Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-023 Changzhou Tiansheng New Materials Co.Ltd(300169)
Announcement of resolutions of the 10th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The 10th meeting of the 5th board of supervisors of Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as “the company”) was held in the conference room on the 5th floor of Changzhou Tiansheng New Materials Co.Ltd(300169) at 10:30 a.m. on February 21, 2022. The notice of this meeting was sent by fax and e-mail on February 19, 2022. The meeting was presided over by Ms. Xu Jue, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was held in accordance with the relevant provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
The meeting considered and adopted the following proposals by open ballot:
(I) deliberated and passed the proposal on the company meeting the conditions for issuing A-Shares to specific objects. Deliberation results: 3 votes in favor; No negative vote; There were no abstentions.
In accordance with the provisions of the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and other relevant laws, administrative regulations, departmental rules and other normative documents, the board of supervisors of the company has conducted item by item self-examination and demonstration on the actual situation and relevant matters of the company, It is considered that the company complies with the relevant provisions of current laws, regulations and normative documents on issuing A-Shares to specific objects, and has the conditions for issuing A-Shares to specific objects.
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 company’s stock issuance plan (Revised Draft) to specific objects one by one
The company held the 9th meeting of the 5th board of supervisors on January 26, 2022, deliberated and adopted the proposal on the company’s stock issuance plan to specific objects. In view of the completion of the establishment of Jucheng intelligent machinery partnership (limited partnership) (hereinafter referred to as “Jucheng intelligent”) in Quanzhou Taiwan investment zone, which is the subscription object for the issuance of shares to specific objects, and the change of the investor of Jucheng intelligent, the company plans to adjust the scheme for the issuance of shares to specific objects, The plan for the adjusted company to issue A-Shares to specific objects (hereinafter referred to as “this issuance”) is as follows:
1. Type and par value of issued shares
Review results: 3 votes in favor; No negative vote; There were no abstentions.
The type of shares issued 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
Review result: 3 votes in favor; No negative vote; There were no abstentions.
This offering will take the form of issuing shares to specific objects. After the approval of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the decision of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on registration, the company will choose an appropriate time to issue shares to specific objects within the specified period of validity. 3. Issuing object and subscription method
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The object of this issuance is Jucheng intelligent, and all the objects of this issuance will subscribe for the shares in cash. 4. Pricing base date and issue price
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The pricing benchmark date of this offering is the announcement date of the resolution of the 13th meeting of the Fifth Board of directors of the company. The issuing price of the shares issued this time is 5.56 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the 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 base date and the issuance date, the issuance price will be adjusted accordingly. The adjustment method is as follows:
Distribution of cash dividends: P1 = p0-d;
Bonus shares or converted into share capital: P1 = P0 / (1 + n);
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
If the relevant laws, regulations and normative documents or the regulatory review policies of the CSRC and the stock exchange on the issuance of A-Shares to specific objects have other different requirements on the issue price, pricing method and other matters, then the matters related to this issuance shall be implemented in accordance with these requirements.
5. Number of issues
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The number of A-Shares issued this time does not exceed 95323700 (including this number), nor does it exceed 30% of the total share capital of the company before this issuance. The final issuance quantity will be determined by the board of directors of the company through consultation with the recommendation institution (lead underwriter) in accordance with relevant regulations after being reviewed and approved by the Shenzhen Stock Exchange and reported to the CSRC for approval and registration. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the number of shares issued this time will be adjusted accordingly. The adjustment formula is:
Q1=Q0 × （1+n）。
Where: Q0 is the number of shares issued this time before adjustment; N is the ratio of bonus shares and converted share capital per share (i.e. the number of shares increased after bonus shares and converted share capital per share); Q1 is the adjusted number of shares issued this time.
6. Restricted period
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The shares issued to specific objects shall not be transferred within 18 months from the date of completion of share registration.
If the restricted period of the shares subscribed by the issuing object is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the restricted period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities. After the end of this offering, the shares increased due to the share distribution of listed companies and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The transfer after the sales restriction period will be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange.
7. Arrangement of accumulated undistributed profits before the completion of this offering
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The accumulated undistributed profits of the listed company before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance according to the shareholding ratio after the completion of this issuance.
8. Listing location
Review result: 3 votes in favor; No negative vote; There were no abstentions.
After the expiration of the restricted sale period, the shares issued to specific objects will be listed and traded on the gem of Shenzhen Stock Exchange. 9. Amount and purpose of raised funds
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The total amount of funds raised in this issuance shall not exceed RMB 529999800 (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
10. Validity of resolution
Review result: 3 votes in favor; No negative vote; There were no abstentions.
The validity period of the resolution of this issuance is 12 months from the date when the company’s general meeting of shareholders deliberates and adopts the relevant proposal of this issuance.
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 related party transactions involved in the company’s issuance of shares to specific objects this time
Review result: 3 votes in favor; No negative vote; There were no abstentions.
According to the company’s plan for issuing shares to specific objects (Revised Draft), the issuing object of this issuance is Jucheng intelligence. Before the announcement of the plan for issuing shares to specific objects (Revised Draft), Jucheng intelligence did not directly or indirectly hold shares of the company. After the implementation of the overall plan for the change of control of the company, including this issuance, the controlling shareholder of the company will be changed from no controlling shareholder to Jucheng intelligence, and the actual controller will be changed from no actual controller to Huang Daping. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Jucheng intelligence is the related party of the company. Therefore, the company’s issuance of shares to specific objects involves related party transactions.
For details, see the announcement on related party transactions involved in the issuance of shares by the company to specific objects (Revised) (Announcement No.: 2022-027) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on the company’s stock issuance plan (Revised Draft) to specific objects
Review result: 3 votes in favor; No negative vote; There were no abstentions.
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the actual situation of the company, the company has prepared the plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022 (Revised Draft).
For details, please refer to the plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022 (Revised Draft) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day. This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberated and passed the proposal on the demonstration and analysis report (Revised Draft) of the company’s stock issuance scheme to specific objects
Review result: 3 votes in favor; No negative vote; There were no abstentions.
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the actual situation of the company, the company has prepared the demonstration and analysis report on the stock issuance scheme of Changzhou Tiansheng New Materials Co.Ltd(300169) gem to specific objects (Revised Draft).
For details, please refer to the demonstration and analysis report (Revised Version) on the issuance plan of shares issued by the Changzhou Tiansheng New Materials Co.Ltd(300169) gem to specific objects disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VI) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects (Revised Draft)
Review result: 3 votes in favor; No negative vote; There were no abstentions.
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the actual situation of the company, the company has prepared the feasibility analysis report on the use of funds raised by issuing shares to specific objects (Revised Draft).
For details, see the feasibility analysis report on the use of Changzhou Tiansheng New Materials Co.Ltd(300169) shares issued to specific objects to raise funds (Revised Draft) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VII) deliberated and passed the proposal that the company does not need to prepare the report on the use of the funds raised in the previous time when issuing shares to specific objects this time
Review result: 3 votes in favor; No negative vote; There were no abstentions.
In view of the fact that the company has not raised funds through allotment of shares, additional issuance and issuance of convertible corporate bonds in the last five fiscal years, in accordance with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi (2007) No. 500) of the CSRC, The company does not need to prepare a report on the use of the funds raised in the previous time, nor does it need to hire an accounting firm with securities and futures related business qualifications to issue an assurance report on the use of the funds raised in the previous time.
For details, please refer to the instructions on the unnecessary preparation of the report on the use of the previously raised funds (Announcement No.: 2022-030) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VIII) deliberated and passed the proposal on signing a conditional and effective share subscription agreement between the company and Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone
Review result: 3 votes in favor; No negative vote; There were no abstentions.
According to the company’s stock issuance plan (Revised Version) to specific objects, the issuance object of this issuance is Jucheng intelligence. The company and Jucheng intelligence signed the subscription agreement for issuing shares to specific objects with conditional effect, which agreed on the subscription price, pricing principle, subscription method, subscription quantity, payment method and period of subscription price, lock-in period of subscribed shares, effective conditions and time of the agreement, rights and obligations of both parties, confidentiality terms, liability for breach of contract and other important contents.
For details, please refer to the suggestive announcement on the signing of conditional and effective share subscription agreement between the company and specific objects and the proposed change of the controlling shareholder and actual controller of the company (Announcement No.: 2022-025) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IX) deliberated and passed the proposal on diluting the immediate return, filling measures and commitments of relevant subjects of the company’s issuance of shares to specific objects this time
Review result: 3 votes in favor; No negative vote; There were no abstentions.
In order to implement the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, According to the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC)
