Securities code: 600728 securities abbreviation: Pci Technology Group Co.Ltd(600728) Announcement No.: 2022-017
Pci Technology Group Co.Ltd(600728)
Announcement on the resolution of the third extraordinary meeting of the ninth board of directors in 2022
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Pci Technology Group Co.Ltd(600728) (hereinafter referred to as "the company") the notice of the third extraordinary meeting of the ninth board of directors in 2022 was notified to all directors by email, SMS and other means on February 22, 2022. The meeting was held by means of communication voting on February 25, 2022. The company has 8 directors and 8 voting participants. More than half of all directors attended the meeting, which complies with the relevant provisions of the company law of the people's Republic of China and the Pci Technology Group Co.Ltd(600728) articles of association. After deliberation, the following proposals were adopted at the meeting: first, the proposal on the company meeting the conditions for non-public development of shares was considered and adopted
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 by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws, regulations and normative documents, and in comparison with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, After careful self-examination and item by item verification, the board of directors of the company believes that the company meets the conditions for non-public offering of shares.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention
2、 After voting one by one, the proposal on the company's 2022 non-public stock development plan was deliberated and adopted
(I) type and par value of issued shares
The shares issued this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. Voting results: 8 in favor, 0 against and 0 abstention
(II) issuing method and time
Within the validity period of the document, choose the opportunity to issue shares to no more than 35 specific objects.
Voting results: 8 in favor, 0 against and 0 abstention
(III) issuing object and subscription method
The issuing objects of this non-public offering of shares are no more than 35 specific objects that meet the requirements of the CSRC. The issuing objects include securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutions, qualified overseas institutional investors, as well as other legal persons, natural persons or other legal investors that meet the requirements of the CSRC.
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.
After the company obtains the approval of the CSRC on this issuance, the final issuance object will be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the inquiry results within the scope of authorization of the general meeting of shareholders and in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
All issuers subscribe for the non-public offering of A-Shares in cash.
There were no affirmative votes and no abstention
(IV) pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price is no less than 80% of the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date (excluding 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.
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly.
The adjustment method is as follows:
Assuming that the issue price before adjustment is P0, the number of shares given or converted into share capital per share is n, the cash dividend per share is D, and the issue price after adjustment is P1, then:
Dividend / Cash Dividend: P1 = p0-d;
Share offering or conversion to share capital: P1 = P0 / (1 + n);
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
The final issue price shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results in accordance with the relevant rules of the CSRC after the application for non-public offering of shares is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
Voting results: 8 in favor, 0 against and 0 abstention
(V) issued quantity
The number of shares in this non-public offering will be calculated according to the total amount of funds raised in this offering divided by the issue price determined by the final bidding, and will not exceed 30% of the total share capital of the company before this offering, that is, no more than 527468729 shares (including this number). Finally, the approval document approved by the CSRC for registration shall prevail. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of this issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance.
From the date when the board of directors makes a resolution on the non-public offering of shares to the date of issuance, if the listed company changes its total share capital due to bonus shares, conversion of capital reserve into share capital, repurchase, equity incentive plan and other matters, the upper limit of the number of shares issued this time will be adjusted accordingly. Within the above scope, the final number of shares issued will be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) according to the actual situation at the time of this issuance.
Voting results: 8 in favor, 0 against and 0 abstention
(VI) sales restriction period
The shares subscribed by the object of this non-public offering shall not be transferred within six months from the date of the end of the offering. During the restricted sale period, the shares derived from the company's share offering, conversion of capital reserve into share capital, allotment of shares and other circumstances shall also comply with the above restricted sale arrangements. After the expiration of the restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention
(VII) place of listing
The listing place of the non-public offering is Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention
(VIII) scale and purpose of raised funds
The total amount of funds raised by the company in this non-public offering is no more than 3.314 billion yuan (including this amount). After deducting the relevant issuance expenses, the company plans to fully invest in the following projects:
Unit: 10000 yuan
No. project name estimated total investment total amount of raised funds proposed investment
1 Digital twin core technology and open platform R & D project 90652.18 65016.89
2 new generation rail transit digital system R & D and industrialization 150403.18 99593.93 project
3 R & D and industrialization project of new generation traffic digital system for vehicle road coordination 36138.43 20760.50
4. National sales and service system upgrading project 51380.60 47076.76
5 supplementary working capital 99000.00 99000.00
Total 427574.40 331448.08
Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the above projects, within the scope of the finally determined raised investment projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual amount of raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself.
Voting results: 8 in favor, 0 against and 0 abstention
(IX) arrangement of accumulated undistributed profits before this non-public offering
The accumulated undistributed profits of the company before the completion of the non-public offering will be shared by the new and old shareholders after the non-public offering according to the shareholding ratio after the offering.
Voting results: 8 in favor, 0 against and 0 abstention
(x) validity period of the resolution on this non-public offering
The resolution on this non-public offering of shares shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. If the company has obtained the approval document of the CSRC for the non-public offering within the validity period, the validity period will be automatically extended to the completion date of the non-public offering. 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: 8 in favor, 0 against and 0 abstention
The independent directors of the company have expressed independent opinions on this proposal.
This proposal can only be implemented after being deliberated and approved item by item by the general meeting of shareholders of the company and submitted to the CSRC for approval. 3、 The proposal on the company's plan for non-public development of A-Shares in 2022 was deliberated and adopted
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 of listed companies and other laws, regulations, rules and other normative documents, the company has prepared the pre proposal for non-public issuance of A-Shares in Pci Technology Group Co.Ltd(600728) 2022. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosure announcement.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was reviewed and approved
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 of listed companies and other laws, regulations, rules and other normative documents, the company has prepared the feasibility analysis report on the use of funds raised by non-public issuance of A-Shares in Pci Technology Group Co.Ltd(600728) 2022, For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosure announcement.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention
5、 The proposal on the report on the use of the previously raised funds was deliberated and adopted
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, the provisions on the report on the use of previously raised funds and other relevant provisions of laws, regulations, rules and other normative documents, the company has prepared the report on the use of Pci Technology Group Co.Ltd(600728) previously raised funds, Tianzhi International Certified Public Accountants (special general partnership) issued an assurance report on the use of the company's previously raised funds. For details, see the company's website at Shanghai Stock Exchange on the same day (www.sse. Com. CN) Disclosure announcement.
The independent directors of the company expressed independent opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention
6、 The proposal on diluting immediate return, filling measures and commitments of relevant subjects of non-public Development Bank shares of the company was deliberated and adopted
According to the relevant requirements of 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) and 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) of the CSRC, The company analyzed the possible impact of this non-public offering on the common shareholders' equity and immediate return, and put forward relevant measures to fill the return in combination with the actual situation. At the same time, the controlling shareholders, actual controllers, all directors and senior managers of the company made a commitment that the company's measures to fill the immediate return can be effectively fulfilled, For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Disclosure announcement.
The independent directors of the company expressed independent opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 8 in favor, 0 against and 0 abstention.
7、 The proposal on the company's dividend return planning for shareholders in the next three years (2022-2024) was reviewed and approved
In order to further standardize the company's dividend behavior, promote the company to establish a scientific, sustainable and stable dividend mechanism, ensure the reasonable return on investment of shareholders, and increase the transparency and operability of dividend distribution decisions, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission The board of directors of the company formulated the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (revised in 2022) and the articles of association in combination with the actual situation of the company
