Securities code: 002782 securities abbreviation: Shenzhen Click Technology Co.Ltd(002782) Announcement No.: 2022-005 Shenzhen Click Technology Co.Ltd(002782)
Announcement of resolutions of the 11th meeting of the 4th 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 of the board of directors
The 11th meeting of the 4th board of directors of Shenzhen Click Technology Co.Ltd(002782) (hereinafter referred to as "the company") was held in the company's conference room on February 22, 2022, and the meeting notice was sent by e-mail or personal delivery on February 17, 2022. The meeting was convened and presided over by Mr. Xiao Keng, chairman of the company. There were 7 directors who should be present and 7 actual directors. Among them, Mr. Chen Wei, an independent director, attended the meeting by means of communication due to his business trip abroad. The number of attendees, convening, convening procedures and discussion contents of this meeting comply with the provisions of the company law of the people's Republic of China (hereinafter referred to as the company law) and other relevant laws and regulations and the Shenzhen Click Technology Co.Ltd(002782) articles of Association (hereinafter referred to as the articles of association).
The independent directors of the company expressed independent opinions on the matters involved in the meeting. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Independent opinions of Shenzhen Click Technology Co.Ltd(002782) independent directors on relevant matters of the 11th meeting of the Fourth Board of directors disclosed.
2、 Deliberations of the board meeting
（1） Deliberated and passed the proposal on the company's compliance with the conditions for non-public development of A-share shares
In accordance with 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, the board of directors of the company has checked the actual situation of the company item by item and considered that the company complies with the current laws The regulations and normative documents on the non-public offering of A-Shares by listed companies meet the conditions and qualifications for non-public offering of a shares, and agree that the company will non publicly issue A-Shares to specific objects (hereinafter referred to as "this offering" or "this non-public offering").
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
The independent directors of the company express their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（2） The proposal on the company's non-public development of A-share scheme was deliberated and adopted one by one
1. Type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
2. Issuing method and time
This issuance of shares adopts the method of non-public issuance of shares to specific objects. After this issuance is approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), an appropriate time shall be selected to issue shares to specific objects within the validity period of the approval document.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
3. Issuing object and subscription method
The objects of this offering are no more than 35 specific objects that meet the conditions stipulated by the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors that meet the provisions of laws and regulations. If a securities investment fund management company subscribes to more than two funds under its management, it shall be regarded as one issuing object; As the issuing object, trust and investment companies can only subscribe with their own funds.
After the issuance is approved by the CSRC, the final issuing object will be determined by the board of directors of the company and the sponsor (lead underwriter) in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents, according to the subscription and quotation of the issuing object and the principle of price priority.
If relevant laws, administrative regulations, departmental rules or normative documents have the latest provisions or regulatory opinions on the issuing objects and the number of issuing objects of non-public offering of shares, the company will make corresponding adjustments according to the latest provisions or regulatory opinions after performing the necessary decision-making procedures.
All issuers subscribe for the shares of this non-public offering in cash and at the same price.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
4. Number of issues
The number of shares in this non-public offering is calculated by dividing the total amount of funds raised in this offering by the issue price. The number of shares in this non-public offering does not exceed 10% of the total share capital of the company before the issuance. Calculated according to the total share capital of the company on December 31, 2021, the number of shares in this non-public offering does not exceed 47683122 (including this number). If the company's total share capital changes due to ex rights matters such as share distribution, conversion of capital reserve to share capital, or equity incentive, share repurchase and cancellation between the announcement date of the resolution of the board of directors considering the non-public offering and the issuance date, the upper limit of the number of shares in the non-public offering will be adjusted accordingly.
Within the above scope, the board of directors of the company shall negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the subscription quotation of the issuing object at the time of issuance after the issuance is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
5. Issue price and pricing principle
The pricing benchmark date of this offering is the first day of the offering period. The issuing price of this offering shall not be less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date ÷ total trading volume of A-Shares 20 trading days before the pricing benchmark date).
If the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, or equity incentive, stock repurchase and cancellation between the pricing benchmark date and the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The final issue price shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issue according to the subscription quotation of the issuing object in accordance with the relevant provisions of the CSRC after the issuance is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
If relevant laws, administrative regulations, departmental rules or normative documents have new provisions on the issue pricing base date and issue price of non-public offering shares, the company will make corresponding adjustments according to the latest provisions or regulatory opinions after performing the necessary decision-making procedures.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
6. Restricted period
After the completion of this non-public offering, the shares subscribed by specific objects shall not be transferred within 6 months from the date of the end of this offering. If relevant laws, administrative regulations, departmental rules or normative documents have new provisions on the restricted period of non-public offering of shares, the company will make corresponding adjustments according to the latest provisions or regulatory opinions after performing the necessary decision-making procedures.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
7. Total amount and purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 368687200 yuan (including this amount). After deducting the issuance expenses, it is planned to be used for the following projects:
Unit: 10000 yuan
No. project name total project investment proposed to use raised funds
1 Anhui photovoltaic energy storage magnetic element intelligent manufacturing project 24137.05 22098.67
2 Huizhou charging pile magnetic component intelligent manufacturing project 15306.04 14770.04
Total 39443.10 36868.72
Before the raised funds are in place, the company can use the self raised funds to invest in the raised funds projects in advance according to the operating conditions and business planning. After the raised funds are in place, the early investment will be replaced with the raised funds. If the actual net amount of raised funds is less than the total amount of funds required to be invested in the above-mentioned investment projects with raised funds, the general meeting of shareholders of the company will authorize the board of directors to adjust and finally decide the specific investment amount of raised funds according to the actual net amount of raised funds and the priorities of the projects. The insufficient part of raised funds shall be solved by the company with its own funds or through other financing methods.
Within the scope of the above-mentioned projects invested with raised funds, the board of directors of the company may appropriately adjust the amount of raised funds invested in the above-mentioned projects according to the actual needs of the project and the procedures specified in relevant laws and regulations.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
8. Distribution of accumulated profits before this non-public offering
After the issuance, in order to take into account the interests of new and old shareholders, the accumulated undistributed profits before the issuance will be shared by the new and old shareholders after the issuance.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
9. Place of listing
The shares issued this time will be listed and traded in Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
10. Validity of the resolution
The validity period of the resolution on this issuance is 12 months from the date when the proposal on this non-public offering of shares is deliberated and approved by the general meeting of shareholders of the company.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
The independent directors of the company express their independent opinions on this proposal.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation item by item and approved by the CSRC before implementation. （3） The proposal on the plan for non-public development of A-Shares in 2022 was considered and adopted
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other current laws, regulations and normative documents, the company has formulated the plan for non-public offering of A-Shares in Shenzhen Click Technology Co.Ltd(002782) 2022.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed Shenzhen Click Technology Co.Ltd(002782) 2022 non-public Development Bank A-share stock plan.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
The independent directors of the company express their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（4） Deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by non-public development banks
According to the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other current laws, regulations and normative documents, the company has formulated the feasibility analysis report on the use of funds raised by Shenzhen Click Technology Co.Ltd(002782) non-public offering of shares.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed the feasibility analysis report on the use of funds raised by non-public development banks in Shenzhen Click Technology Co.Ltd(002782) 2022.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
The independent directors of the company express their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（5） The proposal on diluting the immediate return of A-Shares of non-public development banks and the company's filling measures and commitments of relevant subjects was deliberated and adopted
In accordance with 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), the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions, in order to protect the legitimate rights and interests of small and medium-sized investors, The company analyzed the diluted immediate return on the non-public offering of shares and put forward specific measures to fill the return. The controlling shareholders, actual controllers, all directors and senior managers of the company made corresponding commitments to the practical implementation of the company's measures to fill the return.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The Shenzhen Click Technology Co.Ltd(002782) announcement on the diluted immediate return of A-share shares of non-public development banks, the filling measures taken by the company and the commitments of relevant subjects disclosed.
Voting results: 7 in favor, 0 abstention and 0 against; Adopted by vote.
The independent directors of the company express their independent opinions on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（6） The proposal on the company's dividend return plan for shareholders in the next three years (2022-2024) was reviewed and approved
In order to improve and perfect the company's scientific, sustainable and stable dividend decision-making and supervision mechanism, protect the legitimate rights and interests of investors and increase the transparency and sustainability of profit distribution policies, the company, in accordance with the company law and the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) The guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (announcement [2022] No. 3 of China Securities Regulatory Commission) and the relevant provisions of the articles of association are listed in
