Securities code: 688368 securities abbreviation: Shanghai Bright Power Semiconductor Co.Ltd(688368) Announcement No.: 2022-014 Shanghai Bright Power Semiconductor Co.Ltd(688368)
Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
According to the provisions of relevant laws, regulations, normative documents such as the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange and the articles of association, Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as the “company”) held the 21st Meeting of the second board of directors on February 23, 2022, The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 through simple procedures was reviewed and approved. It is agreed that the company will issue shares to specific objects and handle relevant matters in 2022 through simple procedures after the above proposal is considered and approved by the general meeting of shareholders in 2021 until the date of the annual general meeting of shareholders in 2022. The details are as follows:
1、 Specific content
(I) types and quantity of securities issued this time
The total amount of funds raised from this issuance of shares shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year. 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. The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue.
(II) issuing method, issuing object and placement arrangement to original shareholders
The issuance of shares adopts the method of non-public issuance to specific objects through simple procedures, and the issuance objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line with the provisions of the regulatory authorities. 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 company is the issuing object, it can only subscribe with its own funds. The final issuing object will be subscribed by the company in cash according to the subscription quotation.
(III) pricing method or price range
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the calculation formula is: the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
Shares issued to specific objects shall not be transferred within six months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of registration, the shares subscribed for by it shall not be transferred within 18 months from the date of completion of the issuance.
(IV) purpose of raised funds
The company plans to use the raised funds for the construction of projects related to the company’s main business and supplement working capital. The proportion used to supplement working capital shall comply with the relevant provisions of the regulatory authorities. Meanwhile, the use of raised funds shall comply with the following provisions:
① It should invest in business in the field of scientific and technological innovation
② Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; ③ After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
(V) the period of validity of the resolution;
Valid from the date of adoption of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. (VI) accumulated profit arrangement before issuance
After the issuance of shares, the accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
(VII) place of listing
2、 Authorization of the board of directors to handle specific matters of this issuance
(I) confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures
The general meeting of shareholders is requested to authorize the board of directors to conduct self-examination and demonstration on the actual situation and relevant matters of 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 and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws, regulations, normative documents and the articles of association, And confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures.
(II) other authorized matters
Authorize the board of directors to fully handle all matters related to this offering within the scope of compliance with this proposal, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, including but not limited to:
(1) The board of directors is authorized to determine and implement the specific scheme of issuing shares to specific objects through simple procedures, including but not limited to the issuance timing, issuance quantity, issuance price, issuance object, specific subscription method, and other measures, on the premise of confirming that the company meets the conditions for this issuance of shares in accordance with national laws and regulations, relevant provisions of the securities regulatory authorities and resolutions of the general meeting of shareholders Subscription proportion; Pass the prospectus and other relevant documents related to this offering;
(2) Authorize the board of directors to handle the reporting of this issuance, including but not limited to making, modifying, signing, reporting, supplementary submission, executing and announcing the relevant reporting documents and other legal documents of this issuance, as well as responding to the feedback of the CSRC, Shanghai Stock Exchange and other relevant regulatory authorities according to the requirements of the regulatory authorities;
(3) Authorize the board of directors to sign, modify, supplement, submit, report and execute all agreements and application documents related to the issuance, handle relevant application, approval, registration, filing and other procedures, and sign major contracts and important documents in the implementation of the investment project of the raised funds;
(4) According to the regulations and requirements of the regulatory authorities, make appropriate amendments and adjustments to the issuance terms, issuance plan, amount of raised funds, application plan and other relevant contents of this issuance;
(5) After the completion of this issuance, according to the implementation results of this issuance, authorize the board of directors to modify the relevant provisions in the articles of association on the registered capital and the number of share capital of the company, and authorize the board of directors and its designated personnel to handle the industrial and commercial change registration;
(6) After the completion of this issuance, handle the registration, locking and listing of the shares issued this time in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd;
(7) Before this offering, if the company changes its total share capital due to share distribution, conversion of share capital and other reasons, authorize the board of directors to adjust the upper limit of the number of shares issued accordingly;
(8) During the validity period of the issuance resolution, if the issuance policy or market conditions change, adjust the issuance plan accordingly according to the new policy and continue to handle the issuance; In case of force majeure or other circumstances sufficient to make the issuance plan difficult to implement, or although it can be implemented, it will bring extremely adverse consequences to the company, it may decide to adjust, delay the implementation of the issuance plan or cancel the issuance application at its discretion;
(9) Employ intermediary institutions participating in the issuance and handle the application for the issuance;
(10) Handle other matters related to this offering.
3、 Review procedures and independent opinions
(I) deliberations of the board of directors
The company held the 21st Meeting of the second board of directors on February 23, 2022, deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 through summary procedures, and agreed that from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders, Issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year to specific objects.
(II) opinions of independent directors
After verification, the contents of the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 through simple procedures by the board of directors of the company comply with relevant laws and regulations, such as the measures for the administration of securities issuance registration of Companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and so on According to the provisions of the normative documents and the Shanghai Bright Power Semiconductor Co.Ltd(688368) articles of association, the resolution procedure is legal and effective. This time, the general meeting of shareholders is requested to authorize the board of directors to issue shares to specific objects through summary procedures, which is conducive to the sustainable development of the company and does not harm the interests of minority shareholders. In conclusion, the independent directors have expressed their independent opinions on the company’s request to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters in 2022 through summary procedures.
It is hereby announced.
Shanghai Bright Power Semiconductor Co.Ltd(688368) board of directors February 24, 2022
