Securities code: 002121 securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2021124 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement of resolutions of the fifth (Interim) meeting of the eighth board of supervisors
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The 5th meeting of the 8th board of supervisors of Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") (Interim) the notice of the meeting was sent to all supervisors by e-mail and personal delivery on December 22, 2021. The meeting was held by on-site voting in the administrative conference room of the company on December 28, 2021. There were 3 supervisors who should vote and 3 supervisors who actually voted. The meeting was presided over by Mr. Chen Yedong, chairman of the board of supervisors. The meeting was convened The convening and voting procedures shall comply with the company law of the people's Republic of China and the articles of association.
After careful deliberation by the attending supervisors, the following proposals were considered and adopted:
1、 The proposal on Shenzhen Clou Electronics Co.Ltd(002121) meeting the conditions for non-public development of shares was deliberated and adopted;
In accordance with 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other normative legal documents, the board of directors of the company has been in accordance with the relevant qualifications of non-public offering of shares by listed companies The company has conducted a self-examination according to the requirements of the conditions, and it is considered that the company meets the requirements of the above relevant laws and regulations and meets the conditions for non-public offering of shares.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on Shenzhen Clou Electronics Co.Ltd(002121) non-public development of shares >;
(1) Type and par value of shares issued
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
(2) Method and time of issuance
This offering is in the form of non-public offering and will be issued to specific objects at an appropriate time within 12 months from the date of approval by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
(3) Pricing base date, pricing principle and issue price
The pricing benchmark date of this offering is the first day of the offering period. The general meeting of shareholders authorizes the board of directors to determine and announce the pricing method of the issuance price according to the market conditions after obtaining the approval of the issuance of CSRC on the premise of meeting the requirements of relevant laws and regulations and securities regulatory authorities: the issuance price shall not be less than 80% of the average trading price of the company's A-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.
The final issue price shall be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the relevant provisions of the CSRC after the issuance is approved by the CSRC in accordance with the authorization of the general meeting of shareholders.
If the company has 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 price of the non-public offering of shares will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
(4) Issuing object and subscription method
The issuing objects of this issuance are no more than 35 specific objects in compliance with the provisions of the CSRC, including Shenzhen capital operation group Co., Ltd. The specific objects must be securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, asset management companies, qualified overseas institutional investors, other institutional 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 with more than two products under their management shall be regarded as one issuance object. If a trust and investment company is the issuing object, it can only subscribe with its own funds. After the issuance application is approved by the CSRC, the final issuing object will follow the principle of price priority according to the subscription quotation of the issuing object, The board of directors shall negotiate with the sponsor (lead underwriter) of this issuance within the scope authorized by the general meeting of shareholders. All the issuing objects of this issuance subscribe for the shares of this issuance in cash and at the same price.
Voting results: 3 in favor, 0 against and 0 abstention.
(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, and shall be subject to the approval document of the CSRC on this offering. As of the disclosure date of this announcement, the total share capital of the company is 1408349147 shares. Based on this calculation, The number of shares in this non-public offering shall not exceed 422504744 shares (including 422504744 shares). After the issuance is approved by the CSRC, the board of directors of the company shall negotiate with the sponsor (lead underwriter) of this offering according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance.
Shenzhen capital operation group Co., Ltd. intends to participate in the issuance and subscription in cash, In principle, the subscription amount shall not exceed 540 million yuan (including this amount), and the shareholding ratio of the subscription amount shall not be diluted after the issuance (that is, the shareholding ratio of Shenzhen capital operation group Co., Ltd. shall not be less than 24.26% after the issuance). The subscription amount is the subscription amount divided by the actual issuance price, and the mantissa of less than 1 share shall be rounded off.
Shenzhen capital operation group Co., Ltd. does not participate in the market inquiry process of this offering pricing, but promises to accept the market inquiry results and subscribe at the same price as other investors. If the issue price cannot be generated through inquiry, Shenzhen capital operation group Co., Ltd. promises to participate in the subscription at the issue base price (80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date) as the subscription price.
If the company's shares are subject to ex rights and ex interests such as dividend distribution, share distribution, conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, as well as changes in the total share capital before issuance due to the implementation of employee equity incentive and other matters by the company, the issuance amount of this issuance shall be adjusted accordingly. The final issuance quantity shall 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 the non-public offering according to the actual situation at the time of issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
(6) Restricted period
After the completion of this non-public offering, the shares subscribed by Shenzhen capital operation group Co., Ltd. shall not be transferred within 18 months from the date of completion of the offering, and the shares subscribed by other issuing objects shall not be transferred within 6 months from the date of completion of the offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares derived from the shares obtained by the issuing object based on the non-public offering shall also comply with the above share locking arrangements in the form of bonus shares, capital reserve converted into share capital, etc. After the end of the restricted sale period, it will be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(7) Listing location
The non-public offering of A-Shares will be listed and traded in Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(8) Purpose of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed 2200 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used for the following items:
Unit: 10000 yuan
Project name total investment amount of proposed raised funds
Energy storage system construction project with an annual output of 6gwh 67096.2351684.90 1 product expansion project
Project 1.2 17987.9917131.42 project for expansion and construction of 5GW energy storage converter per year
2.1 new type smart meter product construction project 35954.6022931.00 power system
Key production 2.2 measurement and testing product construction project 5080.444225.72 2 product industry
Upgrade item 2.3 construction project of 15204.5613610.30 automatic inspection, storage and distribution system of metering products
3 integrated energy system integration industrialization project 19834.5018890.00
4. Kelu enterprise technology center upgrading project 35619.4025526.66
5. Supplementary working capital 66000.0066000.00
Total 262777.72220000.00
The part of the total project investment higher than the proposed investment amount of the raised funds shall be raised by the company itself. Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual progress of the investment project with raised funds, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the actual amount of funds raised (after deducting the issuance expenses) less than the total amount of the 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 and priorities of the raised funds and the specific investment amount of each project according to the actual amount of the raised funds and the priorities of the projects. The insufficient part of the raised funds shall be raised by the company itself No.
Voting results: 3 in favor, 0 against and 0 abstention.
(9) Accumulated undistributed profit arrangement
The accumulated undistributed profits before the non-public offering shall be shared by the new and old shareholders after the completion of the non-public offering.
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 needs to be submitted to the general meeting of shareholders for deliberation.
3、 The proposal on the plan for non-public development of A-Shares in 2021 was considered and adopted;
See http://www.cn.info.com.cn.cn on December 30, 2021 for details of Shenzhen Clou Electronics Co.Ltd(002121) 2021 plan for non-public development of a shares.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2021 was deliberated and adopted;
See http://www.cn.info.com.cn.cn on December 30, 2021 for details of the feasibility analysis report on the use of funds raised by non-public development banks in 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
5、 The proposal on the special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds was deliberated and adopted;
The board of supervisors reviewed the special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds and considered that the report complied with the provisions of relevant format guidelines and truthfully reflected the actual use of the company's previously raised funds.
The special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds and the authentication report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds issued by Dahua Certified Public Accountants (special general partnership) are detailed on cninfo.com.cn on December 30, 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
6、 The proposal on diluting immediate return, filling measures and commitments of relevant subjects of non-public Development Bank shares of the company was deliberated and adopted;
According to the relevant requirements of 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) issued by the general office of the State Council, in order to ensure that small and medium-sized investors are informed
