Securities code: 002939 securities abbreviation: China Greatwall Securities Co.Ltd(002939) Announcement No.: 2022-008 China Greatwall Securities Co.Ltd(002939)
Announcement of resolutions of the 13th meeting of the second board of directors
The company and all members of the board of directors of the company guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as the company) issued a written notice of the 13th meeting of the second board of directors on February 11, 2022. The meeting was convened by Mr. Zhang Wei, chairman of the board of directors, and was held by means of communication on February 18, 2022. There were 12 directors who should attend and 12 actually attended. The convening and holding of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
The following proposals were considered and adopted at this meeting:
1、 The proposal on terminating the conditional effective share subscription agreement between the company and specific objects was deliberated and passed one by one
In order to successfully promote the company's non-public offering of a shares, taking into account the capital market policy, the actual situation of the company and other factors, after careful analysis and communication with relevant parties, it is agreed that the company, Shenzhen xinjiangnan and Shenzhen Energy Group Co.Ltd(000027) terminate the relevant conditional share subscription agreement and adjust the issuance plan.
1. The company and Shenzhen Energy Group Co.Ltd(000027) terminate the conditional share subscription agreement
Voting: 10 in favor, 0 against and 0 abstention. Related directors Mr. Zhou Zhaohui and Mr. Lu Xiaoping have avoided voting and did not exercise voting rights on behalf of other directors.
2. The company and Shenzhen xinjiangnan terminate the conditional share subscription agreement
Voting: 10 in favor, 0 against and 0 abstention. Ms. Peng Lei and other connected directors have not exercised their voting rights, and Ms. Su Lei and other connected directors have not exercised their voting rights.
Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The announcement on terminating the conditional share subscription agreement and related party transactions with specific objects was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day disclosure.
2、 Deliberated and passed the proposal on the company's compliance with the conditions for non-public development of A-share shares
According to the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies, and the detailed rules for the implementation of non-public offering of shares by listed companies, after careful analysis and item by item self-examination of the conditions for this issuance, the board of Directors believes that the company meets the substantive conditions for non-public offering of shares.
Voting: 12 in favor, 0 against and 0 abstention.
Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on adjusting the company's non-public development of A-share scheme was deliberated and adopted one by one
In order to ensure the smooth progress of the company's non-public offering of a shares, and in combination with the specific situation of the company, after careful analysis, the company agrees to adjust some contents of the offering plan. The adjusted contents are as follows: 1 "3. Issuing object and subscription method"
The issuing objects of this issuance are no more than 35 (including 35) specific objects that meet the conditions specified by the CSRC, including the controlling shareholder Huaneng capital services Co., Ltd. In addition to Huaneng capital services Co., Ltd., the scope of other issuing objects is: securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal persons, natural persons and other specific subjects. 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.
In addition to Huaneng capital services Co., Ltd., other specific issuance objects shall be determined by the board of directors or persons authorized by the board of directors through negotiation with the sponsor (lead underwriter) according to the bidding results within the scope authorized by the general meeting of shareholders and after obtaining the approval of the CSRC.
In accordance with Article 23 of the detailed rules for the implementation of non-public offering of shares by listed companies, the issuer and the recommendation institution will issue an invitation for subscription to the investors, the top 20 shareholders and other qualified objects, including the investors who have submitted the letter of intent for subscription after the announcement of the resolution of the board of directors, but the controlling shareholders, actual controllers, directors, supervisors Senior managers and their related parties that control or exert significant influence shall not participate in the bidding. All issuers subscribe for the shares issued this time in cash.
If the national laws and regulations have new provisions on the issuing object of non-public issuance of a shares, the company will adjust according to the new provisions. If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
Voting: 6 in favor, 0 against and 2 abstentions. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
2. "4. Pricing base date, issue price and pricing principle"
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuance 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 base date (excluding the pricing base date, the same below) and the higher of the audited net asset value per share attributable to the shareholders of the parent company at the end of the latest period before the issuance (hereinafter referred to as the issuance base price). If the company has ex right and ex interest matters such as dividend distribution, share distribution, share allotment and conversion of capital reserve into share capital from the balance sheet date of the audited financial report at the end of the latest period before the issuance to the issuance date, the above-mentioned net asset value per share will be adjusted accordingly.
The calculation formula of the company's average stock trading price 20 trading days before the pricing benchmark date is (the following parameters shall use the data officially published by Shenzhen Stock Exchange): the average stock trading price 20 trading days before the pricing benchmark date = the total stock trading volume 20 trading days before the pricing benchmark date / the total stock trading volume 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, allotment of shares and conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment.
On the basis of the above-mentioned issuance reserve price, the final issuance price shall be determined by the board of directors or the person authorized by the board of directors within the scope authorized by the general meeting of shareholders and after the issuance is approved by the CSRC, in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities, and through negotiation with the sponsor (lead underwriter) according to the bidding results.
Huaneng capital services Co., Ltd., the controlling shareholder of the company, does not participate in the market bidding process of the issue pricing, but promises to subscribe at the same price as other investors according to the market bidding results.
If the issue price cannot be generated through bidding, Huaneng capital services Co., Ltd. agrees to participate in the subscription with the issue reserve price as the subscription price.
Voting: 8 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
3. "5. Issue quantity"
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 931021605 shares (including this number). Among them, the subscription amount of Huaneng capital services Co., Ltd. this time is no less than 2 billion yuan and no more than 4637565052.53 yuan. Number of shares subscribed = issued subscription amount / final issue price per share, and the mantissa of less than 1 share is rounded off.
If the company's share capital increase and other matters are adjusted before the issuance date of the company's share capital and the date of transfer of the company's share capital due to the change of the total share capital before the issuance date of the resolution of the board of directors.
The final issuance quantity will be determined by the board of directors or the person authorized by the board of directors through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders in accordance with the upper limit of issuance quantity approved by the CSRC.
Voting: 8 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
4. "6. Restricted period"
In accordance with 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 guidelines for the examination of administrative licenses of securities companies No. 10 - capital and share increase and equity change of securities companies, and in combination with the actual situation of the company's controlling shareholders and actual controllers, After the completion of this offering: the shares of this offering subscribed by Huaneng capital services Co., Ltd. shall not be transferred within 60 months from the date of the completion of this offering; The shares of this issuance subscribed by the issuing object holding more than 5% (including 5%) of the company's shares shall not be transferred within 36 months from the date of completion of this issuance; The shares of this issuance subscribed by the issuing object holding less than 5% of the company's shares shall not be transferred within six months from the date of the end of this issuance. Where there are other provisions in laws and regulations on the restricted sale period of non-public shares and shares held by shareholders of securities companies, such provisions shall prevail. The reduction of the aforesaid shares after the expiration of the restricted sale period shall also comply with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the articles of association. After the end of this offering, the shares of the company increased due to bonus shares, capital reserve converted into share capital and other reasons subscribed by the issuing object shall also comply with the above-mentioned arrangement of the restricted sale period.
Voting: 8 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
5. "8. Purpose and amount of raised funds"
The amount of funds raised in this issuance does not exceed RMB 8.464 billion (including this amount). After deducting the issuance expenses, it is planned to be used to increase the company's capital, supplement the company's working capital and repay debts, so as to support the company's future business development, improve the company's market competitiveness and anti risk ability, and promote the realization of the company's strategic development objectives. The funds raised in this non-public offering will be used in the following aspects:
No. the raised funds are invested in the amount to be invested
1. The investment in capital intermediary business shall not exceed 5 billion yuan
2. The investment in securities investment business shall not exceed 2.5 billion yuan
3. The debt repayment shall not exceed 964 million yuan
Total no more than 8.464 billion yuan
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this issuance are in place, the company can invest with self raised funds first according to the implementation progress and actual situation of the investment projects with raised funds, and replace them after the raised funds arrive. If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, the company will adjust and finally decide the specific investment projects, priority order and specific investment amount of each project invested by the raised funds according to the actual amount of raised funds and the priorities of the projects. The insufficient part of raised funds shall be raised by the company itself. The board of directors or the person authorized by the board of directors shall make corresponding adjustments to the investment projects and use arrangements of the raised funds according to the authorization of the general meeting of shareholders, changes in market conditions and the actual situation of the company.
Voting: 8 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
In addition to the above adjustments, other contents of the company's non-public offering plan (1. Type and par value of shares issued; 2. Method and time of issuance; 7. Place of listing; 9. Disposal plan for accumulated undistributed profits before the completion of this offering; 10. Validity period of this resolution) remain unchanged. The announcement on the adjustment of the company's non-public offering of A-Shares was published on the same day in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) disclosure.
4、 The proposal on Revising the company's plan for non-public development of A-Shares was deliberated and adopted
Voting: 6 in favor, 0 against and 2 abstentions. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The full text of the plan for non-public development of A-Shares (Revised Version) was posted on cninfo.com.cn on the same day disclosure; The announcement on the revision of the company's plan for non-public development of A-Shares was published on the same day in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) disclosure.
5、 The proposal on the company's non-public development of A-share shares involving related party transactions was deliberated and adopted
Voting: 8 in favor, 0 against and 0 abstention. Related directors Mr. Zhang Wei, Ms. Duan Yiping, Ms. Duan Xinye and Mr. Zhu Jianxin have avoided voting and did not exercise voting rights on behalf of other directors.
Since the general meeting of shareholders of the company has authorized the board of directors to handle matters related to the non-public offering of shares, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The announcement on non-public Development Bank A shares constituting related party transactions (Revised Version) was published on the same day
