Securities code: Beijing Tongtech Co.Ltd(300379) securities abbreviation: Beijing Tongtech Co.Ltd(300379) Announcement No.: 2022002 Beijing Tongtech Co.Ltd(300379)
Announcement on the resolution of the 23rd 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、 Convening of board meeting
Beijing Tongtech Co.Ltd(300379) (hereinafter referred to as "the company") the notice of the 23rd Meeting of the 4th board of directors was sent to all directors in writing on February 23, 2022 and held in the meeting room of the board of directors of the company at 14:00 on March 1, 2022 in the form of combination of on-site and communication. There are 7 directors who should vote at the meeting, and 7 directors actually present, accounting for 100% of the total number of directors of the company. All directors attending the meeting are aware of the matters considered at the meeting and fully express their opinions. The supervisors and senior managers of the company attended the meeting as nonvoting delegates, and Mr. Huang Yongjun, chairman of the board, presided over the meeting. The meeting was held in accordance with the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on terminating the previous issue of shares to specific objects and withdrawing the application documents and re reporting was deliberated and adopted
Due to the changes in the capital market environment and taking into account the company's own actual situation, development planning and other factors, after full communication and careful demonstration with relevant parties, Beijing Tongtech Co.Ltd(300379) (hereinafter referred to as "the company") plans to apply to the CSRC for terminating the previous issuance of shares to specific objects and withdrawing the application documents, It will resubmit the application materials issued to specific objects to the CSRC as soon as possible after the modification and adjustment of the plan, which will not have a significant impact on the normal production and operation of the company and will not damage the rights and interests of the company and all shareholders, especially minority shareholders.
The independent directors of the company expressed independent opinions on the above-mentioned proposal, which was disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Mr. Huang Yongjun, a related director of the company, avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the termination of share subscription agreement signed between the company and specific objects was reviewed and approved. Due to the changes in the capital market environment and taking into account the actual situation and development planning of the company, after full communication and careful demonstration with relevant parties, the company decided to adjust the scheme of issuing A-Shares to specific objects, and communicated with Huang Yongjun China Mobile Capital Holdings Co., Ltd. (hereinafter referred to as "China mobile capital") respectively signed the termination agreement on Beijing Tongtech Co.Ltd(300379) share subscription agreement and supplementary agreement with effective conditions. This agreement is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no damage to the company The interests of shareholders, especially minority shareholders. The independent directors of the company expressed independent opinions on the above-mentioned proposal, which was disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Mr. Huang Yongjun, a related director of the company, avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on termination of strategic cooperation agreement signed between the company and specific objects was deliberated and passed
Due to the changes in the capital market environment and taking into account the company's own actual situation, development planning and other factors, after full communication and careful demonstration with relevant parties, the company decided to adjust the scheme of issuing A-Shares to specific objects, and signed the termination agreement of strategic cooperation agreement with effective conditions with China mobile capital, which is the true expression of intention of both parties, The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company, shareholders, especially small and medium-sized shareholders.
The independent directors of the company expressed independent opinions on the above-mentioned proposal, which was disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Mr. Huang Yongjun, a related director of the company, avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the termination of the company's previous issuance of shares to specific objects and the withdrawal of related party transactions involved in the application documents was deliberated and adopted
Mr. Huang Yongjun is a related party of the company in accordance with the relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules and the articles of association. In view of the company's intention to terminate the previous issue of shares to specific objects and withdraw the application documents, the above related parties will no longer participate in the subscription of shares to specific objects as the issue objects determined by the board of directors of the company at this stage; Through consensus, the company plans to sign the termination agreement on Beijing Tongtech Co.Ltd(300379) conditional share subscription agreement and supplementary agreement with Mr. Huang Yongjun, which involves related party transactions. The above agreement is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company, shareholders, especially minority shareholders.
The independent directors of the company have expressed independent opinions and prior approval opinions on the above proposal, which are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Mr. Huang Yongjun, a related director of the company, avoided voting.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the company meeting the conditions for issuing shares to specific objects was deliberated 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 and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, the board of directors of the company conducted a self-examination on the actual operation and related matters of the company, It is believed that the company meets the current relevant provisions on issuing domestic listed RMB common shares to specific objects (hereinafter referred to as "this issuance") and meets the conditions for issuing RMB common shares to specific objects.
The independent directors of the company have expressed independent opinions and prior approval opinions on the above proposal, which are disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on the company's stock issuance scheme to specific objects was deliberated and adopted one by one
The board of directors of the company deliberated and approved the plan of issuing shares to specific objects one by one.
6.1 type and par value of issued shares
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.
Voting results: 7 in favor, 0 against and 0 abstention.
6.2 issuance method and time
This offering adopts the method of issuing shares to specific objects, and selects an appropriate time to issue shares to specific objects within the validity period of the registration decision agreed by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
6.3 issuing object and subscription method
The objects of this issuance of shares to specific objects are no more than 35 specific investors who meet the requirements of the CSRC, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors, and other legal persons Natural persons or other qualified investors. Among them, 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.
The subscription object of this issuance of shares to specific objects has not been determined. The final issuance object shall be authorized by the general meeting of shareholders. After the company's issuance is approved and registered by the CSRC, the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange and the conditions specified in the issuance plan. All issuers subscribe for the shares issued to specific objects at the same price and subscribe in cash. If the national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions.
Voting results: 7 in favor, 0 against and 0 abstention.
6.4 issue price and pricing principle
1. Pricing base date
The pricing benchmark date of this issuance is the first day of the issuance period.
2. Issue price
The issue price shall not be lower than 80% of the average price of the company's shares on the 20 trading days before 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.
The final issue price will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the inquiry results and the authorization of the general meeting of shareholders of the company in accordance with relevant regulations after the company's issuance is approved and registered by the CSRC.
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 base date 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 dividend / 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)
Voting results: 7 in favor, 0 against and 0 abstention.
6.5 issue quantity
The total amount of funds raised in this issuance shall not exceed 2200 million yuan (including), and the number of shares issued shall be determined according to the total amount of funds raised divided by the issuance price. At the same time, the number of shares issued this time shall not exceed 120 million shares (including), which shall not exceed 30% of the total share capital of the company before this issuance. The total proportion of shares held by a single issuer and its persons acting in concert after subscription shall not exceed 5% of the total share capital of the company after issuance, and the subscription of the excess part shall be invalid.
Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange and the actual subscription.
If the company has ex rights and ex interest matters such as share distribution, repurchase and conversion of capital reserve into share capital between the announcement date of the resolution of the board of directors on issuing shares to specific objects and the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly. The adjustment formula is:
Q1=Q0 × （1+n）
Where: Q0 is the upper limit of the number of shares issued this time before adjustment; N is the ratio of share bonus per share, capital reserve converted into share capital (i.e. the number of shares increased after share bonus and conversion) or the number of share capital repurchased per share (negative value); Q1 is the adjusted upper limit of the number of shares issued this time.
The final number of shares issued shall be subject to the number of shares registered and issued by the CSRC.
Voting results: 7 in favor, 0 against and 0 abstention.
6.6 restricted period
The shares subscribed by the issuing object of this issuance shall not be transferred within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
Voting results: 7 in favor, 0 against and 0 abstention.
6.7 arrangement of undistributed profits
After the issuance, the new and old shareholders of the company shall share the accumulated undistributed profits before the issuance according to the shareholding ratio after the issuance.
Voting results: 7 in favor, 0 against and 0 abstention.
6.8 place of listing
The shares issued this time will be listed on the gem of Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
6.9 total amount and purpose of raised funds
The total amount of funds raised by the company in issuing shares to specific objects this time does not exceed 2200 million yuan. After deducting the issuance expenses, it is planned to use them all for the following projects:
Unit: 10000 yuan
No. project name total investment amount is proposed to be invested by the raised funds
1. Excellent capability improvement item of Tong series middleware products 1273510510577505
2. Next generation sustainable operation safety 84643356422495 full product development project based on Artificial Intelligence
3. Supplementary working capital 50 Shenzhen Fountain Corporation(000005) 000000
Total 2619944022000000
Before the funds raised in this offering are in place, the company can invest in advance with self raised funds according to the actual situation of the implementation progress of the investment project with raised funds, and replace them after the raised funds are in place. After the funds raised in this offering are in place, if the actual net amount of funds raised is less than the total amount of funds required to be invested in the above-mentioned investment projects with raised funds, the company will adjust and finally determine the specific investment composition and priority of each part of the projects with raised funds according to the actual net amount of funds raised. The insufficient part of raised funds shall be solved by the company with its own funds or through other financing methods. Voting results: 7 in favor, 0 against and 0 abstention.
6.10 validity of resolution
