Securities code: 688021 securities abbreviation: Aofu Environmental Technology Co.Ltd(688021) Announcement No.: 2022-012
Aofu Environmental Technology Co.Ltd(688021)
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 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 other relevant provisions, Aofu Environmental Technology Co.Ltd(688021) (hereinafter referred to as the “company”) held the ninth meeting of the third board of directors on February 24, 2022, The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted, and it was agreed to request the general meeting of shareholders to authorize the board of directors to 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, The authorization period is from the date of adoption of the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
The independent directors have expressed their independent opinions on the matter, and the proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Types and quantity of securities issued this time
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. The total amount of equity financing issued shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year. The number of shares issued 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 issuance.
2、 Issuing method, issuing object and placement arrangement to original shareholders
This issuance of shares adopts the method of non-public offering to specific objects through simple procedures. The issuing objects are securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified overseas investors, RMB qualified overseas investors and other legal persons that meet the relevant provisions of the CSRC and the exchange Natural persons or other legal investment organizations, with no more than 35 issuing objects. 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 determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash.
3、 Pricing method or price range
The issuing price shall not be lower 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). The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders in accordance with the requirements of relevant laws and regulations after the application for issuance to specific objects through simple procedures and the registration documents of the CSRC are obtained.
4、 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:
(I) businesses that should be invested in the field of scientific and technological innovation;
(II) comply with national industrial policies and laws and administrative regulations on environmental protection and land management; (III) 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.
5、 Validity of resolutions
This authorization starts from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
6、 The authorization of the board of directors to handle the specific matters of this issuance, in accordance with the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, the specific matters of this issuance to the board of directors include but are not limited to the following contents:
(I) 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 and normative documents, as well as the provisions of the articles of association, Confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures;
（2） Authorize the board of directors to formulate, adjust and implement specific plans for issuance to specific objects through simple procedures in accordance with national laws and regulations, normative documents and the provisions of the articles of association, in accordance with the requirements of the CSRC and the exchange and in combination with the actual situation of the company, including but not limited to issuance timing, issuance quantity, issuance price, issuance object, specific subscription methods Subscription ratio, scale of raised funds and other matters related to the issuance plan;
(III) authorize the board of directors to handle the declaration of this issuance, including but not limited to making, modifying, signing, reporting, supplementary submission, executing and announcing the materials related to the issuance according to the requirements of the regulatory authorities, replying to the feedback of the regulatory authorities, and handling the information disclosure related to the issuance according to the regulatory requirements;
(IV) authorize the board of directors to sign, modify, supplement, complete, submit, report and execute all agreements, contracts and documents related to this offering (including but not limited to recommendation and underwriting agreements, agreements related to raised funds, subscription agreements signed with investors, public notices and other disclosure documents, etc.), and handle relevant application, approval, registration, filing and other procedures;
(V) authorize the board of directors to establish a special account for the raised funds issued this time, and adjust the specific arrangements of the investment projects of the raised funds within the scope authorized by the general meeting of shareholders according to the requirements of relevant competent departments and the actual situation of the securities market;
(VI) authorize the board of directors to hire intermediaries such as sponsors (lead underwriters) and deal with other matters related thereto;
(VII) authorize the board of directors to amend the relevant provisions of the articles of association accordingly according to the issuance results after the completion of this issuance, increase the registered capital of the company, handle the industrial and commercial change registration procedures, and deal with other matters related thereto;
(VIII) authorize the board of directors to handle the registration, locking and listing of the issued shares on the science and Innovation Board of Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the completion of this issuance;
(IX) authorize the board of directors to decide to postpone the implementation of the issuance plan or terminate it in advance, or continue to handle the issuance according to the new issuance plan in case of force majeure or other circumstances sufficient to make the issuance difficult to implement, or although it can be implemented, it will bring adverse consequences to the company, or when the issuance policy changes;
(x) handle other matters related to this offering within the scope permitted by laws, regulations, normative documents and the articles of association.
7、 Restricted period
The shares subscribed by the issuing object shall not be transferred within 6 months from the date of the end of this issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares obtained by the issuing object from the shares issued by the listed company to specific objects and derived from the distribution of stock dividends by the listed company and the conversion of capital reserve 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 Shanghai Stock Exchange. 8、 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.
9、 Listing location
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
10、 Risk tips
The disclosure of the company’s request to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects in a simple procedure does not represent the substantive judgment, confirmation or approval of the approval and registration departments on matters related to the issuance. The authorized matters mentioned in the proposal are yet to be deliberated and approved by the 2021 annual general meeting of shareholders of the company. The specific issuance plan and implementation of the company’s issuance of shares to specific objects through simple procedures will be reviewed and approved by the board of directors authorized by the annual general meeting of shareholders, and the application documents will be submitted to the Shanghai Stock Exchange within the specified time limit, submitted to the Shanghai stock exchange for examination and registration with the China Securities Regulatory Commission. Please pay attention to investment risks.
It is hereby announced.
Aofu Environmental Technology Co.Ltd(688021) board of directors February 26, 2022
