Securities code: Kangda New Materials(Group) Co.Ltd(002669) securities abbreviation: Kangda New Materials(Group) Co.Ltd(002669) Announcement No.: 2022025 Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
Announcement on the resolution of the second meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of directors
The notice of the second meeting of the Fifth Board of directors of Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Kangda New Materials(Group) Co.Ltd(002669) “) was sent to the directors of the company by mail and communication on March 9, 2022. The meeting was held at 9:30 a.m. on March 14, 2022 in the company’s conference room by means of on-site combined with communication voting. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting, of which 7 directors attended the meeting by means of communication and 9 directors participated in the voting. The meeting was presided over by Chairman Wang Jianxiang. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice, convening, convening and voting procedures of the meeting were in line with the provisions of the company law and the articles of association. 2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on adjusting the company’s non-public development and issuance of a shares;
In accordance with the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, and in combination with the actual situation of the company, the company plans to adjust the amount of funds raised in the non-public offering of a shares.
For details, please refer to cninfo.com.cn And the announcement on adjusting the company’s non-public Development Bank A-share stock scheme (Announcement No.: 2022027) of the securities times, Securities Daily, Shanghai Securities News and China Securities News.
The independent directors of the company expressed independent opinions on the proposal. For details, see http://www.cn.info.com.cn.cn on the same day Relevant announcements of disclosure. According to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Jianxiang, song Zhaoqing and Liu Bingjiang avoided voting on this proposal.
(II) deliberated and passed the proposal on the company’s plan for non-public development of A-Shares (Revised Draft); In order to promote the non-public offering of shares, in accordance with the 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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, regulatory documents and relevant regulatory requirements, It is agreed that the company will revise the relevant contents of the non-public offering plan according to the specific conditions of the adjustment of the non-public offering plan of a shares, and prepare the non-public offering plan of A-Shares (Revised Draft).
For details, please refer to cninfo.com.cn And the announcement on the revision of the A-share stock plan of non-public development banks (Announcement No.: 2022028) of the securities times, Securities Daily, Shanghai Securities News and China Securities News. See http://www.cn.info.com.cn for details of the plan for non-public development of A-Shares (Revised Version).
The independent directors of the company expressed independent opinions on the proposal. For details, see http://www.cn.info.com.cn.cn on the same day Relevant announcements of disclosure. According to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Jianxiang, song Zhaoqing and Liu Bingjiang avoided voting on this proposal.
(III) deliberated and passed the proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by non-public development of A-Shares of the company;
In order to promote the non-public offering of shares, in accordance with the 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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, regulatory documents and relevant regulatory requirements, It is agreed that the company will revise the relevant contents of the non-public offering plan accordingly in combination with the specific conditions of the adjustment of the non-public offering plan of a shares, and prepare the feasibility analysis report on the use of funds raised by non-public development banks of A-Shares (Revised Draft).
For details, please refer to cninfo.com.cn Feasibility analysis report on the use of funds raised from A-share shares of non-public development banks (Revised Draft).
The independent directors of the company expressed independent opinions on the proposal. For details, see http://www.cn.info.com.cn.cn on the same day Relevant announcements of disclosure. According to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Jianxiang, song Zhaoqing and Liu Bingjiang avoided voting on this proposal.
(IV) deliberated and passed the proposal on the company’s non-public development of A-share diluted immediate return, filling measures and commitments of relevant subjects (Revised Draft);
According to 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) The requirements of laws, regulations and normative documents such as several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission) and the adjusted issuance plan, The announcement on diluted immediate return and filling measures of non-public development banks’ A-share shares and commitments of relevant subjects (Announcement No.: 2021103) was revised.
For details, please refer to cninfo.com.cn And the announcement on diluted immediate return and filling measures of non-public development banks’ A-share shares and commitments of relevant subjects (Revised Draft) (Announcement No.: 2022029) of securities times, Securities Daily, Shanghai Securities News and China Securities News.
The independent directors of the company expressed independent opinions on the proposal. For details, see http://www.cn.info.com.cn.cn on the same day Relevant announcements of disclosure. According to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Jianxiang, song Zhaoqing and Liu Bingjiang avoided voting on this proposal.
(V) deliberated and passed the proposal on signing the supplementary agreement of the conditional effective share subscription agreement with specific objects;
For details, please refer to cninfo.com.cn And the announcement on signing the supplementary agreement of the conditional effective share subscription agreement with specific objects (Announcement No.: 2022030) of the securities times, Securities Daily, Shanghai Securities News and China Securities News.
The independent directors of the company expressed independent opinions on the proposal. For details, see http://www.cn.info.com.cn.cn on the same day Relevant announcements of disclosure. According to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Jianxiang, song Zhaoqing and Liu Bingjiang avoided voting on this proposal.
(VI) deliberated and passed the proposal on adjusting related party transactions involving non-public Development Bank A shares; For details, please refer to cninfo.com.cn And the announcement on adjusting key trading matters involving non-public Development Bank A shares (Announcement No.: 2022031) of the securities times, Securities Daily, Shanghai Securities News and China Securities News.
The independent directors of the company expressed independent opinions on the proposal. For details, see http://www.cn.info.com.cn.cn on the same day Relevant announcements of disclosure. According to the authorization of the third extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 6 in favor, 0 against and 0 abstention. Related directors Wang Jianxiang, song Zhaoqing and Liu Bingjiang avoided voting on this proposal.
(VII) the proposal on repurchase of company shares (Phase V) was deliberated and passed item by item; 7.1 purpose of Share Repurchase:
Based on the judgment of the company’s value and firm confidence in the future sustainable development, enhance the confidence of investors and improve the shareholders’ rights and interests. At the same time, in order to establish the company’s medium and long-term incentive mechanism and fully mobilize the enthusiasm and creativity of the company’s core backbone and excellent talents, after comprehensively considering the company’s operating conditions, financial conditions and secondary stock market conditions, The company plans to buy back some public shares of the company by means of centralized bidding transaction.
The shares repurchased this time will be used to implement the equity incentive plan or employee stock ownership plan, and the board of directors of the company will determine the actual implementation progress of share repurchases according to the changes in the securities market.
Voting results: 9 in favor, 0 against and 0 abstention
7.2. Whether the repurchased shares meet the relevant conditions
The share repurchase plan meets the conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – Share Repurchase:
(1) The company’s shares have been listed for one year;
(2) The company has no major illegal acts in the last year;
(3) After repurchasing shares, the company has the ability of debt performance and sustainable operation;
(4) After repurchasing shares, the equity distribution of the company shall, in principle, meet the listing conditions; Where a company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations and obtain the consent of the bourse;
(5) Other conditions stipulated by the CSRC and the bourse.
Voting results: 9 in favor, 0 against and 0 abstention
7.3 types of repurchased shares:
RMB ordinary shares (A shares) issued by the company.
Voting results: 9 in favor, 0 against and 0 abstention
7.4. Way of Share Repurchase:
Centralized bidding transaction method.
Voting results: 9 in favor, 0 against and 0 abstention
7.5 price of repurchased shares:
The price of the shares repurchased this time is no more than 20.00 yuan / share (inclusive), and the upper limit of the price of the shares repurchased is no more than 150% of the average trading price of the company’s shares 30 trading days before the board of directors passed the repurchase resolution. The specific repurchase price shall be determined during the implementation of the repurchase by integrating the stock price of the company’s secondary market, the company’s financial status and operating conditions. From the date when the board of directors approved the repurchase plan to the completion of the repurchase, if the company implemented other ex rights and ex interests matters such as share distribution, conversion of capital reserve into share capital, cash dividend and share allotment during the period of share repurchase, the upper limit of share repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex interests of share price.
Voting results: 9 in favor, 0 against and 0 abstention
7.6. Implementation period of Share Repurchase:
Within 12 months from the date when the final repurchase plan is considered and approved by the board of directors.
(1) If the following conditions are met, the repurchase period will expire in advance:
① If the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase plan will be implemented, that is, the repurchase period will expire in advance from that date.
② If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
(2) The company shall not repurchase shares during the following periods:
① If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company’s annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
② Within ten trading days before the announcement of the company’s quarterly report, performance forecast and performance express;
③ From the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or in the process of decision-making to the date of disclosure according to law;
④ Other circumstances prescribed by the CSRC.
Voting results: 9 in favor, 0 against and 0 abstention
7.7 purpose, quantity, proportion in the total share capital of the company, total capital and source of capital of the repurchased shares: the repurchased shares will be used as equity incentive plan or employee stock ownership plan in the later stage. The total repurchase funds shall be no less than 20 million yuan (inclusive) and no more than 40 million yuan (inclusive). All the funds to be used for share repurchase come from the company’s own funds.
(1) Assuming that the total amount of RMB 40 million (inclusive) is used for repurchase, the number of shares repurchased is expected to be about 2 million, accounting for about 0.7921% of the total share capital of the company;
(2) Assuming that the total amount of RMB 20 million (inclusive) is used for repurchase, the number of shares repurchased is expected to be about 1 million, accounting for about 0.3961% of the total share capital of the company.
Voting results: 9 in favor, 0 against and 0 abstention
7.8 specific authorization for the management to handle matters related to this Repurchase:
The board of directors of the company authorizes the management of the company to fully handle matters related to the share repurchase within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent. The content and scope of authorization include but are not limited to:
(1) Within the scope permitted by laws and regulations and according to the specific conditions of the company and the market, formulate a specific plan for this share repurchase;
(2) If the regulatory authorities change the relevant conditions of the share repurchase or the market conditions, in addition to the matters that must be reconsidered by the board of directors in accordance with relevant laws, regulations and the articles of association, they authorize the management to make corresponding adjustments to the specific scheme of the share repurchase and other relevant matters;
(3) Handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase;
(4) Establish special securities accounts for repurchase and other securities accounts;
(5) Choose the opportunity to repurchase shares according to the actual situation, including the time, price and quantity of repurchase;
(6) Handle other matters not listed above but necessary for this share repurchase.
The above authorization shall not exceed 12 months from the date when the board of directors deliberates and approves the repurchase plan.
Voting results: 9 in favor, 0 against and 0 abstention
The specific contents of the above proposals are detailed in the same day’s publication in Juxi
