Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) Announcement No.: 2021-105 convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Announcement of resolutions of the 21st Meeting of the second 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
The 21st Meeting of the second board of directors of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as "the company") was held by means of communication on the morning of December 29, 2021. The notice of the meeting was sent by e-mail on December 24, 2021. The meeting was presided over by Mr. Pan Longquan, chairman of the board. There were 9 directors and 9 directors. The convening and convening procedures of the meeting were in accordance with the requirements The company law of the people's Republic of China, the articles of association and other relevant provisions, and the resolutions of the meeting are legal and valid.
2、 Deliberations of the board meeting
(i) The proposal on the prediction of the company's daily connected transactions in 2022 was reviewed and adopted
The company expects that the total amount of related party transactions with related parties due to daily business needs in 2022 will not exceed RMB 15.4 million. Related directors Mr. Pan Longquan, Ms. Zhang Tong, Mr. Ke Zuqian and Mr. Hu Yian avoided voting.
For details, see the announcement on the forecast of daily connected transactions in 2022 (Announcement No.: 2021-107) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on the same day.
Voting results: 5 in favor, 4 in avoidance, 0 against and 0 abstention.
Independent directors have expressed their prior approval opinions and independent opinions with explicit consent.
（2） The proposal on the company's application for bank credit line in 2022 was reviewed and adopted
In order to ensure that the company completes the annual business plan and objectives, according to the company's 2022 annual capital plan, The company (including wholly-owned subsidiaries) plans to apply to the bank for a total amount of no more than RMB 4.5 billion Comprehensive credit line (including the credit line of wholly-owned subsidiaries). The above credit line is not equal to the actual financing amount of the company and subsidiaries. The actual financing amount shall be within the credit line, and shall be subject to the actual financing amount between the bank and the company and subsidiaries. The specific financing amount will be reasonably determined according to the actual needs of the working capital of the company and subsidiaries. Within the credit period, the credit The quota can be recycled.
The board of directors authorizes the management of the company and its subsidiaries to independently decide to sign relevant legal documents on credit financing with various banking institutions in the name of the company and its subsidiaries within the above credit line, And authorize the chairman of the company and its subsidiaries or their authorized persons to sign relevant legal documents within the above credit and financing line with various banking institutions (including but not limited to signing credit, loan contract, pledge / mortgage contract and other legal documents).
For details, see the announcement on applying for bank credit line in 2022 (Announcement No.: 2021-108) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
（3） The proposal on the company's investment in the new production base of new energy parts was reviewed and approved. The company plans to invest in the new production base of new energy parts in the south of No. 159, Jiangjun Avenue, Jiangning Economic Development Zone, Nanjing (the specific location and area shall be subject to the approval of the planning and Resources Department), with a total investment of about 502294800 yuan.
For details, see the announcement on the company's investment in the new production base of new energy parts (Announcement No.: 2021-109) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
（4） The proposal on European subsidiaries applying for project loans from banks and being guaranteed by the company was deliberated and adopted
Chervon auto precision technology (Europe) limited capability company (hereinafter referred to as "European subsidiary"), a wholly-owned subsidiary of the company ）In order to meet the needs of European production base project construction and business development, it is proposed to apply for a loan from the bank in the form of project loan, and the company provides joint and several liability guarantee for it, with the guarantee amount not exceeding 40 million euros. Meanwhile, the European subsidiary will add the real estate and land use right under its name for mortgage guarantee according to the project construction progress and the handling progress of real estate ownership certificate. The specific mortgage details shall be subject to the contract signed between the European subsidiary and the bank.
Within the above limit, the specific guarantee method and guarantee period shall be subject to the formal agreement or contract actually signed between the company and the European subsidiary and the bank, and the specific approval limit of project loan shall be subject to the final approval limit of the bank. After the bank limit is approved, the European subsidiary will apply to the bank for project loan according to the actual demand. The board of directors of the company authorizes the chairman and management of the company and its European subsidiaries to handle this guarantee within the above limit on behalf of the company and its European subsidiaries, and sign relevant legal documents.
For details, see the announcement on European subsidiaries applying for project loans from banks and being guaranteed by the company (Announcement No.: 2021-110) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors have expressed their independent opinions with explicit consent.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（5） The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted In order to improve the use efficiency of the raised funds, on the premise of not affecting the construction of the investment projects of the raised funds and ensuring the safety of the raised funds, the company plans to use the idle raised funds of no more than RMB 100 million to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
For details, see the announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2021-111) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) and China Securities Journal, Shanghai Securities News, securities times and Securities Daily on the same day.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors expressed their independent opinions with explicit consent, and the recommendation institution China International Capital Corporation Limited(601995) issued verification opinions.
（6） The proposal on the company's compliance with the conditions for non-public development of A-Shares was deliberated 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 the measures for the administration of securities issuance by listed companies Detailed rules for the implementation of non-public offering of shares by listed companies and Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies (Revised Version) According to the provisions of relevant laws, regulations and normative documents, through the self-examination of the actual situation of the company item by item, it is confirmed that the company complies with the provisions on non-public offering of shares in current laws, regulations and normative documents, and has the qualifications and conditions for non-public offering of domestic listed RMB common shares (A shares) to specific objects.
Voting results: 9 in favor, 0 against and 0 abstention.
（7） The proposal on the company's non-public development of A-share scheme was deliberated and adopted one by one
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of securities issuance by listed companies According to the requirements for non-public offering of A-Shares in relevant laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering 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), the company has prepared this non-public offering of A-Shares (hereinafter referred to as "this offering" or "This non-public offering"). The specific contents are as follows: (1) type and par value of issued shares
The type of shares in this non-public offering 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
This non-public offering adopts the method of non-public offering to specific objects. The company will choose an opportunity to issue within the validity period of the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on this 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 (including 35) specific investors. The objects of this issuance are securities investment fund management companies, securities companies, finance companies, asset management companies, insurance institutional investors, trust companies, qualified foreign institutional investors, RMB qualified foreign institutional investors and other qualified investors in accordance with laws and regulations If a fund management company, securities company, qualified foreign institutional investor or RMB qualified foreign institutional investor subscribes for more than two products under its management, it shall be regarded as one issuance object. As the issuing object, trust companies can only subscribe with their own funds.
The final issuing object will be approved by the CSRC after this non-public offering, The general meeting of shareholders of the company shall authorize the board of directors and its authorized persons to work with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders according to the subscription quotation of the issuer in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents. All issuers shall subscribe for the shares of this non-public offering in cash and at the same price.
Voting results: 9 in favor, 0 against and 0 abstention.
The issuance quantity of this non-public offering will be determined according to the total amount of raised funds divided by the issuance price, and shall not exceed 30% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering. As of the date of announcement of this plan, the total share capital of the company is 201415700 shares. Based on this calculation, the number of shares issued in this non-public offering does not exceed 60424710 shares (including this number).
During the period from the announcement date of the resolution of the first board of directors of this non-public offering to the issuance date, if the company has ex rights matters such as share distribution, share allotment, conversion of capital reserve into share capital, or changes in share capital caused by registration of restricted shares, repurchase and cancellation of restricted shares, conversion of convertible bonds into shares, the upper limit of the number of shares issued this time will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange.
The final issuance quantity will be within the above-mentioned upper limit of the issuance quantity after the company obtains the approval and reply of the CSRC on the issuance in accordance with the authorization of the general meeting of shareholders, It shall be determined through consultation with the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the issuance. If the CSRC and other regulatory authorities adjust the number of the above issuance, the approved data shall prevail. The voting result: 9 votes in favor, 0 votes against and 0 abstention.
(5) Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issuance price of this non-public offering shall not be lower than 80% (i.e. "issuance reserve price") 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).
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.
The final issue price of this non-public offering will be determined by the board of directors and its authorized persons authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object and the principle of price priority after the non-public offering has been approved by the CSRC.
During the period from the pricing base date of this offering to the issue date, if the company distributes cash dividends, shares or capital reserve converted into share capital, the issue price of this non-public offering will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange").
Voting results: 9 in favor, 0 against and 0 abstention.
(6) Amount and purpose of raised funds
The total amount of funds raised (including issuance expenses) in this non-public offering shall not exceed RMB 2283607400 (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
Project name total investment (10000 yuan) proposed fund raised (10000 yuan)
1 high end Auto Parts Intelligent Manufacturing Project 100273.0083564.00 (phase II)
2. European production 43827.2337912.26 base project for intelligent manufacturing of auto parts
3 new energy parts production base project 46437.4838884.48
4. Supplement working capital and repay loan 68000.00
