Securities code: 002829 securities abbreviation: Beijing Starneto Technology Co.Ltd(002829) Announcement No.: 2022-001 Beijing Starneto Technology Co.Ltd(002829)
Announcement on resolutions of the 10th meeting of the 4th board of directors
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.
1、 Convening of board meeting
Beijing Starneto Technology Co.Ltd(002829) (hereinafter referred to as "the company") sent the notice of the 10th meeting of the 4th board of directors to all directors by email on December 31, 2021, and the 10th meeting of the 4th board of directors was held in the conference room on the 9th floor of Building 1 of the company on January 6, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attend the meeting, which complies with the relevant provisions of the company law of the people's Republic of China and the Beijing Starneto Technology Co.Ltd(002829) articles of association.
2、 Deliberations of the board meeting
After careful consideration by all directors present, the following resolutions are made:
(i) The proposal on the company's compliance with the conditions for non-public development of shares 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents of the China Securities Regulatory Commission, and after checking item by item with the above documents in combination with the actual situation of the company, The company believes that it meets all the conditions for non-public offering of shares and is qualified for non-public offering of shares.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（2） The proposal on the company's non-public development of A-Shares in 2022 was deliberated and adopted
The board of directors deliberated and approved the relevant contents of the company's non-public offering plan item by item, as follows: 1. Type and par value of the issued shares
The shares of this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
2. Method and time of issuance
This non-public offering is all in the form of non-public offering to specific objects, and the company will choose an opportunity to issue within the validity period approved by the CSRC.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
3. Distribution object
The objects of this non-public offering are no more than 35 specific investors, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions of the CSRC. If a securities investment fund management company subscribes for more than two funds under its management, it shall be regarded as one issuing object. As the issuing object, trust and investment companies can only subscribe with their own funds. The final issuing object will be determined by the board of directors according to the subscription quotation of the issuing object within the scope authorized by the general meeting of shareholders after obtaining the approval of the CSRC on the issuance. The objects of this non-public offering do not include the company's controlling shareholders, actual controllers and their controlled affiliates.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
4. Subscription method
All issuers subscribe for the shares issued this time in cash.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
5. Pricing base date and issue price
The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering, and the issuance price shall not be less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date). If the ex rights and ex interests of the listed company's shares occur between the pricing benchmark date of this non-public offering and the issuance date, the issuance reserve price of this non-public offering will be adjusted accordingly.
The final issue price of this non-public offering will be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the recommendation institution (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and according to the purchase quotation of the issuing object after the company obtains the approval of the CSRC on this non-public offering.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
6. Number of issues
The number of A-Shares in this non-public offering shall not exceed 20% of the total share capital of 154685040 shares of the listed company before this offering, i.e. 30937008 shares (including this number).
If the company sends shares, converts the capital reserve into share capital or changes the total share capital of the company before the issuance due to other reasons between the announcement date of the resolution of the board of directors of the non-public offering and the issuance date, the upper limit of the number of shares in the non-public offering will be adjusted accordingly. The final number of shares to be issued shall be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the actual situation at the time of issuance in accordance with the authorization of the general meeting of shareholders.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
7. Amount and purpose of raised funds
The total amount of funds raised in this non-public offering is no more than 75 million yuan, which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total project investment raised capital investment
1 UAV industrialization project 37000.0028000.00
2 UAV system research institute project 27500.0026000.00
3. Supplementary working capital 21000.0021000.00
Total 85500.007500.00
If the actual net amount of raised funds is lower than the total amount of raised funds to be invested, the insufficient part shall be raised by the company itself. Before the funds raised from the non-public offering of shares are in place, the company will first invest with self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
8. Restricted period
The shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the date of the end of this non-public offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
9. Listing location
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
10. Arrangement for accumulated undistributed profits before this non-public offering
After the completion of the non-public offering, the new and old shareholders of the company shall jointly enjoy the accumulated undistributed profits of the company before the offering according to the proportion of the company's shares held by them after the completion of the offering.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
11. Validity period of the resolution on this non-public offering
The validity period of this non-public offering resolution is 12 months from the date of deliberation and adoption by the general meeting of shareholders.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
After the matters related to the company's non-public offering of A-Shares are deliberated and approved by the general meeting of shareholders, the company will report to the CSRC in accordance with relevant procedures, and the final scheme approved by the CSRC shall prevail.
The specific terms of the above non-public offering of shares shall be finally negotiated and determined by the board of directors authorized by the general meeting of shareholders, the sponsor and the lead underwriter before the issuance.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（3） Consideration and adoption of the Convention on
<2022 年度非公开发行 A 股股票预案>
Proposal for
In accordance with the relevant requirements of laws, regulations and normative legal documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - plan for non-public offering of shares by listed companies and issuance report, The company has formulated the plan for non-public development of A-Shares in 2022 for this non-public offering of shares. For details, please refer to cninfo (www.cn. Info. Com.. CN.) on the company's designated information disclosure website Announcement disclosed on.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（4） Consideration and adoption of the Convention on
<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
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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, For this non-public offering, the company has formulated the feasibility analysis report on the use of funds raised by non-public development banks' A-share shares in Beijing Starneto Technology Co.Ltd(002829) 2022. For details, please refer to cninfo (www.cn. Info. Com.. CN.) on the company's designated information disclosure website Announcement disclosed on. Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（5） Consideration and adoption of the Convention on
<非公开发行 A 股股票摊薄即期回报及采取填补措施及相关主体承诺>
Proposal for
According to the relevant provisions of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return and other documents issued by the CSRC, the company analyzed the impact of this non-public offering on the dilution of immediate return, put forward specific filling and reporting measures, and formulated the dilution of immediate return and filling measures for non-public Development Bank A shares, The controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the effective implementation of the company's filling return measures. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Announcement disclosed on.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（6） Consideration and adoption of the Convention on
<无需编制前次募集资金使用情况报告>
Proposal for
According to the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the CSRC: "If a listed company applies for issuing securities and the time of receipt of the funds raised last time is less than five fiscal years, the board of directors shall prepare a report on the use of the funds raised last time in accordance with these Provisions, and report on the latest (domestic or overseas) of the deadline of the latest audited financial report of the issuance application document The actual use of the raised funds shall be described in detail, and the report on the use of the previously raised funds shall be submitted to the general meeting of shareholders for approval after making a resolution ".
Since the company's initial public offering of A-Shares and listing in 2016, there has been no fund-raising by means of allotment, additional issuance and convertible corporate bonds in the last five fiscal years, and the time of receipt of the company's previously raised funds has reached five fiscal years. In view of the above, the company does not need to prepare the report on the use of the previously raised funds in this non-public offering, nor does it need to hire an accounting firm with securities and futures related business qualifications to issue the verification report on the use of the previously raised funds. The board of directors of the company has formulated Beijing Starneto Technology Co.Ltd(002829) instructions on the need to prepare the report on the use of the previously raised funds. For details, please refer to cninfo (www.cn. Info. Com.. CN.) on the company's designated information disclosure website Announcement disclosed on.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（7） Consideration and adoption of the Convention on
<未来三年（2022-2024 年）股东回报规划>
According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC, the company has formulated the shareholder return plan for the Beijing Starneto Technology Co.Ltd(002829) next three years (2022-2024), For details, please refer to cninfo (www.cn. Info. Com.. CN.) on the website designated by the company for information disclosure Announcement disclosed on.
Voting results: 7 in favor, 0 against, 0 abstention and 0 withdrawal.
This proposal shall be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
（8） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to non-public development of A-Shares in 2022 was deliberated and adopted
According to the arrangement of the company's non-public offering of shares to specific objects, in order to complete the company's business in an efficient and orderly manner
