Securities code: 300775 securities abbreviation: Xi’An Triangle Defense Co.Ltd(300775) Announcement No.: 2022-011 bond Code: 123114 bond abbreviation: triangular convertible bond
Xi’An Triangle Defense Co.Ltd(300775)
Announcement of resolutions of the 18th meeting of the second 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
Xi’An Triangle Defense Co.Ltd(300775) (hereinafter referred to as ” Xi’An Triangle Defense Co.Ltd(300775) ” or “the company”) sent the notice of convening the 18th meeting of the second board of supervisors to all supervisors by e-mail and fax on February 16, 2022. The meeting was held in the company’s conference room on February 21, 2022 in the form of on-site combined communication. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The meeting was presided over by Mr. Tian Tingming, chairman of the board of supervisors.
The convening, convening and voting procedures of this meeting comply with the provisions of the company law of the people’s Republic of China and other laws and regulations, normative documents and the articles of association.
2、 Deliberation at the meeting of the board of supervisors (I) the proposal on the company meeting the conditions for issuing shares to specific objects and listing on the gem was deliberated and adopted
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, the board of supervisors believes that: in accordance with the relevant provisions of laws, regulations and regulatory documents such as 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 and registration of companies listed on the gem (for Trial Implementation), and the detailed rules for the implementation of non-public offering of shares by listed companies, and in combination with the actual situation of the company, Compared with the requirements of relevant qualifications and conditions for GEM listed companies to issue shares to specific objects, it is considered that the company meets the conditions for GEM listed companies to issue shares to specific objects. (II) the proposal on the company’s plan of issuing shares to specific objects and listing on the gem was deliberated and adopted item by item
The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, according to 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 and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the company plans to issue shares to specific objects, The board of supervisors of the company reviewed and approved the contents of the stock issuance plan to specific objects one by one:
1. Type and par value of issued shares
The shares issued to specific objects this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
2. Issuing method and time
This offering is to be issued to specific objects. The company will issue shares to specific objects at an appropriate time within the specified period of validity after passing the review of Shenzhen Stock Exchange and obtaining the documents approved by the CSRC for registration.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
3. Issuing object and subscription method
The objects of this issuance of shares to specific objects are no more than 35 specific investors who meet the requirements of the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors, and other legal persons Natural persons or other qualified investors. Among them, 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.
The subscription object of this issuance of shares to specific objects has not been determined. The final issuance object shall be authorized by the general meeting of shareholders. After the company’s issuance is approved and registered by the CSRC, the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange and the conditions specified in the issuance plan. All issuers subscribe for the shares issued to specific objects at the same price and subscribe in cash. If the national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
4. Pricing base date, issue price and pricing principle
(1) Pricing base date
The pricing benchmark date of this issuance is the first day of the issuance period.
(2) Issue price
The issue price shall not be lower than 80% of the average price of the company’s shares on the 20 trading days before the pricing benchmark date. Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price 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’s issuance is approved and registered by the CSRC.
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 issuance base price will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P1A = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: 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.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
5. Number of issues
The total amount of funds raised in this offering shall not exceed 3127.24 million yuan (inclusive), and the number of shares issued shall be determined according to the total amount of funds raised divided by the issue price. At the same time, the number of shares issued this time shall not exceed 148.6565 million shares (inclusive), which shall not exceed 30% of the total share capital of the company before this offering. Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange and the actual subscription.
If the company has ex rights and ex interest matters such as share distribution, repurchase and conversion of capital reserve into share capital between the announcement date of the resolution of the board of directors on issuing shares to specific objects and the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly. The adjustment formula is:
Q1=Q0 × （1+n）
Where: Q0 is the upper limit of the number of shares issued this time before adjustment; N is the ratio of share bonus per share, capital reserve converted into share capital (i.e. the number of shares increased after share bonus and conversion) or the number of share capital repurchased per share (negative value); Q1 is the adjusted upper limit of the number of shares issued this time.
The final number of shares issued shall be subject to the number of shares registered and issued by the CSRC.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
6. Investment direction of raised funds
The total amount of funds raised from the issuance of shares to specific objects does not exceed 3127.24 million yuan. After deducting the issuance expenses, it is proposed to use them all for the following projects:
Unit: 10000 yuan
No. project name total investment amount raised fund amount
1. Aviation Precision Die Forging Industry deepening and upgrading project 32541.27 29891.46
2 aeroengine blade precision forging project 52646.02 48868.56
3 Aviation Digital Integration Center project 70716.38 65871.33
4 Aerospace rocket body structure intelligent manufacturing project 83655.02 79128.09
5 advanced aviation parts intelligent interconnection manufacturing base project 128043.99 28964.56
6 supplementary working capital 60000.00 60000.00
Total 427602.68 312724.00
Before the funds raised in this offering are in place, the company can invest in advance with self raised funds according to the actual situation of the implementation progress of the investment project with raised funds, and replace them after the raised funds are in place. After the funds raised in this offering are in place, if the actual net amount of funds raised is less than the total amount of funds required to be invested in the above-mentioned investment projects with raised funds, the company will adjust and finally determine the specific investment composition and priority of each part of the projects with raised funds according to the actual net amount of funds raised. The insufficient part of raised funds shall be solved by the company with its own funds or through other financing methods.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
7. Restricted period
The shares subscribed by the issuing object of this issuance shall not be transferred within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the end of this offering, the shares of the company increased by the issuing object due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period. After the end of the restricted sale period, the reduction of the issued shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
8. Place of listing
The shares issued to specific objects will be listed on the gem of Shenzhen Stock Exchange.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
9. Arrangement of accumulated undistributed profits before this offering
After the issuance of shares to specific objects is completed, the new and old shareholders of the company will jointly share the accumulated undistributed profits before the issuance of shares to specific objects according to the shareholding ratio after the issuance.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
10. Term of validity of the resolution on this issue
The validity period of the resolution on the issuance of shares to specific objects is 12 months from the date when the general meeting of shareholders of the company deliberates and approves the relevant proposal on the issuance of shares to specific objects. If the national laws and regulations have new provisions on the issuance of shares to specific objects, the company will adjust the issuance according to the new provisions.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. (III) deliberated and passed the proposal on the company’s plan for issuing shares to specific objects and listing on the gem
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, the board of supervisors held that: the company, 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 registration of companies listed on the gem (for Trial Implementation), the standards for the content and format of information disclosure of companies publicly issuing securities No. 25 – stock issuance plan and issuance report of listed companies to specific objects and other laws According to the relevant provisions of laws and regulations and normative documents, the plan for issuing shares to specific objects and listing on the gem has been prepared. (IV) deliberated and passed the proposal on the demonstration and analysis report of the company on issuing shares to specific objects and listing on the gem
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, the board of supervisors believes that the “demonstration and analysis report on specific target stocks and listing on the gem” has been formulated in accordance with the relevant provisions of laws, regulations and normative documents such as 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 and registration of companies listed on the gem (for Trial Implementation). (V) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, the board of supervisors believes that the company has drafted the feasibility analysis report on the use of funds raised by issuing shares to specific objects 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 and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents. (VI) deliberated and passed the proposal on the special report on the use of the company’s previously raised funds
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, the board of supervisors believes that according to the relevant 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 report on the use of the previously raised funds (as of September 30, 2021) was prepared for the use of the previously raised funds, Dahua Certified Public Accountants (special general partnership) was hired to conduct special audit, and the assurance report on the use of the Xi’An Triangle Defense Co.Ltd(300775) previously raised funds (dahuahezi [2022] No. 000604) was issued. (VII) deliberated and passed the proposal on risk tips and filling measures and commitments of relevant subjects for the company to issue shares to specific objects to dilute the immediate return
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. The proposal has been passed and needs to be submitted to the general meeting of shareholders of the company for deliberation.
After examination, the board of supervisors held that: according to several opinions of the State Council on further promoting the healthy development of the capital market (GF)[
