Securities code: 002475 securities abbreviation: Luxshare Precision Industry Co.Ltd(002475) Announcement No.: 2022-006 bond Code: 128136 bond abbreviation: instant convertible bond
Luxshare Precision Industry Co.Ltd(002475)
Announcement of resolutions of the 7th Meeting of the 5th 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.
The seventh meeting of the Fifth Board of directors of Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as ” Luxshare Precision Industry Co.Ltd(002475) ” or “the company”) was notified by e-mail or telephone on February 18, 2022, and was held in the conference room on the fourth floor of the company’s complex building, No. 313, Beihuan Road, Qingxi Town, Dongguan City, Guangdong Province on February 21, 2022. Seven directors should have attended the meeting, and seven directors actually attended the meeting. Some supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was in line with the provisions of the company law and the articles of association. The meeting was presided over by Chairman Wang Laichun. The meeting considered the following matters listed in the meeting notice and adopted the following resolutions:
1、 Deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of shares
The directors attending the meeting agreed to pass the proposal on the company’s compliance with the conditions for non-public development of shares.
In accordance with the relevant provisions of 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 (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other laws, regulations and normative documents, the board of directors of the company carefully compared with the relevant requirements of non-public offering of shares by listed companies, The company has carried out self-examination on the actual operation and related matters of the company item by item, and believes that the company meets the current relevant provisions on non-public offering of shares and has the qualifications and conditions for non-public offering of shares.
Voting results: seven votes in favor, none against and no abstention.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s non-public offering of shares was deliberated and adopted one by one
The directors attending the meeting deliberated and passed the proposal on the company’s non-public development of shares one by one.
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 (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other laws, regulations and normative documents, the board of directors of the company has formulated the non-public offering plan, Seven directors present at the meeting voted on the following matters one by one:
1. Type and par value of issued shares
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: seven votes in favor, none against and no abstention.
2. Issuing method and time
This offering adopts the method of non-public offering to specific objects. The company will choose the opportunity to issue shares to specific objects within the validity period of the approval approved by the CSRC.
Voting results: seven votes in favor, none against and no abstention.
3. Issuing object and subscription method
The objects of this non-public offering of the company are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with laws and regulations that meet the requirements of the CSRC. 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; As the issuing object, trust companies can only subscribe with their own funds.
After the issuance application is approved by the CSRC, the final issuance object will be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the inquiry results within the scope of authorization of the general meeting of shareholders and in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents. All issuers subscribe for the shares of this non-public offering in cash.
Voting results: seven votes in favor, none against and no abstention.
4. Issue price and pricing principle
The pricing benchmark date of the company’s non-public offering of shares is the first day of the issuance period, and the issuance 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).
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the issuance price shall be adjusted accordingly. The adjustment formula is as follows:
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).
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 P1 is the issue price after adjustment.
The final issue price of this non-public offering will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results and the authorization of the general meeting of shareholders of the company in accordance with relevant regulations after the company obtains the approval of the CSRC on this non-public offering.
Voting results: seven votes in favor, none against and no abstention.
5. Number of issues
The number of shares in this non-public offering is the total amount of raised funds divided by the offering price, and does not exceed 30% of the total share capital of the company before this offering, that is, it does not exceed 2123110448 (including this number). If the total share capital of the company changes before this non-public offering, the issuance ceiling shall be adjusted accordingly according to the total share capital of the company at that time.
The final number of shares issued in this non-public offering shall be determined by the authorized board of directors through consultation with the sponsor according to the actual subscription according to the approval of the CSRC. If the total share capital of the company changes before this offering due to share distribution, conversion of capital reserve to share capital or other reasons from the pricing benchmark date to the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
Voting results: seven votes in favor, none against and no abstention.
6. Scale and purpose of raised funds
The total amount of funds to be raised in this non-public offering does not exceed 1.35 billion yuan. The net amount of funds raised after deducting the issuance expenses is intended to be invested in the following projects:
Unit: 10000 yuan
Project name total amount of proposed investment amount of proposed raised capital
1. Intelligent wearable device product line construction and technology upgrading project 350000.00 350000.00
2. Construction project of intelligent mobile terminal precision parts and components production line 270000.00 270000.00
3. Construction project of high voltage connection system production line for new energy vehicles 150000.00 150000.00
4. Semiconductor advanced packaging and test product production line construction project 95000.00 95000.00
5. Construction project of intelligent mobile terminal display module product production line 205000.00 80000.00
6. Intelligent vehicle connection system product production line construction project 50000.00 50000.00
7. Supplementary working capital 355000.00 355000.00
Total 147500.00 1350000.00
Before the raised funds are in place, the company will invest in advance through self raised funds according to the actual situation of the implementation progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the amount of the raised funds after deducting the issuance expenses is less than the amount to be invested by the raised funds of the above projects, the insufficient part of the raised funds shall be solved by the company with self raised funds. On the premise of not changing the investment project of the raised funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project.
If the total amount of funds raised in this non-public offering is adjusted due to changes in regulatory policies or the requirements of the issuance registration documents, it will be adjusted accordingly at that time.
Voting results: seven votes in favor, none against and no abstention.
7. Restricted period of issued shares
After the completion of this non-public offering, the shares of the company subscribed by the issuing object shall not be transferred within 6 months from the end of this non-public offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
From the end of this non-public offering to the date of lifting the restrictions on the sale of shares, the shares derived from the shares of the company subscribed by the issuing object due to bonus shares and the conversion of capital reserve into share capital shall also comply with the above restrictions on the sale of shares.
Voting results: seven votes in favor, none against and no abstention.
8. Accumulated profit arrangement before this offering
The accumulated undistributed profits of the company before the completion of this non-public offering shall be shared by all shareholders after the completion of this offering according to their shareholding ratio.
Voting results: seven votes in favor, none against and no abstention.
9. Listing location
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange after the expiration of the sales restriction period.
Voting results: seven votes in favor, none against and no abstention.
10. The validity period of this non-public offering resolution
The validity period of this issuance resolution is within 12 months from the date when the proposal related to this non-public offering of shares is considered and approved by the general meeting of shareholders of the company.
Voting results: seven votes in favor, none against and no abstention.
The independent directors of the company expressed their prior approval opinions and independent opinions on the above proposals one by one. The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
After the non-public offering plan is deliberated and approved by the general meeting of shareholders of the company, it can be implemented only after being approved by the CSRC, and the plan approved by the CSRC shall prevail.
3、 Deliberated and passed the proposal on the company’s non-public stock development plan
The directors attending the meeting agreed to pass the proposal on the company’s plan for non-public development of shares.
According to 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 of listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), and In accordance with the relevant provisions of laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – non-public offering plan and issuance report of listed companies, and in combination with the specific situation of the company, the 2022 non-public offering plan has been prepared. For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
Voting results: seven votes in favor, none against and no abstention.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation and reported to the CSRC for approval before the issuance can be implemented, and the scheme approved by the CSRC shall prevail.
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company was reviewed and passed. The directors attending the meeting agreed to pass the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company.
The company has prepared the feasibility analysis report on the use of funds raised by non-public development banks in 2022 in accordance with relevant laws, regulations and normative documents. The use plan of funds raised by non-public offering complies with relevant policies, laws and regulations, as well as the overall strategic development plan of the company in the future, which is conducive to meeting the capital needs of the company’s business development, Improving the company’s financial structure, improving the company’s core competitiveness and promoting the sustainable development of the company are in the interests of the company and all shareholders. For details, please refer to cninfo.com, the company’s designated information disclosure website（ http://www.cn.info.com.cn. ）。
Voting results: seven votes in favor, none against and no abstention.
The independent directors of the company have expressed their prior approval opinions and independent opinions on this proposal. The above proposals need to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the special report on the use of the company’s previously raised funds was deliberated and adopted
The directors attending the meeting agreed to pass the proposal on the special report on the use of the company’s previously raised funds.
In accordance with the measures for the administration of securities issuance of listed companies (revised in 2020) and the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the CSRC and other laws and regulations, the company has prepared the report on the use of the previously raised funds as of December 31, 2021, The report has been verified by Lixin Certified Public Accountants (special general partnership) and an assurance report has been issued. See the company for details
