Securities code: Jiangsu Etern Company Limited(600105) securities abbreviation: Jiangsu Etern Company Limited(600105) Announcement No.: pro 2022013 bond Code: 110058 bond abbreviation: Yongding convertible bond
Jiangsu Etern Company Limited(600105)
Announcement on resolutions of the first extraordinary meeting of the ninth board of directors in 2022
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、 Meetings of the board of directors
(I) Jiangsu Etern Company Limited(600105) (hereinafter referred to as “the company”) the convening of the first extraordinary meeting of the ninth board of directors in 2022 complies with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
(II) the notice and materials of this meeting have been sent to all directors by mail and fax on March 4, 2022.
(III) the meeting was held in the conference room on the second floor of the company on March 7, 2022 by combining on-site and communication voting.
(IV) there are 7 directors who should attend the meeting, 7 directors who actually attend the meeting, and no directors absent from the meeting.
(V) the meeting was presided over by Chairman Mo Siming, and the company’s supervisors, Secretary of the board of directors and some senior executives attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) deliberating and passing the proposal on adjusting the company’s non-public stock development plan item by item;
In view of the company’s current actual situation and changes in the market environment, after careful consideration, the company, in accordance with relevant laws, regulations and normative provisions such as the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, and the Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised), Adjust the issuance plan of this non-public offering of A-Shares (hereinafter referred to as “this offering” or “this non-public offering”). The specific contents of the adjusted scheme are as follows:
(1) Types and par value of non-public 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 result: 7 affirmative votes; No negative vote; There were no abstentions.
(2) Issuing method and time
All the shares issued this time are non-public issued to specific objects, and the company will choose an appropriate time to implement it within the validity period of obtaining the approval of the CSRC on this issuance.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(3) Issuing object and subscription method
The issuance objects of the company’s non-public offering of shares are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions of the CSRC. 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 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 will subscribe for the shares of this non-public offering in RMB cash.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(4) Issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period. The issuance price shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. “the issuance reserve price of this issuance”).
The average trading price of the company’s A-Shares 20 trading days before the pricing benchmark date = the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date / the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date. In case of ex right and ex interest matters such as cash dividends, bonus shares and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this non-public offering of shares will be adjusted accordingly. The adjustment formula is:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend paid per share, n is the number of bonus shares or converted share capital per share, and P1 is the issue price after adjustment.
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of this issuance according to the inquiry results in accordance with the provisions of laws, regulations and normative documents after obtaining the issuance approval documents of the CSRC.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(5) Number of issues
The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital of the company before this offering, i.e. no more than 423316813 shares (including this number). The final number of shares to be issued shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital before this non-public offering, or changes in the total share capital of the company before this offering due to other reasons, the number of shares in this non-public offering will be adjusted accordingly.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(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. If there are other provisions on the sales restriction period in laws, regulations, rules and normative documents, such provisions shall prevail. After the expiration of the restriction period, it 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 result: 7 affirmative votes; No negative vote; There were no abstentions.
(7) Disposal plan of accumulated profits before this non-public offering
The accumulated undistributed profits of the company before the non-public offering of shares shall be shared by the new and old shareholders after the completion of the offering.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(8) Listing location
The shares of this non-public offering will apply for listing on the Shanghai Stock Exchange.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(9) Purpose of raised funds
After deducting the newly invested and proposed financial investment from the six months before the resolution date of the board of directors to the issuance, the total amount of funds raised from the non-public offering of shares shall not exceed 1005 million yuan (including this amount). The net amount of funds raised after deducting relevant issuance expenses is intended to be used for the following items:
Unit: 10000 yuan
Project name project total investment amount proposed to use raised fund amount No
1. High end submarine cable, land cable and system supporting project 12541161 Shanghai Pudong Development Bank Co.Ltd(600000) 0
2 5g bearer network core optical chip, device, module, sub-69015463050000 System R & D and industrialization project
2.1 the project with an annual output of 15 million laser chips and 2.5 million 37540032050000 devices
2.2 project with annual output of 160000 AWG chips and modules 2135005500000
2.3 data center interconnection transmission system construction project (DCI 1012538500000 equipment)
3. Repayment of bank loan 10 Ping An Bank Co.Ltd(000001) 000000
Total 2044270710050000
The board of directors may adjust the investment amount of the raised funds of the above investment projects with the authorization of the general meeting of shareholders without changing the projects to be invested by the raised funds. If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds of the above projects, the insufficient part of the raised funds of the above projects shall be raised by the company itself. Before the funds raised from this non-public offering are in place, the company can invest with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place. Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
(10) Validity of resolution
The resolution on this non-public offering of shares shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
See the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) for specific adjustment Announcement on adjusting the company’s non-public development bank stock scheme (Announcement No.: pro 2022015).
Independent directors expressed independent opinions on the above matters.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation item by item. The matters related to this issuance still need to be approved by the CSRC, and the final plan approved by the CSRC shall prevail.
(II) deliberated and passed the proposal on the company’s plan for non-public development of shares (Revised Draft);
In view of the changes in the current market environment and in combination with the actual situation of the company, in accordance with 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, the standards for the content 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 and other relevant laws In accordance with the provisions of laws and 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 shares in Jiangsu Etern Company Limited(600105) 2021 (Revised Draft).
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Jiangsu Etern Company Limited(600105) on the revision of the stock plan of non-public development banks in 2021 (Announcement No.: pro 2022016) and the stock plan of non-public development banks in Jiangsu Etern Company Limited(600105) 2021 (Revised Draft) disclosed.
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors expressed independent opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（3） Deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company (Revised Draft);
In view of the company’s plan to adjust the investment projects and total amount of funds raised by this non-public offering of shares (including issuance expenses), the company has carefully analyzed the feasibility of the use of the raised funds and other related matters according to the specific arrangements for the use of the raised funds and the actual production and operation of the company, The feasibility analysis report on the use of funds raised by non-public development banks in Jiangsu Etern Company Limited(600105) 2021 (Revised Version) was prepared.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed Jiangsu Etern Company Limited(600105) 2021 feasibility analysis report on the use of funds raised by non-public development banks (Revised Version). Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors expressed independent opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（4） Deliberated and passed the proposal on the report on the use of the previously raised funds;
In accordance with the measures for the administration of securities issuance of listed companies, the provisions on the report on the use of previously raised funds (zjfz [2007] No. 500) and other relevant laws, regulations and normative documents, the company has prepared the report on the use of Jiangsu Etern Company Limited(600105) previously raised funds as of December 31, 2021, And entrusted Asia Pacific (Group) accounting firm (special general partnership) to review the above report and issued the verification report on the use of Jiangsu Etern Company Limited(600105) previously raised funds.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Disclosed report on the use of Jiangsu Etern Company Limited(600105) previously raised funds (Announcement No.: pro 2022017).
Voting result: 7 affirmative votes; No negative vote; There were no abstentions.
Independent directors expressed independent opinions on the matter.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
（5） Deliberated and passed the proposal on the filling measures for diluting the immediate shareholder income of non-public development banks and the commitments of relevant subjects (Revised Draft);
According to 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 public offering, refinancing and dilution of immediate return for major asset restructuring (China Securities Regulatory Commission)
