Securities code: 002623 securities abbreviation: Changzhou Almaden Co.Ltd(002623) Announcement No.: 2021-056 Changzhou Almaden Co.Ltd(002623)
Announcement on resolutions of the 19th meeting of the 4th board of directors
The company and its directors, supervisors and senior managers guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Changzhou Almaden Co.Ltd(002623) (hereinafter referred to as The notice of the 19th meeting of the 4th board of directors was sent by e-mail on December 20, 2021, and was held in the company's conference room at No. 639, Qinglong East Road, Tianning District, Changzhou City on December 23, 2021. The meeting was held in the form of on-site meeting and communication voting. The meeting was presided over by Mr. Lin Jinxi, chairman of the company, and 8 directors should be present, There were 8 directors, 5 of whom attended the meeting, and Mr. Zhang Jianmin, Mr. Ge Xiaoqi and Mr. Zeng Jianwei voted by means of communication. Members of the board of supervisors and senior managers attended the meeting as nonvoting delegates. The meeting shall be held in accordance with the company law of the people's Republic of China and other laws and regulations and the articles of association. 1、 Deliberations at the board meeting:
After deliberation, the directors present at the meeting voted and adopted the following proposals by open ballot:
(i) The proposal on the compliance of the company's issuance of shares and payment of cash to purchase assets and the raising of supporting funds and related party transactions with the provisions of relevant laws and regulations was reviewed and approved
The company intends to purchase Shouguang Lingda Information Technology Consulting Co., Ltd. (hereinafter referred to as "Shouguang Lingda"), Shouguang Daling venture capital partnership (limited partnership) (hereinafter referred to as "Shouguang Daling") and China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd. (hereinafter referred to as "Sinopec capital") by issuing shares and paying cash ）、 Huangshan hi tech Yida Xinanjiang specialized Texin venture capital fund (limited partnership) (hereinafter referred to as "Huangshan Yida"), Yangzhong hi tech Yida venture capital fund partnership (limited partnership) (hereinafter referred to as "Yang Shanghai Zhongyida Co.Ltd(600610) "), Suqian hi tech Yida industry talent integration development venture capital partnership (limited partnership) (hereinafter referred to as "Suqian Yida") ）And Changzhou Huahui venture capital partnership (limited partnership) (hereinafter referred to as "Huahui investment") hold 100% equity of Fengyang Silicon Valley intelligent Co., Ltd. (hereinafter referred to as "Fengyang Silicon Valley" or "target company") and raise supporting funds (hereinafter referred to as "this restructuring" or "this transaction").
In accordance with 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 major asset restructuring of listed companies, the measures for the administration of securities issuance of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, administrative regulations and normative documents, Compared with the conditions for the listed company to issue shares and pay cash to purchase assets and non-public issuance of shares, the board of directors of the company, after careful self-examination and demonstration of the actual situation and relevant matters of the company item by item, believes that the company's issuance of shares, payment of cash to purchase assets and raising matching funds meet the requirements and conditions specified in relevant laws and regulations.
Voting results: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
（2） The proposal on Changzhou Almaden Co.Ltd(002623) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions was deliberated and adopted one by one
1. Overall scheme of this transaction
The company plans to purchase 100% equity of Fengyang Silicon Valley (hereinafter referred to as "underlying assets") and raise supporting funds by issuing shares and paying cash for assets, as follows:
(1) Issuing shares and paying cash to purchase assets
Purchase 100% equity of Fengyang Silicon Valley held by Shouguang Lingda, Shouguang daling, Sinopec capital, Huangshan Yida, Yang Shanghai Zhongyida Co.Ltd(600610) , Suqian Yida and Huahui by issuing shares and paying cash. The proportion of shares issued and cash paid is as follows:
Unit: 10000 yuan
Issue shares to purchase assets, pay cash to purchase assets, name of shareholder, proportion of capital contribution
Proportion of capital contribution proportion of capital contribution
Shouguanglingda 8500.0060 92%8,500.0060. 92%--
Shouguang Daling 1610.1511 54%1,223.718. 77%386.432. 77%
Sinopec capital 1111.117 million 96%555.563. 98%555.563. 98%
Huangshan Yida 1111.117 96%--1,111.117. 96%
Huahui investment 1064.827 63%--1,064.827. 63%
Yang Shanghai Zhongyida Co.Ltd(600610) 333.332 39%--333.332. 39%
Suqian Yida 222.221 59%--222.221. 59%
Total 13952.74100 00%10,279.2773. 67%3,673.4726. 33%
Note: in December 2021, Fengyang Silicon Valley held the second extraordinary shareholders' meeting in 2021. It was agreed that the registered capital of Fengyang Silicon Valley should be increased from 134876500 yuan to 139.5274 million yuan, and the newly increased registered capital should be 4.6509 million yuan, which should be subscribed by shouguangda with its creditor's rights of 100 million yuan to the company. Up to now, Fengyang Silicon Valley has submitted to the administrative department for Industry and Commerce and handled the change registration, but the change registration for Industry and Commerce has not been completed.
Up to now, the audit and evaluation of the underlying assets have not been completed, so the specific price and share payment quantity of this transaction have not been determined. The final transaction price of the underlying asset will be based on the evaluation value specified in the evaluation report issued by the asset evaluation institution in accordance with the provisions of the securities law, and shall be determined by the parties to the transaction through negotiation. Voting: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
(2) Issue shares to raise supporting funds
In this transaction, the company intends to raise matching funds by non-public offering of shares to no more than 35 specific investors, and the total amount of matching funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction, and the number of shares issued shall not exceed 30% of the total share capital of the company before this transaction. The raised matching funds are intended to be used for cash consideration in this transaction, payment of taxes and intermediary fees related to this transaction, investment in the construction of projects under construction of the underlying assets, etc. If the latest regulatory opinions of the securities regulatory authority are adjusted, the company may adjust the matters related to the raised matching funds accordingly according to the latest regulatory opinions of the relevant securities regulatory authority.
The effectiveness and implementation of the raised matching funds are conditional on the effectiveness and implementation of the issuance of shares and the payment of cash for the purchase of assets, but the issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raised matching funds. The success of the final issuance of the raised matching funds does not affect the implementation of the issuance of shares and the payment of cash for the purchase of assets.
Voting: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
2. Details of issuing shares and paying cash to purchase assets
2.1 type and par value of shares issued
The type of shares issued to purchase assets is domestic listed RMB A-share ordinary shares, with a par value of RMB 1.00 per share.
Voting: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
2.2 pricing basis, benchmark date and issue price of issued shares
The pricing benchmark date for the purchase of assets by issuing shares this time is the announcement date of the resolution of the company's current meeting. According to the reorganization measures and other relevant provisions, the price of shares issued by a listed company shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to purchase assets by issuing shares. The average trading price of the company's shares on several trading days before the announcement date of the resolution of the board of directors = the total trading volume of the company's shares on several trading days before the announcement date of the resolution / the total trading volume of the company's shares on several trading days before the announcement date of the resolution.
The details of the average stock trading price and 90% of the average stock trading price in the 20 trading days, 60 trading days and 120 trading days before the pricing benchmark date of the listed company are shown in the table below:
Unit: yuan / share
The first 20 trading days, the first 60 trading days and the first 120 trading days of the average stock trading price calculation range
The average transaction price is 39.6939 seven hundred and forty-one point six zero
90% of the average transaction price 35.7335 one thousand seven hundred and thirty-seven point four four
Through consultation between the company and the counterparty, all parties determine to select 90% of the average trading price of the shares of the listed company 20 trading days before the pricing benchmark date as the pricing basis for the purchase of assets by issuing shares. The issuing price of the shares to purchase assets is 35.73 yuan / share, which is no less than 90% of the average stock trading price of the 20 trading days before the company's pricing benchmark date.
During the period from the benchmark date of asset pricing for the purchase of shares issued this time to the date of issuance, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant rules of CSRC and Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
2.3 issue quantity
The number of shares issued this time is the sum of the number of shares issued by the company to each subscriber. The number of shares issued to each subscriber in this offering = the consideration paid by the listed company for the shares issued / the issue price of this offering. If the calculation result is less than the mantissa of 1 share, it shall be rounded off and each subscriber shall voluntarily give up.
Up to now, the transaction price of the underlying assets has not been finalized, and the number of shares issued in this transaction has not been finalized. The company will further disclose the number of shares issued to purchase assets by issuing shares in the restructuring report, and the results approved by the CSRC shall prevail.
During the period from the benchmark date of asset pricing for the purchase of shares to the date of stock issuance, if the listed company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above issuance quantity will be adjusted accordingly in accordance with the relevant rules of CSRC and Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
2.4 place of listing
The shares issued this time will be listed and traded on Shenzhen Stock Exchange.
Voting: 6 in favor, 0 against and 0 abstention. Mr. Lin Jinxi and Mr. Lin Jinhan are affiliated directors of the transaction and evade voting according to law.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting.
2.5 periodic locking
2.5. 1. Regular arrangement of shares held by Shouguang Lingda and Shouguang Daling
The shares issued by the company subscribed by Shouguang Lingda and Shouguang Daling with the equity of Fengyang Silicon Valley in this transaction shall not be transferred within 36 months from the completion date of issuance. Within 6 months after the completion of this transaction, if the closing price of the company's shares is lower than the issue price for 20 consecutive trading days, or the closing price is lower than the issue price at the end of 6 months after the completion of this transaction, the lock up period of the above shares held by Shouguang Lingda and Shouguang Daling will be automatically extended for at least 6 months.
During the above lock up period, Shouguang Lingda and Shouguang Daling's increased shares of the company due to the company's implementation of bonus shares, conversion of share capital and other reasons also abide by the above lock up period
