued by the listed company to specific objects and derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
4、 Amount and purpose of raised funds
The company plans to use the raised funds for the construction of projects related to the company’s main business and supplement working capital. The proportion used to supplement working capital shall comply with the relevant provisions of the regulatory authorities. Meanwhile, the use of raised funds shall comply with the following provisions:
1. Should invest in business in the field of scientific and technological innovation;
2. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; 3. The raised funds shall not be used for financial investment or invested directly or indirectly in companies whose main business is the trading of securities;
4. After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
5、 Accumulated profit arrangement before issuance
After the issuance of shares, the accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
6、 Listing location
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
7、 Validity of resolutions
This authorization starts from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. At the same time, the board of directors requested the general meeting of shareholders to approve the board of directors to delegate the above authorization to the chairman or his authorized person under the condition of obtaining the above authorization, and the validity period of the delegation is the same as above.
8、 Authorization of the board of directors to handle specific matters of this issuance
Authorize the board of directors to fully handle all matters related to this offering within the scope of compliance with this proposal, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, including but not limited to:
1. Authorize the board of directors to determine and implement the specific plan for issuing shares to specific objects through simple procedures, including but not limited to the issuance time, issuance quantity, issuance price, issuance object, specific subscription method and subscription proportion, on the premise of confirming that the company meets the conditions for this issuance of shares in accordance with national laws and regulations, relevant provisions of securities regulatory authorities and resolutions of the general meeting of shareholders; Pass the prospectus and other relevant documents related to this offering;
2. Authorize the board of directors to handle the reporting of this issuance, including but not limited to making, modifying, signing, reporting, supplementary submission, executing and announcing the relevant reporting documents and other legal documents of this issuance, as well as responding to the feedback of the CSRC, Shanghai Stock Exchange and other relevant regulatory authorities according to the requirements of the regulatory authorities; 3. Authorize the board of directors to sign, modify, supplement, submit, report and execute all agreements and application documents related to the issuance, handle relevant application, approval, registration, filing and other procedures, and sign major contracts and important documents in the implementation of the investment project of the raised funds;
4. Make appropriate adjustments to the provisions of the issuance plan, the amount of funds raised and the requirements of the supervision department according to the provisions of the issuance plan;
5. After the completion of this offering, according to the implementation results of this offering and listing plan and the regulations and requirements of the regulatory authorities, authorize the board of directors to modify the relevant provisions of the articles of association and internal control system, and authorize the board of directors and its designated personnel to handle industrial and commercial change registration, filing and other related matters;
6. After the completion of this issuance, handle the registration, locking and listing of the shares issued this time in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd;
7. Before this offering, if the company changes its total share capital due to share distribution, conversion of share capital and other reasons, authorize the board of directors to adjust the upper limit of the number of shares issued accordingly;
8. During the validity period of the issuance resolution, if the issuance policy or market conditions change, adjust the issuance plan accordingly according to the new policy and continue to handle the issuance; In case of force majeure or other circumstances sufficient to make the issuance plan difficult to implement, or although it can be implemented, it will bring extremely adverse consequences to the company, it may decide to adjust, delay the implementation of the issuance plan or cancel the issuance application at its discretion;
9. To employ intermediaries to participate in the issuance, handle the application for the issuance and other procedures and work;
10. Handle other matters related to this offering as permitted by relevant laws and regulations and the articles of association.
It is hereby announced.
Guangzhou Fangbang Electronics Co.Ltd(688020) board of directors February 17, 2022
