Securities code: 002288 securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2021-062 Guangdong Chaohua Technology Co.Ltd(002288)
Announcement on resolutions of the 7th Meeting of the 6th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as "the company") the notice of the seventh meeting of the sixth board of supervisors was sent by e-mail on Sunday, December 12, 2021, and the meeting was held on December 14, 2021 (Tuesday) at 11:00 am, the meeting was held in the conference room of Shenzhen Branch by means of on-site communication meeting and open voting. There were 3 supervisors who should attend the meeting and 3 actually attended the meeting. Mr. Wang Xudong, chairman of the sixth session of the board of supervisors, convened and presided over the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting were legal and effective.
2、 Deliberation of proposals at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following resolutions were adopted by open ballot:
1. The conference considered and adopted the Convention on the signing of the Convention by 3 affirmative votes, 0 negative votes and 0 abstention
<铜箔产业基地项目投资合作协议之补充协议>
Proposal for
After review, the board of supervisors considered that the agreement was a supplementary agreement to the investment cooperation agreement on the copper foil industrial base project. In order to further accelerate the implementation of the project, the company and the Management Committee of Guangxi Yuchai Industrial Park decided to change the equity structure and investment and financing arrangements of the project company and jointly contribute to the establishment of the copper foil project fund. In addition, both parties also have corresponding supplementary agreements on investment promotion policies.
The above matters do not involve related party transactions and do not constitute major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies. This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation. On signature
<铜箔产业基地项目投资合作协议之补充协议>
Announcement of (announcement editor: www.cn. Info. Com.. CN.).
2. The meeting deliberated and adopted the proposal on terminating the non-public development of A-Shares in 2020 by 3 affirmative votes, 0 negative votes and 0 abstention votes
After review, the board of supervisors believes that the termination of the non-public offering of A-Shares in 2020 meets the actual needs of the company and is conducive to safeguarding the interests of all shareholders.
The announcement on the termination of non-public Development Bank A-Shares in 2020 (Announcement No.: 2021-064) is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN) on December 15, 2021.
3. The meeting deliberated and adopted the proposal on the company meeting the conditions for non-public offering of shares by 3 affirmative votes, 0 negative votes and 0 abstention votes
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, and the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) According to the provisions on non-public offering of shares in relevant laws and regulations, the board of supervisors of the company, after careful self-examination item by item, considers that the company meets the requirements of the above relevant laws and regulations and has the qualifications and conditions for non-public offering of shares.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
4. The proposal on the company's non-public development of A-Shares in 2021 (1) types and par value of issued shares was deliberated and adopted item by item
The shares of this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
(2) Issuing method and time
The shares to be issued this time are non-public to specific objects and will be issued at an appropriate time within the validity period approved by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
(3) Issuing object and subscription method
The issuing object of this non-public offering is one, namely Shenzhen Changxuan Technology Co., Ltd. controlled by Mr. Liang Jianfeng, one of the actual controllers of the company.
The issuer promises to subscribe for the shares issued by the company in cash at the issue price through its own funds and self raised funds.
Voting results: 3 in favor, 0 against and 0 abstention.
(4) Issue price and pricing principle
The pricing benchmark date of this offering is the resolution date of the eighth meeting of the sixth board of directors of the company (i.e. December 14, 2021).
The issue price is 7.22 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares 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 are ex right and ex dividend from the pricing base date to the issuance date, the price of this issuance will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
(5) Number of issues
The number of shares issued this time is no more than 100000000. If the company's shares are ex right and ex dividend from the pricing base date to the issuance date, the number of shares issued this time will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
(6) Restricted period
After the completion of this non-public offering, the shares of this non-public offering subscribed by the issuing object shall not be transferred within 18 months from the date of the end of this offering, and the self owned shares of Mr. Liang Jianfeng and Mr. Liang Junfeng, the actual controllers of the company, shall not be transferred within 18 months from the date of the end of this non-public offering. If there are other provisions on the sales restriction period in laws, regulations and normative documents, According to its regulations.
Voting results: 3 in favor, 0 against and 0 abstention.
(7) Total amount and purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 722 million yuan (including this amount). After deducting the issuance expenses, all funds will be used for the company to repay bank loans and supplement working capital, so as to optimize the company's asset liability structure, improve asset quality, reduce financial risks and improve financial status.
Voting results: 3 in favor, 0 against and 0 abstention.
(8) Arrangements for accumulated profits before this non-public offering
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 according to the shareholding ratio.
Voting results: 3 in favor, 0 against and 0 abstention.
(9) Listing location
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(10) Validity of 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 adopted by the general meeting of shareholders of the company. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
5. The meeting deliberated and adopted the regulations on the company with 3 affirmative votes, 0 negative votes and 0 abstention
<2021 年度非公开发行 A 股股票预案>
Proposal for
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, the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and the standards for the contents and format of information disclosure by companies offering securities to the public No. 25 - plan and issuance report of non-public offering of shares by listed companies According to the relevant provisions of laws, regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the plan for non-public development of A-Shares in 2021.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
The specific contents of Guangdong Chaohua Technology Co.Ltd(002288) 2021 plan for non-public development of A-Shares are detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN) on December 15, 2021.
6. The meeting considered and adopted the draft resolution on
< Guangdong Chaohua Technology Co.Ltd(002288) 2021 年度非公开发行 A 股股票募集资金使用的可行性分析报告>
Proposal for
In order to ensure the reasonable, safe and efficient use of the funds raised in this non-public offering, the company has analyzed and discussed the purpose of the funds raised in this non-public offering, In accordance with the requirements of the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), and in combination with the actual situation of the company, the company has prepared the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in Guangdong Chaohua Technology Co.Ltd(002288) 2021.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
The feasibility analysis report on the use of funds raised by non-public development banks' A-Shares in 2021 is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.) on December 15, 2021.
7. The meeting deliberated and adopted the proposal on the explanation that there is no need to prepare the report on the use of the previously raised funds for this non-public development of A-Shares by 3 votes in favor, 0 against and 0 abstention
According to the provisions of 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 (revised in 2020) and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), the company does not need to prepare the report on the use of previously raised funds for this non-public offering of a shares.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
On the non-public offering of A-Shares this time, there is no need to prepare the report on the use of the previously raised funds
Ming's announcement (Announcement No.: 2021-067) for details, see securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.) on December 15, 2021.
8. The meeting deliberated and adopted the proposal on the non-public development of A-Shares constituting related party transactions by 3 affirmative votes, 0 negative votes and 0 abstention votes
According to the provisions on non-public offering of shares in relevant laws and regulations such as 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 detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020), the supervisors of the company need to consider the proposal on the composition of related party transactions of non-public offering of a shares.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
The announcement on the non-public development of A-Shares involving related party transactions and the signing of conditional share subscription agreement (Announcement No.: 2021-065) is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN) on December 15, 2021.
9. The meeting deliberated and adopted the agreement on signing between the company and specific objects with 3 affirmative votes, 0 negative votes and 0 abstention
<附条件生效的股份认购协议>
Proposal for
According to the provisions on non-public offering of shares in 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 detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws and regulations, the directors of the company need to consider the signing of the agreement between the company and specific objects
<附条件生效的股份认购协议>
The motion of the.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
The announcement on the non-public development of A-Shares involving related party transactions and the signing of conditional share subscription agreement (Announcement No.: 2021-065) is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN) on December 15, 2021.
10. The meeting considered and adopted the proposal on diluting the immediate return of non-public development banks' A-share shares in 2021, taking filling measures and commitments of relevant subjects by 3 affirmative votes, 0 negative votes and 0 abstention votes
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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 issuance, refinancing and dilution of immediate return for major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) and other relevant laws, regulations and normative documents. In order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, the company has made a serious, prudent and objective analysis on the impact of this non-public offering on diluted immediate return, and the company has prepared Diluted immediate return of A-share shares of non-public development banks in 2021, filling measures and commitments of relevant subjects.
This proposal needs to be submitted to the fourth extraordinary general meeting of shareholders of the company in 2021 for deliberation.
On the diluted immediate return of non-public offering of A-Shares in 2021 and the measures taken to fill
