Securities code: 002897 securities abbreviation: Wenzhou Yihua Connector Co.Ltd(002897) Announcement No.: 2022-002
Wenzhou Yihua Connector Co.Ltd(002897)
Announcement of the resolution of the second meeting of the Fourth 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.
The second meeting of the Fourth Board of directors of Wenzhou Yihua Connector Co.Ltd(002897) (hereinafter referred to as “the company”) was held on January 6, 2022 in the conference room on the first floor of the company by means of on-site combined communication. The meeting notice of this meeting was sent by means of communication and e-mail on January 2, 2022. There are 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The meeting was presided over by Mr. Cai Shengcai, chairman of the board. The convening and convening of the meeting shall comply with the company law of the people’s Republic of China, the articles of association and other relevant provisions. The meeting considered and adopted the following resolutions:
1、 The proposal on the company’s compliance with the conditions for non-public development of shares was deliberated and adopted
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. See cninfo.com for details of the independent opinions and the Wenzhou Yihua Connector Co.Ltd(002897) announcement on the company’s compliance with the conditions for non-public development of shares（ http://www.cn.info.com..cn. ）。
2、 The proposal on the company’s non-public development of A-Shares in 2022 was deliberated and adopted
The company intends to issue shares to specific objects by means of non-public offering (hereinafter referred to as “this non-public offering”), and the Directors voted and passed the following proposals one by one:
2.1 type and par value of shares issued
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.2 issuing method and time
All the shares issued this time are non-public issued to specific objects, and the listed company will choose an appropriate time to implement it within the validity period of obtaining the approval of the CSRC on this issuance.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.3 issuing object and subscription method
The objects of this non-public offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors who meet the conditions specified in relevant laws and regulations. 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.
After the non-public offering is approved by the CSRC, the board of directors authorized by the general meeting of shareholders of the listed company will negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results of the offering. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the listed company will adjust according to the new provisions.
All issuers of this non-public offering will subscribe for the shares of this non-public offering in RMB cash.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.4 pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering 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 listed company’s shares 20 trading days before the pricing benchmark date.
The average trading price of the listed company’s shares 20 trading days before the pricing benchmark date = the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date ÷ the total trading volume of the listed company’s shares 20 trading days before the pricing benchmark date. In case of ex rights, ex interests or changes in share capital such as dividend distribution, share distribution, repurchase, conversion of capital reserve into share capital, etc. from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this non-public offering of shares will be adjusted accordingly.
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors of the listed company and the sponsor (lead underwriter) in the form of bidding within the scope authorized by the general meeting of shareholders after the listed company obtains the approval and reply of the CSRC on the issuance.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.5 issue quantity
As of the announcement date of this proposal, the total share capital of the listed company is 170672000 shares. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the listed company before this offering, i.e. no more than 51201600 shares (including this number), and shall be subject to the approval document of the CSRC. Within the above scope, after the listed company obtains the approval and reply of the CSRC on the non-public offering, the board of directors authorized by the general meeting of shareholders of the listed company shall negotiate with the sponsor (main contractor) of the offering according to the inquiry results of the offering in accordance with relevant regulations.
If the shares of the listed company are changed from the announcement date of the resolution of the board of directors to the issuance date, such as share distribution, repurchase, conversion of capital reserve into share capital, etc., the upper limit of the number of shares issued this time shall also be adjusted accordingly. Voting results: 9 in favor, 0 abstention and 0 opposition.
2.6 sales restriction period
The non-public offering A-Shares subscribed by the issuing object shall not be transferred within 6 months from the date of the end of the offering. After the expiration of the lock-in period, the reduction of the above shares shall also comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the relevant provisions of the articles of association of the listed company.
During the above share lock-in period, the shares derived from the shares issued this time subscribed by the issuing object due to the share distribution of the listed company, the conversion of capital reserve into share capital and other matters shall also comply with the above share restriction arrangement. Voting results: 9 in favor, 0 abstention and 0 opposition.
2.7 place of listing
The non-public offering of A-Shares will be listed and traded in Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.8 amount and purpose of raised funds
The total amount of funds raised from this non-public offering of shares does not exceed 1077410900 yuan (including this amount). The raised funds will be used to invest in the following projects after deducting relevant issuance expenses:
Unit: 10000 yuan
No. project name total investment amount proposed to be invested in raised funds
1 construction project of Tianjin photovoltaic support core component production base 45204.5840527.26
2. Yueqing photovoltaic support core component production base construction project 33243.6430319.74
3. Full scene application R & D and experimental base construction of photovoltaic support 6894.096894.09 project
4. Supplementary working capital 30000.0030000.00
Total 115342.31107741.09
If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds to be invested in the above projects, the listed company will adjust the priority of the raised funds and the specific investment amount of each project according to the actual net raised funds and the priorities of the projects, and the insufficient raised funds shall be raised by the listed company itself. Before the funds raised from this non-public offering are in place, the listed company will invest in advance with its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.9 accumulated profit arrangement before this non-public offering
The accumulated undistributed profits before the non-public offering will be shared by the new and old shareholders of the listed company according to the proportion of shares after the offering.
Voting results: 9 in favor, 0 abstention and 0 opposition.
2.10 validity period of the resolution on the non-public offering of shares
The validity period of the resolution on the non-public offering of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the listed company.
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions on this proposal, and the specific contents of the independent opinions are detailed in cninfo.com（ http://www.cn.info.com..cn. ）。
3、 Consideration and adoption of the Convention on
< Wenzhou Yihua Connector Co.Ltd(002897) 2022 年度非公开发行 A股股票预案>
Proposal for
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. For details of the independent opinions and the plan for non-public development of A-Shares in Wenzhou Yihua Connector Co.Ltd(002897) 2022, please refer to cninfo.com（ http://www.cn.info.com..cn. ）。
4、 Consideration and adoption of the Convention on
< Wenzhou Yihua Connector Co.Ltd(002897) 2022 年度非公开发行 A股股票募集资金使用可行性分析报告>
Proposal for
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. See cninfo.com for details of the independent opinions and the feasibility analysis report on the use of funds raised by non-public development banks’ A-Shares in Wenzhou Yihua Connector Co.Ltd(002897) 2022（ http://www.cn.info.com..cn. ）。
5、 Consideration and adoption of the Convention on
< Wenzhou Yihua Connector Co.Ltd(002897) 前次募集资金使用情况的专项报告>
Proposal for
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. See cninfo.com for details of the independent opinions and the special report on the use of Wenzhou Yihua Connector Co.Ltd(002897) previously raised funds（ http://www.cn.info.com..cn. ）。
6、 The proposal on diluting immediate return and filling measures of non-public development banks and commitments of relevant subjects was deliberated and adopted
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. See cninfo.com for details of the independent opinions and the Wenzhou Yihua Connector Co.Ltd(002897) announcement on non-public Development Bank‘s stock dilution immediate return and filling measures and commitments of relevant subjects（ http://www.cn.info.com..cn. ）。
7、 The proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle the specific matters of this non-public offering of shares was deliberated and adopted
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
8、 The proposal on the company’s dividend return planning for shareholders in the next three years (2022-2024) was reviewed and approved
Voting results: 9 in favor, 0 abstention and 0 opposition.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
The independent directors of the company have expressed their independent opinions explicitly agreed to this proposal. See cninfo.com for details of the independent opinions and the Wenzhou Yihua Connector Co.Ltd(002897) plan for shareholders’ dividend return in the next three years (2022-2024)（ http://www.cn.info.com..cn. ）。
9、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
Voting results: 9 in favor, 0 abstention and 0 opposition.
The full text of Wenzhou Yihua Connector Co.Ltd(002897) notice on convening the first extraordinary general meeting of shareholders in 2022 is detailed on cninfo.com（ http://www.cn.info.com..cn. ）。
10、 Documents for future reference
1. Resolution of the second meeting of the Fourth Board of directors
2. Prior approval opinions of independent directors on matters related to the second meeting of the Fourth Board of directors
3. Independent opinions of independent directors on matters related to the second meeting of the Fourth Board of directors
It is hereby announced.
Wenzhou Yihua Connector Co.Ltd(002897) board of directors January 7, 2022
