Securities code: 002694 securities abbreviation: Goody Science & Technology Co.Ltd(002694) Announcement No.: 2021-030 Goody Science & Technology Co.Ltd(002694)
Announcement on resolutions of the 10th meeting of the 4th 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.
The tenth meeting of the Fourth Board of directors of Goody Science & Technology Co.Ltd(002694) (hereinafter referred to as ” Goody Science & Technology Co.Ltd(002694) ” and “the company”) was held by means of communication voting on December 29, 2021, and the meeting notice was sent by fax and e-mail on December 28, 2021. There were 9 voting directors and 9 actual voting directors at this meeting. The convening and holding of this meeting met the requirements Relevant provisions of the company law of the people’s Republic of China and the articles of association. After deliberation and written voting, the meeting formed the following resolutions:
1、 The proposal on the company’s compliance with the conditions for non-public development of shares was deliberated and adopted
According to 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 securities issuance of listed companies and other laws and regulations, the board of directors of the company, through self-examination, considers that the company complies with the provisions of current laws and regulations and relevant normative documents on non-public issuance of shares, and has the qualifications and conditions for non-public issuance of shares by listed companies.
Voting results: 9 in favor, 0 against and 0 abstention
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s non-public development of shares was deliberated and adopted
The meeting voted on the proposal of the company’s proposed non-public offering of shares one by one.
1. Type and par value of issued shares
The type of shares in this non-public offering is 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. Method and time of issuance
All the shares issued this time shall be issued to specific objects in a non-public manner. After being approved by the CSRC, they shall be issued at an appropriate time in accordance with the relevant provisions of the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The issuing object is wanyang group, which is fully subscribed in cash.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Issue price and pricing principle
The pricing benchmark date of the company’s non-public offering of shares is the announcement date of the resolution of the 10th meeting of the Fourth Board of directors.
The issue price of this issue is 2.82 yuan / share, The issue price shall not be lower than the average stock trading price of 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date). If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issue date, the issue price will be adjusted accordingly Should be adjusted.
Cash dividend distribution: 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 distributed per share, n is the number of bonus shares or converted share capital per share, and the issue price after adjustment is P1.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Number and amount of shares issued
The number of shares to be issued this time shall not exceed 165888000 (inclusive), not exceed 30% of the total share capital of the company before this issuance, and the total amount of funds raised shall not exceed 467804160.00 yuan (inclusive), which shall be subject to the number of shares approved by the CSRC.
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance quantity of this issuance will be adjusted accordingly. If the amount of funds to be raised or the number of shares to be issued in this issuance is reduced due to changes in regulatory policies or the requirements of issuance approval documents, the number of shares to be issued by the company will be adjusted accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Arrangement of sales restriction period
After the completion of this offering, the shares of this offering subscribed by Wanyang Group Co., Ltd. shall not be transferred within 18 months from the date of completion of the offering. After the lock-in period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
After the end of this non-public offering to specific objects, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Total amount and purpose of raised funds
The total amount of funds raised in this issuance shall not exceed 467804160.00 yuan. The net amount of funds raised after deducting the issuance expenses will be used to supplement working capital and repay bank loans.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Accumulated profit arrangement before this non-public offering
After the completion of this non-public offering, new and old shareholders will have the right to share the accumulated undistributed profits of the company before the completion of this non-public offering according to the shareholding ratio.
Voting results: 9 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 after the expiration of the sales restriction period. Voting results: 9 in favor, 0 against and 0 abstention.
10. Term of validity of the resolution on this non-public offering
The validity period of this non-public offering resolution is 12 months from the date of deliberation and approval by the general meeting of shareholders. If the company has obtained the approval document of the CSRC for this offering within this validity period, the validity period will be automatically extended to the completion date of this offering.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of shares was reviewed and adopted
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the relevant provisions of the articles of association, in order to successfully implement the non-public offering of shares, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to fully handle matters related to the offering, including but not limited to:
1. Authorize the board of directors to formulate and implement the specific plan for the non-public offering of shares in accordance with national laws and regulations, relevant provisions of the securities regulatory authorities and resolutions of the general meeting of shareholders of the company, including the timing of the offering, the number of issues and the scale of raised funds, the starting and ending date of the offering, the offering price and the selection of the issuing object, Specific subscription methods and other matters related to issuance and listing;
2. Authorize the board of directors to decide and hire intermediaries participating in the non-public offering of shares and sign all agreements and documents related to the offering and equity subscription, including but not limited to underwriting agreement, recommendation agreement, agreement on employing intermediaries, etc;
3. Authorize the board of directors to handle the declaration, issuance and listing of the non-public offering of shares, including but not limited to making, modifying, signing and submitting relevant declaration, issuance, listing documents and other legal documents; 4. In case of changes in laws, regulations and other normative documents and the policies of China’s securities regulatory authorities on non-public offering of shares, or changes in market conditions, authorize the board of directors to make corresponding adjustments to the non-public offering plan and other related matters;
5. Authorize the board of directors to adjust the specific arrangements for the investment projects with raised funds within the scope of the resolutions of the general meeting of shareholders;
6. Authorize the board of directors to sign the share subscription agreement or other relevant legal documents with the investors as the object of this offering within the scope of the non-public offering plan approved by the general meeting of shareholders on the premise of meeting the regulatory requirements of the CSRC and other regulatory authorities;
7. Authorize the board of directors to modify the relevant provisions of the articles of association according to the actual results of the non-public offering of shares, and timely handle the relevant industrial and commercial registration changes and the registration, restriction and listing of the issued shares in the securities registration and Clearing Company;
8. Authorize the board of directors to sign, modify, report and implement the agreements, contracts, application documents and other relevant legal documents related to the stock issuance, non-public offering of shares and investment projects with raised funds, and handle the relevant application procedures for approval and other relevant issuance applications;
9. According to the requirements of relevant competent authorities and the actual situation of the securities market, authorize the board of directors to adjust the specific arrangements of the raised funds within the scope of the resolutions of the general meeting of shareholders;
10. Authorize the board of directors to handle other matters related to the non-public offering;
11. The above authorization shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on the company’s non-public stock development plan was deliberated and adopted
The plan for Goody Science & Technology Co.Ltd(002694) non-public development of shares was reviewed and approved.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company was deliberated and adopted
The feasibility analysis report on the use of funds raised by non-public development banks of the company was reviewed and adopted. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
6、 The notes on the company’s need not to prepare the report on the use of the previously raised funds was reviewed and adopted. The time of receipt of the company’s previously raised funds has exceeded five fiscal years. According to the relevant provisions of the provisions on the report on the use of the previously raised funds (zjfz [2007] No. 500 document of China Securities Regulatory Commission, The company does not need to prepare a report on the use of the previously raised funds for this non-public offering of shares.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on signing a conditional and effective share subscription agreement between the company and the non-public Development Bank object was deliberated and adopted
The non-public offering of shares is carried out by means of non-public offering to specific objects. The company will issue 165888000 shares to Wanyang Group Co., Ltd.
According to Article 12 of the detailed rules for the implementation of non-public offering of shares by listed companies, the company has signed the Goody Science & Technology Co.Ltd(002694) 2021 conditional effective share subscription contract for non-public offering of A-Shares with the subscribers of this offering, which stipulates that the number, subscription price, subscription method and sales restriction period of subscribed shares comply with relevant laws and regulations.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on related party transactions involved in the subscription of non-public Development Bank shares by subscribers was deliberated and adopted
After the completion of this non-public offering, Wanyang Group Co., Ltd. holds 165888000 shares of the listed company. At the same time, Shanxi Shengnong issued a letter of commitment to give up its voting rights, promising that within 36 months from the date of successful issuance of non-public shares and during the period when wanyang group is the largest shareholder of Goody Science & Technology Co.Ltd(002694) , Give up the voting rights corresponding to 70447104 shares of the listed company (accounting for 9.80% of the total shares of the listed company after this issuance, hereinafter referred to as “waived shares”) (hereinafter referred to as “waiver of voting rights”) ）。 After the completion of this non-public offering, the proportion of shares held by wanyang group in the listed company is 23.08%, and the proportion of voting shares in all voting shares reaches 25.58%, which will become the controlling shareholder of the listed company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Wanyang Group Co., Ltd. constitutes a related party of the listed company, and this non-public offering constitutes a related party transaction.
The subscription of the non-public offering shares of the company by the above-mentioned entities constitutes a related party transaction.
At the same time, the independent directors also expressed their opinions approved in advance on related party transactions. When the board of directors made a resolution, the independent directors also expressed their independent opinions on related party transactions.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on diluting the immediate return and filling the return measures of non-public development banks’ A-share shares and the commitments of relevant subjects was deliberated and adopted
The proposal on diluting the immediate return and filling the return measures of non-public development banks’ A-share shares and the commitments of relevant subjects were considered and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
10、 The Convention on
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Proposal for
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The motion of the. Voting results: 9 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
11、 The proposal on not holding the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The proposal on the deliberation of this non-public offering of shares needs to be deliberated at the general meeting of shareholders, and the board of directors decides not to convene the company’s interim general meeting for deliberation. The time and place of the shareholders’ meeting will be notified separately.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
