Securities code: 002545 securities abbreviation: Qingdao East Steel Tower Stock Co.Ltd(002545) Announcement No.: 2022-004 Qingdao East Steel Tower Stock Co.Ltd(002545)
Announcement on termination of non-public offering of shares in 2020
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Qingdao East Steel Tower Stock Co.Ltd(002545) (hereinafter referred to as “the company”) deliberated and adopted the proposal on termination of non-public offering of shares in 2020 at the 19th meeting of the seventh board of directors and the 14th meeting of the seventh board of supervisors held on January 3, 2022. The relevant information is hereby announced as follows:
1、 Overview of non-public offering of shares
The company held the eighth meeting of the seventh board of directors and the first extraordinary general meeting of shareholders in 2020 on August 19, 2020 and September 7, 2020 respectively, and deliberated and adopted the proposal on the company’s non-public development and issuance of shares in 2020 Proposals related to the company’s non-public offering of a shares, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares. According to the above resolutions, the validity period of the resolution of the general meeting of shareholders on the non-public offering of shares of the company is 12 months from the date of deliberation and adoption of the first extraordinary general meeting of shareholders in 2020.
On March 5, 2021, the company received the reply on approving Qingdao East Steel Tower Stock Co.Ltd(002545) non-public development of shares (zjxk [2021] No. 188) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), which approved the company’s non-public offering of no more than 373218624 new shares, The above reply shall be valid for 12 months from the date of approval of issuance (January 20, 2021).
In order to maintain the continuity and effectiveness of the company’s non-public offering and ensure the smooth progress of matters related to the offering, the 16th meeting of the seventh board of directors and the second extraordinary general meeting of shareholders in 2021 deliberated and adopted the proposal on extending the validity of the resolutions of the general meeting of shareholders of the company’s non-public offering of shares in 2020 The proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the non-public offering of shares agrees that the company will extend the validity period of the resolution of the general meeting of shareholders on the non-public offering of shares and the validity period of the authorization of the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares for 12 months (i.e. to September 5, 2022).
2、 Reasons for termination of non-public offering of shares
After obtaining the approval document of the CSRC on non-public offering, the company will actively promote various matters of non-public offering together with intermediaries. In view of the fact that the 12-month validity period of the reply of the CSRC on Approving the company’s non-public offering of shares is about to expire, and since the preparation of the non-public offering of shares, many changes have taken place in the capital market environment, the company’s market value performance and the timing of equity financing, in order to safeguard the interests of the majority of investors, the overall business plan of the company has been comprehensively considered, The company decided to terminate the non-public offering of a shares.
3、 Impact of termination of non-public offering of shares on the company
At present, the company’s production and operation are normal. The termination of the non-public offering of A-Shares is mainly a prudent decision made based on the changes in the capital market environment and the current actual situation of the company, taking into account internal and external factors. It will not have a material impact on the company’s production and operation and sustainable development, and will not damage the company and all shareholders Especially the interests of minority shareholders.
The company will continue to promote the construction of the investment project with raised funds according to the actual situation. At present, the company has good operating cash flow, low asset liability ratio and relatively abundant funds. The company will make overall allocation according to the fund use plan of each business segment to ensure the steady implementation of the company’s established strategy. The company plans to raise funds to invest in the project, which has been invested in advance with its own or self raised funds. Up to now, the project is progressing smoothly. If the company has a new refinancing plan in the future, it will perform the corresponding review procedures and information disclosure obligations in accordance with relevant regulations.
4、 Termination of deliberation procedures for non-public offering of shares
The company held the 19th meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors on January 3, 2022, and deliberated and adopted the proposal on termination of non-public offering of shares in 2020. According to the authorization of the first extraordinary general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021 to the board of directors on this non-public offering of shares, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
5、 Opinions of the board of supervisors
After review, the board of supervisors held that in view of the changes in the current capital market environment, the company’s market value performance, equity financing opportunities and other factors, in order to safeguard the interests of the majority of investors, comprehensively consider various internal and external factors of the company, and make prudent decisions, the company decided to terminate the non-public offering of shares. This matter does not damage the interests of the company and shareholders, especially minority shareholders, and will not have a material impact on the production and operation of the company. The deliberation procedures of relevant bills on this matter are legal and effective, and comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
6、 Opinions of independent directors
The company’s termination of this non-public offering of A-Shares is a prudent decision made by the company considering the external situation and the actual operation of the company, which will not have a material impact on the company’s business activities. The deliberation of this matter has fulfilled the necessary legal procedures, complied with the provisions of relevant laws, regulations, rules and normative documents, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we agree to terminate the non-public offering of A-Shares in 2020.
7、 Documents for future reference
1. Resolutions of the 19th meeting of the 7th board of directors of the company;
2. Resolutions of the 14th meeting of the 7th board of supervisors of the company;
3. Independent opinions of the company’s independent directors on relevant matters.
It is hereby announced.
Qingdao East Steel Tower Stock Co.Ltd(002545) board of directors
January 3, 2022
