Securities code: Suzhou Nanomicro Technology Co.Ltd(688690) securities abbreviation: Suzhou Nanomicro Technology Co.Ltd(688690) Announcement No.: 2022018 Suzhou Nanomicro Technology Co.Ltd(688690)
Announcement on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through summary procedures
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. In accordance with the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other relevant provisions, Suzhou Nanomicro Technology Co.Ltd(688690) (hereinafter referred to as “the company”) held the seventh meeting of the second board of directors on March 9, 2022, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects and handle relevant matters through summary procedures, It is agreed to request the general meeting of shareholders to authorize the board of directors to issue shares with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the latest year to specific objects in a simple procedure. The authorization period is from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. The independent directors have expressed their independent opinions on the matter, and the proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The authorization matters of this issuance of shares to specific objects through simple procedures (hereinafter referred to as “this issuance”) include but are not limited to the following contents:
1、 Types and quantity of securities issued this time
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The total amount of funds raised from this issuance of shares shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year. The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue.
2、 Issuing method, issuing object and placement arrangement to original shareholders
The issuance of shares adopts the method of non-public offering to specific objects through simple procedures, and the issuing objects are specific objects with no more than 35 (including 35) such as legal persons, natural persons or other legal investment organizations that comply with the provisions of the regulatory authorities. 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. If a trust company is the issuing object, it can only subscribe with its own funds.
The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash. 3、 Pricing method or price range
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company’s shares in the 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 company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date). If the issuing object is under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation), the relevant issuing object will not participate in the inquiry process of this issuance pricing, but will accept the bidding results of other issuing objects and subscribe for the shares of this issuance at the same price as other issuing objects.
During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issuance reserve price of this issuance will be adjusted accordingly. The final issue price will be determined by the board of directors of the company through consultation with the lead underwriter according to the inquiry results in accordance with relevant regulations after being authorized by the general meeting of shareholders. Shares issued to specific objects shall not be transferred within six months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance. The shares obtained by the issuing object from the shares issued by the listed company to specific objects and derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
4、 Amount and purpose of raised funds
The company plans to use the raised funds for projects related to the company’s main business and supplement working capital. The proportion used to supplement working capital shall comply with the relevant provisions of the regulatory authorities. Meanwhile, the use of raised funds shall comply with the following provisions:
1. Should invest in business in the field of scientific and technological innovation;
2. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; 3. The raised funds shall not be used for financial investment or invested directly or indirectly in companies whose main business is the trading of securities;
4. After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
5、 Accumulated profit arrangement before issuance
After the issuance of shares, the accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
6、 Listing location
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
7、 Validity of resolutions
This authorization starts from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
8、 Authorization of the board of directors to handle specific matters of this issuance
(I) confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures
The general meeting of shareholders is requested to authorize the board of directors to conduct self-examination and demonstration on the actual situation and relevant matters of the company in accordance with 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 and registration of companies listed on the science and Innovation Board (for Trial Implementation) and other laws, regulations, normative documents and the articles of association, And confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures.
(II) other authorized matters
Authorize the board of directors to fully handle all matters related to this offering, including but not limited to:
1. In accordance with relevant laws and regulations, normative documents or the provisions or requirements of the securities regulatory authorities, and on the premise of confirming that the company meets the conditions for the issuance of shares, determine the specific scheme of the issuance and handle the specific implementation of the issuance scheme, including but not limited to the implementation time, issuance quantity, issuance price, issuance object, specific subscription method, subscription proportion The scale of raised funds and other matters related to the issuance plan; 2. Handle matters related to the construction of the investment project of the raised funds and the use of the raised funds, and in accordance with relevant laws and regulations, normative documents and resolutions made by the general meeting of shareholders, and in combination with the implementation, actual progress, actual amount of raised funds and other actual conditions of the securities market and the investment project of the raised funds, Adjust the investment projects of raised funds and their specific arrangements;
3. Handle the application for this issuance, including but not limited to making, modifying, signing, submitting, supplementing, submitting, executing and announcing the materials related to this issuance according to the requirements of the regulatory authorities, replying to the feedback of the relevant regulatory authorities, and handling the information disclosure related to this issuance according to the regulatory requirements;
4. Sign, modify, supplement, submit, report and execute all agreements related to this offering, including but not limited to the share subscription agreement, major contracts and important documents related to the raised funds;
5. Establish a special account for the raised funds of this issuance and handle matters related to the use of the raised funds;
6. According to relevant laws and regulations, regulatory requirements and the issuance, handle the registration or filing of changes in registered capital and industrial and commercial changes involved in the articles of Association;
7. After the completion of this offering, handle the registration, locking and listing of new shares in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd;
8. If there are new provisions or policies in the laws, regulations and normative documents related to this issuance, changes in the market or other specific requirements of the securities regulatory authorities, the specific scheme of this issuance shall be adjusted accordingly according to the new provisions and requirements;
9. Decide and hire the relevant securities service intermediaries for this offering, and handle other matters related thereto;
10. In case of force majeure or other circumstances sufficient to make the issuance difficult to implement, or although it can be implemented, it will bring adverse consequences to the company, it shall decide to postpone the implementation or terminate the issuance plan in advance at its discretion; 11. Handle other matters related to this offering within the scope permitted by laws and regulations, normative documents and the articles of association.
9、 Risk tips
The disclosure of the company’s request to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects in a simple procedure does not represent the substantive judgment, confirmation or approval of the approval and registration departments on matters related to the issuance. The authorized matters mentioned in the proposal are yet to be deliberated and approved by the 2021 annual general meeting of shareholders of the company. The specific issuance plan and implementation of the company’s issuance of shares to specific objects through simple procedures will be reviewed and approved by the board of directors authorized by the annual general meeting of shareholders, and the application documents will be submitted to the Shanghai Stock Exchange within the specified time limit, submitted to the Shanghai stock exchange for examination and registration with the China Securities Regulatory Commission. Please pay attention to investment risks.
It is hereby announced.
Suzhou Nanomicro Technology Co.Ltd(688690) board of directors March 11, 2022
