Securities code: Dalian Demaishi Precision Technology Co.Ltd(301007) securities abbreviation: Dalian Demaishi Precision Technology Co.Ltd(301007) Announcement No.: 2022009 Dalian Demaishi Precision Technology Co.Ltd(301007)
Proposal for the general meeting of shareholders to authorize the board of directors
Handle the announcement of issuing shares to specific objects through summary procedures
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.
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, Dalian Demaishi Precision Technology Co.Ltd(301007) (hereinafter referred to as "the company") held the third meeting of the third board of directors on March 15, 2022, deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, It is agreed that the board of directors of the company shall request the general meeting of shareholders to authorize the board of directors to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year. The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the next annual general meeting of shareholders. The relevant information is hereby announced as follows:
1、 Specific content
(I) type and quantity of securities to be issued
The total amount of funds raised by issuing 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 type of shares issued is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. 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.
(II) issuing method, issuing object and placement arrangement to original shareholders
The shares are issued to specific objects through simple procedures, and the issuing objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line 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 issuers of shares must subscribe in cash.
(III) pricing method or price range
The pricing benchmark date of the issued shares is the first day of the issuance period, and the issuing price shall not be less than 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the calculation formula is: the average stock trading price of the 20 trading days before the pricing benchmark date = the total stock trading volume of the 20 trading days before the pricing benchmark date / the total stock trading volume of the 20 trading days before the pricing benchmark date). 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 companies listed on the gem (for Trial Implementation), the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance.
(IV) purpose of raised funds
The funds raised by the company are intended to be used for the construction of projects related to its main business and supplement working capital. The proportion used to supplement working capital shall comply with the relevant provisions of the regulatory authorities. The use of the raised funds shall comply with the provisions of Article 12 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
(V) validity of the resolution
The general meeting of shareholders is valid from the date of holding the general meeting of shareholders in 2021 to the next year. (VI) 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.
(VII) place of listing
The issued shares will be listed on the gem of Shenzhen Stock Exchange.
2、 Authorization of the board of directors to handle specific issues of 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, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations, normative documents and the articles of association, and to confirm whether the company meets the conditions for issuing shares to specific objects through simple procedures.
(II) other authorized matters
Authorize the board of directors to handle all matters related to the issuance within the scope of compliance with this proposal, the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) and other laws, regulations and normative documents, including but not limited to:
(1) Authorize the board of directors to determine and implement the specific scheme of issuing shares to specific objects through simple procedures, including but not limited to the issuance time, issuance quantity, issuance price, issuance object, specific subscription method, on the premise of confirming that the company meets the conditions for issuing shares, in accordance with national laws and regulations, relevant provisions of the securities regulatory authorities and the resolution of the 2021 annual general meeting of shareholders Subscription proportion; Review and approve the prospectus and other relevant documents related to the issuance.
(2) Authorize the board of directors to handle the issuance declaration, including but not limited to making, modifying, signing, submitting, supplementing, submitting, executing and announcing the relevant declaration documents and other legal documents of the issuance and responding to the feedback of the regulatory authorities according to the requirements of the regulatory authorities.
(3) Authorize the board of directors to sign, modify, supplement, submit, report and execute all agreements and application documents related to the issuance, handle relevant application, approval, registration, filing and other procedures, and sign contracts and documents during the implementation of the investment project with raised funds.
(4) Make appropriate amendments and adjustments to the issuance terms, issuance plan, amount of raised funds and application plan according to the regulations and requirements of the regulatory authorities.
(5) After the issuance, according to the implementation results of the issuance, the board of directors is authorized to modify the relevant provisions of the articles of association on the registered capital and the number of share capital of the company, and the board of directors and its designated personnel are authorized to handle the industrial and commercial change registration.
(6) After the issuance, handle the registration, locking and listing of the issued shares in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(7) Before the issuance, if the total share capital of the company changes due to share distribution, conversion of share capital and other reasons, the board of directors is authorized to timely adjust the upper limit of the number of shares issued accordingly.
(8) During the validity period of the issuance resolution, if the issuance policy or market conditions change, authorize the board of directors to adjust the issuance plan accordingly according to the new policy and continue to handle the issuance matters; In case of force majeure or other circumstances sufficient to make the issuance plan difficult to implement, or although it can be implemented, it will bring extremely adverse consequences to the company, it may, at its discretion, adjust the issuance plan, delay the implementation or cancel the issuance application.
(9) Employ intermediaries involved in the issuance and handle the issuance declaration.
(10) Handle other matters related to the issuance.
3、 Review procedures and independent opinions
(1) Deliberations of the board of directors
On March 15, 2022, the third meeting of the third board of directors of the company deliberated and approved the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(2) Opinions of independent directors
After verification, The contents of the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the issuance of shares to specific objects through simple procedures comply with the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange And other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The procedures are legal and effective. This matter is conducive to the sustainable development of the company and does not harm the interests of the company and shareholders, especially the interests of minority shareholders. We agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Risk tips
The issue of shares to specific objects through summary procedures must be considered and approved by the company's 2021 annual general meeting of shareholders, and the board of directors shall submit an application plan to Shenzhen Stock Exchange within the specified time limit according to the authorization of the general meeting of shareholders, submit it to Shenzhen stock exchange for examination and registration with China Securities Regulatory Commission before implementation. The company will fulfill the relevant information disclosure obligations in time. Please pay attention to the investment risks.
It is hereby announced.
Dalian Demaishi Precision Technology Co.Ltd(301007) board of directors March 16, 2022
