Securities code: 002288 securities abbreviation: Guangdong Chaohua Technology Co.Ltd(002288) Announcement No.: 2021-061 Guangdong Chaohua Technology Co.Ltd(002288)
Announcement on resolutions of the 8th meeting of the 6th 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
The notice of the eighth meeting of the sixth board of directors of Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as "the company") was sent by e-mail on Sunday, December 12, 2021, and the meeting was held on December 14, 2021 (Tuesday) at 10:00 a.m. in the conference room of Shenzhen Branch, the meeting was held by means of on-site communication meeting and open voting. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The meeting was presided over by Mr. Liang Jianfeng, chairman of the board of directors, and the supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law and the articles of association And other relevant provisions, and the resolutions of the meeting are legal and effective.
2、 Consideration of proposals at the board meeting
After careful consideration by the directors present, the following resolutions were adopted by open ballot:
1. The meeting considered and adopted the Convention on signing the Convention by 9 votes in favor, 0 against and 0 abstention
<铜箔产业基地项目投资合作协议之补充协议>
Proposal for
The agreement is a supplementary agreement to the copper foil industry base project investment cooperation agreement. 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, investment and financing arrangements and governance organization of the cooperation project company after consultation. At the same time, both parties also have corresponding supplementary agreements on investment promotion policies.
Independent directors expressed independent opinions on the matter.
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>
The specific contents of the announcement (Announcement No.: 2021-063) are detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN.) on December 15, 2021.
2. The meeting deliberated and adopted the proposal on terminating the non-public development of A-Shares in 2020 by 9 votes in favor, 0 against and 0 abstention
Since the announcement of the company's plan for non-public offering of shares on October 16, 2020, the company's board of directors, management and intermediaries have actively promoted various work on non-public offering of a shares. However, due to changes in the internal and external objective environment, the company decided to terminate the non-public offering of A-Shares in 2020 after full communication and careful analysis with all relevant parties, taking into account the company's actual situation, market value performance, financing opportunity and other factors, in order to comprehensively and effectively safeguard the interests of all shareholders.
Independent directors expressed independent opinions on the matter.
According to the authorization of the first extraordinary general meeting of shareholders in 2020 on the non-public offering of shares by the board of directors of the company, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
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's compliance with the conditions for non-public offering of shares by 6 votes in favor, 0 against and 0 abstention
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 directors 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.
The independent directors expressed their prior approval opinions and independent opinions on the matter.
Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting.
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 was deliberated and adopted item by item
The related directors of this proposal, Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei, abstained from voting.
(1) Type and par value of issued shares
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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 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: 6 in favor, 0 against and 0 abstention.
The independent directors expressed their prior approval opinions and independent opinions on the matter.
5. The meeting deliberated and adopted the regulations on the company with 6 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.
Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting.
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可行性分析报告>
In order to ensure the rational, safe and efficient use of the funds raised by this non-public offering, the company has analyzed and discussed the use of the funds raised by 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.
Independent directors expressed independent opinions on the matter.
Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting.
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 from A-share non-public development banks in 2021 Guangdong Chaohua Technology Co.Ltd(002288) 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-share shares by 6 votes in favor, 0 against and 0 abstention
In accordance with the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020) and the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500), the company does not need to prepare a report on the use of the previously raised funds for this non-public offering of a shares. Independent directors expressed independent opinions on the matter.
Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting.
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 explanation that there is no need to prepare the report on the use of the previously raised funds for the non-public development of A-Shares (Announcement No.: 2021-067) is detailed in the securities times, China Securities News and cninfo (www.cn. Info. Com.. CN) on December 15, 2021.
8. The meeting considered and adopted the proposal on the non-public development of A-Shares constituting related party transactions by 6 votes in favor, 0 against and 0 abstention
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 directors of the company need to consider the proposal on the composition of related party transactions of non-public offering of a shares.
The independent directors expressed their prior approval opinions and independent opinions on the matter.
Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting.
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 6 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.
Independent directors expressed independent opinions on the matter.
Related directors Mr. Liang Jianfeng, Mr. Liang Hong and Mr. Liang Wei abstained from voting.
This proposal
