Securities code: 002986 securities abbreviation: Hunan Yussen Energy Technology Co.Ltd(002986) Announcement No.: 2022-018 Hunan Yussen Energy Technology Co.Ltd(002986)
Announcement on the resolution of the second meeting of the third 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.
1、 Meetings held
Hunan Yussen Energy Technology Co.Ltd(002986) (hereinafter referred to as "the company") the notice of the second meeting of the third board of directors was delivered by e-mail on February 17, 2022, and the meeting was held by fax on February 21, 2022. There were 7 directors who should vote and 7 directors who actually voted at the meeting. The number of attendees, convening procedures and discussion contents of the meeting comply with the provisions of relevant laws, regulations and the articles of association.
2、 Deliberations of the meeting
After careful discussion and voting, the directors attending the meeting deliberated and passed the following proposals:
1. Deliberated and passed the proposal on the company's compliance with the conditions for non-public development of A-share shares
In order to meet the capital demand of the company's rapid development and reduce the asset liability ratio, the company plans to issue A-Shares in a non-public manner. 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 and other relevant laws, regulations and normative documents, and in comparison with the actual situation of the company, the company meets the conditions for non-public issuance of a shares.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
2. Deliberated and passed the proposal on the company's non-public development of a shares
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 of listed companies and other relevant laws, regulations and normative documents, as well as the actual situation of the company, the company has formulated a plan for non-public issuance of A-Shares (hereinafter referred to as "this issuance"), as follows:
2.01 type and par value of shares issued
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB per share
Voting results: 7 in favor, 0 against and 0 abstention.
2.02 issuing method and time
This offering adopts the method of issuing shares to specific objects, and chooses an appropriate time to issue within the validity period of the approval documents of the CSRC. If there are new provisions in national laws and regulations, the company will adjust according to the new provisions.
Voting results: 7 in favor, 0 against and 0 abstention.
2.03 issuing object and subscription method
The issuing objects of this issuance are no more than 35 (including 35) specific objects, including domestic securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors (including the self operated accounts or managed investment product accounts of the above investors) that meet the conditions specified in laws and regulations Other domestic legal person investors and natural persons or other qualified investors. 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 and investment company is the issuing object, it can only subscribe with its own funds.
After the company has obtained the approval document of the CSRC on this issuance, the final issuing object will be determined by the board of directors within the scope of authorization of the general meeting of shareholders, in accordance with the provisions of the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations, according to the application and quotation of the issuing object and the principle of price priority. If relevant laws, regulations and normative documents have new provisions on the issuing objects of non-public offering of shares, the company will adjust them according to the new provisions.
All issuers subscribe for the shares issued this time in cash.
Voting results: 7 in favor, 0 against and 0 abstention.
2.04 pricing base date and issue price
The pricing benchmark date of this issuance is the first day of the issuance period of this issuance. The issuing price of the issued shares shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (excluding the pricing base date), and shall not be lower than the amount of net assets per share attributable to the common shareholders of the parent company audited in the latest period. 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 specific issue price will be determined by the board of directors of the issuer in accordance with the authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, according to the subscription quotation of the issuing object and the principle of price priority, but not lower than the above-mentioned issue reserve price.
If the company has ex rights and ex interests matters such as dividend distribution, bonus shares or conversion of share capital from the pricing benchmark date of this issuance to the issuance date, the lower limit of this issuance price will be adjusted accordingly.
Voting results: 7 in favor, 0 against and 0 abstention.
2.05 number of issues
The number of shares issued this time = the total amount of funds raised ÷ the issue price. At the same time, according to the provisions of the CSRC's Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version), the number of shares issued this time shall not exceed 30% of the company's total share capital before issuance, and shall be subject to the approval document of the CSRC on this issuance.
If calculated according to the current share capital, the total number of shares issued this time shall not exceed 47602800. If the company's shares are distributed from the announcement date of the resolution of the board of directors to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company is changed before the issuance due to other reasons, the upper limit of the number of shares issued this time will be adjusted accordingly.
The final number of shares to be issued shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the market-oriented inquiry at the time of issuance according to the authorization of the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
2.06 scale and purpose of raised funds
The total amount of funds raised in this issuance (including issuance expenses) shall not exceed 300 million yuan (including this amount). The net amount of funds raised after deducting issuance expenses is intended to be used for the following projects:
No. project name total investment of the project to be invested in raised funds
(10000 yuan) (10000 yuan)
1 light hydrocarbon comprehensive utilization project phase I 338357.00 270000.00
2. Supplementary working capital 30000.00
Total 368357.00 300000.00
Before the funds raised in this offering are in place, the company will invest the self raised funds first according to the needs of the investment projects with the raised funds, and replace them according to the relevant procedures after the raised funds are in place.
At the same time, without changing the investment projects of the raised funds, the board of directors of the company may appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual situation of the investment projects of the raised funds. If the actual amount of raised funds (after deducting the issuance expenses) is less than the amount to be invested with raised funds for the above projects, the insufficient part will be solved by self raised funds.
Voting results: 7 in favor, 0 against and 0 abstention.
2.07 restricted period
According to the detailed rules for the implementation of non public offering of shares by listed companies and other relevant laws and regulations, after the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance. If the relevant regulatory authorities have other requirements on the restricted sale period of the shares subscribed by the issuing object and the transfer of shares at maturity, their provisions shall prevail. The shares acquired by the issuing object due to the company's distribution of stock dividends, conversion of capital reserve and other forms of derivative shares 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 Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
2.08 place of listing
The shares issued this time will be listed and traded on the main board of Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
2.09 ownership of accumulated undistributed profits before the issuance
The accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company after the issuance according to the proportion of shares after the issuance.
Voting results: 7 in favor, 0 against and 0 abstention.
2.10 validity period of issuance resolution
The resolution of this issuance shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. If national laws and regulations have new provisions on non-public offering of shares, the company will adjust in accordance with the new provisions.
The relevant matters of this proposal shall be submitted to the general meeting of shareholders of the company for deliberation item by item, and shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting, and shall not be implemented until approved by the China Securities Regulatory Commission. Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
3. Deliberated and passed the proposal on the company's plan for non-public development of A-Shares in 2022
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed Hunan Yussen Energy Technology Co.Ltd(002986) 2022 A-share stock plan of non-public development banks.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
4. Deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed the feasibility analysis report on the use of funds raised by non-public development banks' A-share shares in Hunan Yussen Energy Technology Co.Ltd(002986) 2022.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
5. Deliberated and passed the proposal on diluting the immediate return of non-public development banks' shares, taking filling measures and commitments of relevant subjects
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）The announcement of Hunan Yussen Energy Technology Co.Ltd(002986) on diluting the immediate return of shares of non-public development banks and taking filling measures and commitments of relevant subjects disclosed
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
6. Deliberated and passed the proposal on the report on the use of the company's previously raised funds
Passed the report on the use of Hunan Yussen Energy Technology Co.Ltd(002986) previously raised funds prepared by the board of directors of the company and the verification report on the use of Hunan Yussen Energy Technology Co.Ltd(002986) previously raised funds issued by Tianjian Certified Public Accountants (special general partnership) (Tianjian Shen [2022] No. 2-4). See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）Disclosed report on the use of Hunan Yussen Energy Technology Co.Ltd(002986) previously raised funds and assurance report on the use of Hunan Yussen Energy Technology Co.Ltd(002986) previously raised funds issued by Tianjian Certified Public Accountants (special general partnership).
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
7. Deliberated and passed the proposal on the company's shareholder return plan for the next three years (2022-2024)
See the company's website at cninfo.com for details（ http://www.cn.info.com.cn. ）The shareholders' return plan for the next three years (2022-2024) of Hunan Yussen Energy Technology Co.Ltd(002986) disclosed.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal.
8. Deliberated and passed the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of shares
According to the arrangement of the company's non-public offering of shares, in order to complete the non-public offering of shares efficiently and orderly, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and other laws and regulations as well as the relevant provisions of the articles of association, The board of directors of the company plans to request the general meeting of shareholders of the company to authorize the board of directors to handle all matters related to the non-public offering of shares within the scope of relevant laws and regulations, including but not limited to:
(1) Within the scope permitted by laws, regulations, relevant provisions of China Securities Regulatory Commission and the articles of association, in accordance with the requirements of the regulatory authorities and in combination with the actual situation of the company, before the issuance
