Securities code: 300655 securities abbreviation: Crystal Clear Electronic Material Co.Ltd(300655) Announcement No.: 2022-001
Bond Code: 123031 bond abbreviation: Jingrui convertible bond
Bond Code: 123124 bond abbreviation: jingruizhuan 2
Crystal Clear Electronic Material Co.Ltd(300655)
Announcement of resolutions of the 56th 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 56th meeting of the second board of directors of Crystal Clear Electronic Material Co.Ltd(300655) (hereinafter referred to as “the company”) was held in the company’s conference room on January 3, 2022 by means of communication and on-site meeting. The meeting of the board of directors was unanimously agreed by all directors to waive the notice period of the meeting, and the meeting was notified by telephone and e-mail on January 2, 2022. The meeting was convened and presided over by Mr. Wu Tianshu, chairman of the company. There were 9 directors who should attend the meeting, and 9 directors actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting shall comply with the provisions of relevant laws, regulations and the articles of association.
2、 Deliberations of the board meeting
(i) The proposal on adjusting the company’s scheme of issuing shares to specific objects through summary procedures in 2021 was deliberated and adopted one by one
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 and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, as well as the authorization of the 2020 annual general meeting of shareholders of the company, and in combination with the actual situation of the company and the relevant regulatory requirements of the CSRC, The company will adjust the number of shares issued, the total amount of funds raised and the purpose in the plan of issuing shares to specific objects through simple procedures. Except for the following adjustments, other contents of the company’s plan to issue shares to specific objects through simple procedures remain unchanged.
The specific contents of the adjustment of the issuance scheme are as follows:
1. Adjust the issuance quantity in this issuance scheme
Before adjustment:
The number of shares issued this time shall not exceed 6268083 (including this number), and shall not exceed 30% of the total share capital of the company before this issuance. The final number of shares issued shall be determined by the board of directors through consultation with the lead underwriter of this issuance according to the specific circumstances in accordance with the authorization of the 2020 annual general meeting of shareholders, The corresponding amount of raised funds shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year.
If the company’s shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued will be adjusted accordingly. The final number of shares issued shall be subject to the registration approval document of the CSRC on this issuance.
After adjustment:
The number of shares issued this time shall not exceed 5810032 (including this number), and shall not exceed 30% of the total share capital of the company before this issuance. The final number of shares issued shall be determined by the board of directors through consultation with the lead underwriter of this issuance according to the specific circumstances in accordance with the authorization of the 2020 annual general meeting of shareholders, The corresponding amount of raised funds shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year (the end of 2020).
If the company’s shares are distributed from the pricing base date to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before the issuance and the issuance price is adjusted due to other reasons, the upper limit of the number of shares issued will be adjusted accordingly. The final number of shares issued shall be subject to the registration approval document of the CSRC on this issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Adjust the total amount and purpose of the raised funds in the issuance plan
Before adjustment:
The total amount of funds to be raised in this offering shall not exceed (including) 260000082.84 yuan, not exceed 300 million yuan and not exceed 20% of the net assets at the end of the most recent year; The net amount of raised funds after deducting relevant issuance expenses will be used for the following items:
Unit: Yuan
No. project name total investment of the project and proposed investment amount of raised funds
1. Yangheng chemical has an annual output of 90000 tons and large-scale integration of 350143400.00193900000.00
No. project name total investment of the project and proposed investment amount of raised funds
Technical transformation project of semiconductor grade high purity sulfuric acid for circuit
(phase II)
2. Supplement working capital or repay bank loans 66100082.8466100082.84
Total 416243482.84260000082.84
Note: the total investment of the project in the table only indicates that Yangheng chemical has an annual output of 90000 tons of semiconductor grade high-purity sulfuric acid technical transformation project for VLSI (phase II), with a production capacity of 60000 tons / year.
If the net amount of funds actually raised from the issuance of shares is less than the needs of the above-mentioned project plans to invest in the raised funds, the insufficient part shall be raised by the company itself. Before the funds raised in this offering are in place, the company can invest with self raised funds according to the actual progress of the project, and replace the self raised funds with the raised funds after the raised funds are in place.
After adjustment:
The total amount of funds to be raised in this offering does not exceed (including) 241000127.36 yuan, does not exceed 300 million yuan, and does not exceed 20% of the net assets at the end of the most recent year (the end of 2020); The net amount of raised funds after deducting relevant issuance expenses will be used for the following items:
Unit: Yuan
No. project name total investment of the project and proposed investment amount of raised funds
Large scale integration of Yangheng chemical with an annual output of 90000 tons
1 technical transformation project of semiconductor grade high purity sulfuric acid for circuit 350143400.00193900000.00 (phase II)
2. Supplement working capital or repay bank loans 47100127.3647100127.36
Total 397243527.36241000127.36
Note: the total investment of the project in the table only indicates that Yangheng chemical has an annual output of 90000 tons of semiconductor grade high-purity sulfuric acid technical transformation project for VLSI (phase II), with a production capacity of 60000 tons / year.
If the net amount of funds actually raised from the issuance of shares is less than the needs of the above-mentioned project plans to invest in the raised funds, the insufficient part shall be raised by the company itself. Before the funds raised in this offering are in place, the company can invest with self raised funds according to the actual progress of the project, and replace the self raised funds with the raised funds after the raised funds are in place.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors and the board of supervisors respectively expressed their consent to the proposal.
（2） The proposal on agreeing to re sign the share subscription agreement with effective conditions with specific objects was deliberated and adopted one by one
According to the securities law of the people’s Republic of China and the measures for the administration of securities issuance and registration of companies listed on GEM (Trial)
According to the relevant provisions of laws and regulations and normative documents, as well as the authorization of the company’s 2020 annual general meeting of shareholders, the company officially launched the issuance on December 3, 2021. According to the final bidding results and the requirements of the subscription invitation, the company signed a share subscription agreement with effective conditions with the subscription object, It was deliberated and adopted at the 54th meeting of the second board of directors held on December 10, 2021. On December 24, 2021, the company held the 55th meeting of the second board of directors. In combination with the actual situation of the company and relevant regulatory requirements, the company adjusted the number of shares issued, the total amount and purpose of the raised funds in the scheme of issuing shares to specific objects in a simple procedure. In combination with the relevant regulatory requirements of the CSRC, the company has readjusted the number of shares issued, the total amount of funds raised and the purpose in the plan of issuing shares to specific objects in a simple procedure. Based on the above readjustment, the company intends to re synchronously adjust the number of allocated shares of each subscription object according to the allocation proportion considered and approved by the 55th meeting of the second board of directors of the company, and agrees to re sign the share subscription agreement with the subscription object with effective conditions according to the re adjusted number of allocated shares. The details are as follows:
Sequence allocation price final number of allocated shares (shares) final allocation amount (yuan)
The number of subscribe targets (yuan / stock) before adjustment is adjusted before adjustment.
1 noan Fund Management Co., Ltd. 41.481968676182481181660680.4875693160.28
2 Jinan Ruihe investment partnership 41.481154051106971747870035.4844371861.16 (limited partnership)
3 CAITONG Fund Management Co., Ltd. 41.48106353898581844115556.2440891730.64
4 Goldman Sachs (Goldman 41.481040909964843176905.3240021687.64sachs & Co. LLC)
5 Guo Weisong 41.481040909964843176905.3240021687.64
Total -62680835810032260000082.84241000127.36
1. Agree to re sign the Crystal Clear Electronic Material Co.Ltd(300655) 2021 share subscription agreement with effective conditions for issuing shares to specific objects through summary procedures with noan Fund Management Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
2. Agree to re sign the share subscription agreement with effective conditions for issuing shares to specific objects by summary procedure in Crystal Clear Electronic Material Co.Ltd(300655) 2021 with Jinan Ruihe investment partnership (limited partnership). Voting results: 9 votes in favor, 0 votes against and 0 abstention.
3. Agree to re sign the Crystal Clear Electronic Material Co.Ltd(300655) 2021 share subscription agreement with effective conditions for issuing shares to specific objects through summary procedures with CAITONG Fund Management Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
4. Agree to re sign the Crystal Clear Electronic Material Co.Ltd(300655) 2021 share subscription agreement with effective conditions for issuing shares to specific objects in summary procedure with Goldman Sachs & Co. LLC
Voting results: 9 in favor, 0 against and 0 abstention.
5. Agree to re sign the share subscription agreement with effective conditions for issuing shares to specific objects in Crystal Clear Electronic Material Co.Ltd(300655) 2021 through summary procedures with Guo Weisong
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors and the board of supervisors respectively expressed their consent to the proposal.
（3） The proposal on the company’s plan for issuing shares to specific objects through summary procedures in 2021 (three revised drafts) 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, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, as well as the authorization of the 2020 annual general meeting of shareholders of the company, in combination with the specific conditions of the company and the adjustment of the issuance plan, The company has prepared the plan for issuing shares to specific objects by simple procedures in 2021 (three revisions).
For details, please refer to cninfo (www.cn. Info. Com.. CN.) at the gem information disclosure website designated by the CSRC on January 4, 2022 The plan for issuing shares to specific objects through summary procedures in 2021 (three revised drafts) and the announcement on the third revision of the plan for issuing shares to specific objects through summary procedures in 2021 disclosed.
The independent directors and the board of supervisors respectively expressed their consent to the proposal.
