Securities code: Anhui Zhongyuan New Materials Co.Ltd(603527) securities abbreviation: Anhui Zhongyuan New Materials Co.Ltd(603527) Announcement No.: 2022006 Anhui Zhongyuan New Materials Co.Ltd(603527)
Announcement of resolutions of the 11th meeting of the 4th board of directors
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.
1、 Convening of board meeting
Anhui Zhongyuan New Materials Co.Ltd(603527) (hereinafter referred to as " Anhui Zhongyuan New Materials Co.Ltd(603527) " or "the company") sent the notice of the 11th meeting of the 4th board of directors to all directors, supervisors and senior managers of the company by telephone and fax on February 21, 2022. The 11th meeting of the 4th board of directors of the company was held at 9:00 a.m. on March 4, 2022, There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was presided over by the chairman, Mr. Feng Quanhu, and the company's supervisors and some senior managers attended the meeting as nonvoting delegates.
The meeting was convened and held in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and other relevant laws, administrative regulations, departmental rules, normative documents and the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association (hereinafter referred to as the articles of association).
2、 Deliberations of the board meeting
(I) the proposal on investing in the construction of high-precision copper alloy strip production line with an annual output of 100000 tons and copper strip blank production line with an annual output of 50000 tons was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Anhui Zhongyuan New Materials Co.Ltd(603527) on foreign investment projects (Announcement No.: 2022008).
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on investment and construction of 50000 tons / year battery foil project was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Anhui Zhongyuan New Materials Co.Ltd(603527) on foreign investment projects (Announcement No.: 2022008).
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the company's compliance with the conditions for non-public development of shares
In accordance with the relevant provisions of the company law, the securities law of the people's Republic of China (hereinafter referred to as the Securities Law), the measures for the administration of securities issuance by listed companies (hereinafter referred to as the administrative measures), the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations, departmental rules and normative documents, According to the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, after careful verification of the actual situation of the company, it is considered that the company meets the requirements and conditions for non-public offering of shares to specific objects.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IV) the proposal on the company's non-public offering of A-Shares in 2022 was deliberated and adopted item by item. For matters related to the company's non-public offering of shares, the board of directors deliberated the following offering plan item by item: 1. Type and par value of the 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: 9 in favor, 0 against and 0 abstention.
2. Issuing method and time
The shares to be issued this time will be issued in a non-public manner and will be issued at an appropriate time within the validity period of the approval document of the CSRC on the non-public offering.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this non-public offering are no more than 35 specific objects, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions 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.
The final issuance object will be determined by the board of directors authorized by the general meeting of shareholders of the company. After obtaining the issuance approval document of the CSRC, the board of directors will negotiate with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the provisions of laws, regulations and normative documents.
All issuers subscribe for the shares of this non-public offering in RMB cash.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Pricing base date, pricing principle and issue price
The pricing benchmark date of this issuance is the first day of the issuance period. The issuing price of this non-public offering shall not be lower than 80% of the average trading price of the company's shares 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.
If the price of the non-public shares is adjusted from the base date of ex dividend to the benchmark date of the issuer.
The final offering price shall be determined by the board of directors of the issuer through consultation with the sponsor (lead underwriter) of the offering in accordance with the relevant rules of the CSRC after the application for the non-public offering is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Number of issues
The total amount of funds to be raised in this non-public offering of shares shall not exceed 75 million yuan, and the number of shares to be issued shall not exceed 73147200 shares, which shall not exceed 30% of the total share capital of the company before this non-public offering. The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders of the company through negotiation with the sponsor (lead underwriter) of the non-public offering according to the price of the non-public offering according to the relevant provisions of the CSRC and the actual situation at the time of issuance. The calculation method is: the number of shares issued = the total amount of funds raised in the non-public offering / the price of the non-public offering. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down. If the issuer's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date, or the total share capital of the company changes due to share repurchase, equity incentive plan and other matters, the upper limit of the number of shares issued in this non-public offering will be adjusted accordingly.
The adjustment formula is as follows: Q1 = Q0 × (1+N+P-M)
Where: Q0 is the upper limit of the number of shares issued this time before adjustment; N is the number of bonus shares or converted share capital per share; P is the number of new restricted shares per share; M is the number of restricted shares repurchased and cancelled per share; Q1 is the adjusted upper limit of the number of shares issued this time.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Restricted period
After the completion of this non-public offering, the shares of the company subscribed by the issuing object shall not be transferred within 6 months from the date of the completion of the offering, and then shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange. During the above share lock-in period, the shares derived from the shares issued this time subscribed by the issuing object due to the company's bonus shares, the conversion of capital reserve into share capital and other matters shall also comply with the above share restriction arrangement.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Amount and purpose of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed 75 million yuan. The net amount of funds raised after deducting the issuance expenses will be used for the following items:
No. name of the main project implementing the project total investment raised capital investment (10000 yuan) (10000 yuan)
Annual output of 100000 tons of high-precision copper alloy sector
1 Yongjie copper strip and 50000 ton copper strip blank production line project 86442004100000 (phase I annual output of 50000 tons of high-precision copper alloy)
Gold sector (strip)
2. The new main body has an annual output of 50000 tons of battery foil (35 Ping An Bank Co.Ltd(000001) 9 China Vanke Co.Ltd(000002) 5000 tons of battery foil in phase I)
3 Anhui Zhongyuan New Materials Co.Ltd(603527) supplementary working capital 1500000
Total 136442007500000
Before the raised funds are in place, the company will invest the self raised funds first according to the actual situation of the project progress. After the raised funds are in place, the self raised funds that have been put into use before this issuance will be replaced in accordance with the relevant provisions of the company on the use and management of raised funds.
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 finally determined scope of this raised investment project, 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: 9 in favor, 0 against and 0 abstention.
8. Listing location
The shares of this non-public offering will be listed and traded on the Shanghai Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
9. Accumulated undistributed profits before the non-public offering
The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
10. Term of validity of the resolution on this non-public offering of shares
The validity period of this non-public offering resolution is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(V) the proposal on the company's plan for non-public development of A-Shares in 2022 was reviewed and approved. For details, see the company's disclosure on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) A-share plan for non-public development banks in Anhui Zhongyuan New Materials Co.Ltd(603527) 2022 (Announcement No.: 2022009).
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Feasibility analysis report on the use of funds raised by A-share non-public development banks in Anhui Zhongyuan New Materials Co.Ltd(603527) 2022 (Announcement No.: 2022010).
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on the special report on the use of the company's previously raised funds
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Special report of Anhui Zhongyuan New Materials Co.Ltd(603527) on the use of previously raised funds (Announcement No.: 2022011) and authentication report on the use of Anhui Zhongyuan New Materials Co.Ltd(603527) previously raised funds.
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the company's non-public Development Bank A-share diluted immediate return in 2022, the company's filling measures and the commitments of relevant subjects
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Announcement of Anhui Zhongyuan New Materials Co.Ltd(603527) on the company's non-public Development Bank A-share diluted immediate return in 2022 and the company's filling measures and commitments of relevant subjects (Announcement No.: 2022012).
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(IX) deliberated and passed the proposal on the company's shareholder return plan for the next three years (20222024)
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Shareholder return plan for Anhui Zhongyuan New Materials Co.Ltd(603527) next three years (20222024).
Voting results: 9 in favor, 0 against and 0 abstention. The proposal was adopted.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
(x) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares was deliberated and adopted
According to the arrangement of the company's non-public offering of a shares, in order to complete the issuance of the company efficiently and orderly, according to the company law, securities law, administrative measures and other laws and regulations as well as the relevant provisions of the articles of association, The board of directors of the company plans to request the general meeting of shareholders of the company to authorize the board of directors or the person authorized by the board of directors to handle all matters related to the issuance, including but not limited to:
(1) Within the scope permitted by relevant laws, regulations, normative documents and the articles of association, and in accordance with the regulatory policies of the CSRC, the examination and approval of this issuance and market conditions, as well as the issuance plan deliberated and approved by the general meeting of shareholders of the company, the company has full power to decide and be responsible for handling the relevant issues related to this issuance
