Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) Announcement No.: 2021-106 convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Announcement of resolutions of the 17th meeting of the second board of supervisors
The board of supervisors and all supervisors 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 supervisors
Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as "the company") ）The 17th meeting of the second board of supervisors was held by means of communication on the afternoon of December 29, 2021. The notice of this meeting was sent to all supervisors by e-mail on December 24, 2021. Mr. Huang Minda, chairman of the board of supervisors, presided over the meeting. Three supervisors should be present at the meeting and three actually present. The convening and convening procedures of this meeting comply with 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 effective.
2、 Deliberation at the meeting of the board of supervisors
(i) The proposal on temporary replenishment of working capital by using some idle raised funds was deliberated and adopted. The board of supervisors held that the company used some idle raised funds to temporarily replenish working capital and fulfilled the necessary approval procedures, which was conducive to improving the use efficiency of raised funds and did not affect the implementation of investment projects with raised funds and the normal operation of the company, There is no change in the purpose of the raised funds in a disguised form, and there is no damage to the interests of the company and minority shareholders, which meets the requirements of relevant laws and regulations. It is agreed that the company use idle raised funds of no more than RMB 100 million to temporarily supplement working capital.
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: 3 in favor, 0 against and 0 abstention.
（2） The proposal on nominating the candidate of shareholder representative supervisor of the second board of supervisors was reviewed and adopted
Mr. Lu Xiaobing applied to resign from the post of shareholder representative supervisor of the second session of the board of supervisors due to job transfer. The board of supervisors nominated Ms. Lin Yingqing (attached with resume) as the candidate of shareholder representative supervisor of the second session of the board of supervisors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the second session of the board of supervisors.
For details, see the announcement on resignation of supervisors and by election of new supervisors (Announcement No.: 2021-116) 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: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
（3） 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: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（4） 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: 3 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: 3 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: 3 in favor, 0 against and 0 abstention.
(4) Number of issues
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: 3 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: 3 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-raising No. (10000 yuan)
1 high end Auto Parts Intelligent Manufacturing Project (phase II) 100273.0083564.00
2 European production base project for intelligent manufacturing of auto parts 43827.2337912.26
3 new energy parts production base project 46437.4838884.48
4. Supplement working capital and repay loan 68000.0068000.00
Total 258537.71228360.74
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised is less than the above amount of funds to be invested, the board of directors and its authorized persons of the company will, within the scope of the above investment projects with raised funds, according to the actual situation such as the progress of the investment projects with raised funds and the demand for funds, based on the actual net amount of funds raised and on the premise of compliance with relevant laws and regulations, Adjust and finally determine the specific investment projects and priorities of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised in this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the provisions of relevant laws and regulations after the raised funds are in place.
Voting results: 3 in favor, 0 against and 0 abstention.
(7) Restricted period
After the completion of this non-public offering, the shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. The shares derived from the company's non-public offering shares obtained by the issuing object due to the company's share distribution, share allotment, conversion of capital reserve into share capital and other circumstances shall also comply with the above share locking arrangements. After the end of the restricted sale period, the transfer and transaction of the shares subscribed by the issuing object for this issuance shall be handled in accordance with the laws and regulations in force at that time and the rules of Shanghai Stock Exchange.
If the CSRC or the Shanghai Stock Exchange has new system rules or requirements for the above-mentioned restricted period arrangement, the above-mentioned restricted period arrangement will be revised and implemented in accordance with the new system rules or requirements of the CSRC or the Shanghai Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(8) Arrangements for the company's accumulated undistributed profits before the issuance
The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders of the company according to their shareholding ratio after the completion of the non-public offering.
Voting results: 3 in favor, 0 against and 0 abstention.
(9) Listing location
The shares of this non-public offering are planned to be listed and traded on the Shanghai Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(10) Validity of resolution
The resolution of this non-public offering shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders 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.
（5） The proposal on the company's plan for non-public development of A-Shares was deliberated and adopted
For details, see the plan for non-public development of A-Shares published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（6） The proposal on the feasibility report on the use of funds raised by non-public Development Bank A-Shares of the company was deliberated and adopted
For details, see the feasibility report on the use of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) non-public Development Bank A-share raised funds published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（7） The proposal on the report on the use of the company's previously raised funds was deliberated and adopted
For details, see the special report on the use of Nanjing Chervon Auto Precision Technology Co.Ltd(603982) previously raised funds (Announcement No.: 2021-113) published on the website of Shanghai Stock Exchange (www.sse. Com.. CN) on the same day.
Voting results: 3 in favor and 0 against
