Securities code: Chengxin Lithium Group Co.Ltd(002240) securities abbreviation: Chengxin Lithium Group Co.Ltd(002240) Announcement No.: 2022009 Chengxin Lithium Group Co.Ltd(002240)
Announcement on the resolution of the 33rd meeting of the 7th 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.
Chengxin Lithium Group Co.Ltd(002240) (hereinafter referred to as "the company") the notice of the 33rd meeting of the seventh board of directors was sent to all directors by e-mail on March 21, 2022. The meeting was held on March 22, 2022 in the conference room of the company on the 32nd floor of AVIC center, No. 1018 Huafu Road, Futian District, Shenzhen by combining on-site and communication voting. There are 7 directors who should attend the meeting, and 7 actually attended the meeting. The meeting was presided over by Mr. Zhou Yi, chairman of the company, and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the provisions of the company law and the articles of association.
The following proposals were considered and adopted by open ballot at this meeting:
1、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the company meeting the conditions for non-public development of shares was deliberated and adopted;
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 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, after careful self-examination and demonstration of the actual situation and relevant matters of the company according to the qualifications and relevant conditions of non-public offering of shares by listed companies, It is believed that the company has the qualification and conditions for non-public offering of shares.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
2、 The proposal on the company's non-public stock development plan was deliberated and adopted one by one;
1. Type and par value of shares issued
The non-public offering of shares to specific objects is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 7 in favor, 0 against and 0 abstention.
2. Issuing method and time
This offering adopts the method of non-public offering, and selects an appropriate time to issue shares to specific objects within the validity period after the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC").
Voting results: 7 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The issuing object of this non-public offering is Byd Company Limited(002594) (hereinafter referred to as " Byd Company Limited(002594) "), which is fully subscribed in cash.
Voting results: 7 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of the company on this non-public offering. The issuing price of this non-public offering is 42.99 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
In case of ex right and ex dividend matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the issuance price shall be adjusted accordingly. The adjustment method is as follows:
(1) Dividend: P1 = P0 － D;
(2) Bonus shares or converted into share capital: P1 = P0 / (1 + n);
(3) Two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Among them, P1 is the adjusted issue price, P0 is the issue price before the adjustment, D is the cash dividend paid per share, and N is the number of bonus shares or converted share capital per share.
Voting results: 7 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares in this non-public offering shall not be less than 46522448 shares (including this number) and not more than 69783670 shares (including this number), not more than 30% of the total share capital of the company before the offering and not less than 5% of the total share capital of the company after the offering, and shall be subject to the approval document of the CSRC on this offering.
If the company's shares are subject to ex rights matters such as share distribution and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date, the issuance quantity of this non-public offering will be adjusted accordingly.
Voting results: 7 in favor, 0 against and 0 abstention.
6. Restricted period
Byd Company Limited(002594) subscribed shares in this non-public offering will not be transferred within 36 months from the date of listing of such shares. The reduction of shares after the end of the restricted sale period shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and the articles of association. After the end of this offering, the shares derived from the shares of this offering obtained by Byd Company Limited(002594) subscription due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period.
Voting results: 7 in favor, 0 against and 0 abstention.
7. Arrangement of accumulated undistributed profits before this offering
After the completion of this non-public offering, the accumulated undistributed profits before this offering shall be jointly enjoyed by the new and old shareholders of the company according to the equity ratio after the offering.
Voting results: 7 in favor, 0 against and 0 abstention.
8. Validity of resolution
The validity of the resolution on this non-public offering is 12 months from the date when the proposal on this non-public offering is deliberated and adopted by the general meeting of shareholders of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
9. Listing location
The shares of this non-public offering are listed on Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention.
10. Amount and purpose of the funds raised in this issuance of shares
The total amount of funds raised from this non-public offering of shares (including issuance expenses) shall not exceed 300 million yuan (including this amount). The net amount of funds raised after deducting issuance expenses will be used to supplement working capital and repay debts. The details are as follows:
No. total investment of the project amount of raised funds to be invested (10000 yuan) (10000 yuan)
1. Replenish working capital and repay debts 3000 Fawer Automotive Parts Limited Company(000030) 000000
Total 3000 Fawer Automotive Parts Limited Company(000030) 000000
Within the scope permitted by relevant laws and regulations and authorized by the resolution of the general meeting of shareholders, the board of directors has the right to adjust or determine the investment direction and required amount of the raised funds.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
3、 The proposal on the company's plan for non-public development of shares was deliberated and adopted by 7 votes in favor, 0 votes against and 0 abstentions;
Based on the needs of industrial development and the company's strategic planning, the company plans to apply for non-public offering of shares and use all the raised funds to supplement working capital and repay debts. 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 laws, regulations and normative documents, the company has formulated the plan for non-public offering of A-Shares in Chengxin Lithium Group Co.Ltd(002240) 2022.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company was considered and adopted by 7 votes in favor, 0 votes against and 0 abstentions;
The company has prepared the feasibility analysis report on the use of funds raised by Chengxin Lithium Group Co.Ltd(002240) non-public development banks 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 development banks of listed companies and other relevant laws, regulations and normative documents.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
5、 The proposal on the introduction of strategic investors by the company and the signing of the strategic cooperation agreement with conditional entry into force was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention;
The company plans to introduce Byd Company Limited(002594) as a strategic investor through directional issuance of shares. As one of the leaders in the global new energy vehicle industry, Byd Company Limited(002594) has a huge technology research and development team and strong integrated production capacity. It has developed highly safe lithium iron phosphate batteries and high energy density ternary batteries, which are widely used in the field of electric commercial vehicles and electric passenger vehicles.
The company is the upstream raw material supplier of Byd Company Limited(002594) . In the future, with the vigorous development of new energy vehicle industry and energy storage industry and the continuous implementation of Byd Company Limited(002594) capacity investment plan, Byd Company Limited(002594) the demand for lithium products will continue to release, laying a solid foundation for business cooperation between the two sides and helping the company expand sales scale and improve sales performance. At the same time, Byd Company Limited(002594) has extensive industrial resources of new energy industry, and its global layout is highly consistent with the development direction of the company Byd Company Limited(002594) after becoming the strategic investor of the company, it will give full play to and make use of its advantages, actively assist the company to cooperate with high-quality enterprises in the industry, including but not limited to market, channel, brand, technology, resources, investment and financing, and provide strategic support for business expansion and global business collaboration. Therefore, the company plans to introduce Byd Company Limited(002594) as a strategic investor this time, which will help the two sides to carry out industrial chain cooperation and coordination, and accelerate the realization of the strategic goal of "becoming a global leader in lithium battery new energy materials".
According to the company's non-public offering plan, the company intends to sign the conditional strategic cooperation agreement with Byd Company Limited(002594) . The strategic cooperation agreement with conditional entry into force stipulates the advantages of strategic investors and the basis and synergy of strategic cooperation with the company, cooperation fields and objectives, cooperation methods, cooperation period, arrangements for participating in the operation and management of the company, etc.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
6、 The proposal on signing the conditional effective share subscription agreement was considered and adopted by 7 votes in favor, 0 against and 0 abstention;
In order to ensure the smooth implementation of this non-public offering, the company will sign the conditional effective share subscription agreement with Byd Company Limited(002594) Byd Company Limited(002594) .
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
7、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on related party transactions involving non-public development of shares of the company in 2022 was considered and adopted;
It is proposed to introduce Byd Company Limited(002594) as the company's strategic investor in this non-public offering. After the completion of this non-public offering, Byd Company Limited(002594) is expected to hold more than 5% of the company's shares. According to the stock listing rules of Shenzhen Stock Exchange, Byd Company Limited(002594) becomes a related party of the company. Therefore, Byd Company Limited(002594) participates in the subscription of this non-public offering, which constitutes a related party transaction of the company. After the completion of this offering, Byd Company Limited(002594) and its subsidiaries' cooperation in product purchase and sales with the company will constitute related party transactions of the company. The company will follow the principles of fairness, fairness and openness, strictly follow the pricing principles of laws and regulations and related management systems of related party transactions, and perform the approval procedures of related party transactions in strict accordance with laws, regulations and internal regulations.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
8、 The proposal on the report on the use of the previously raised funds was considered and adopted by 7 votes in favor, 0 against and 0 abstention;
According to the relevant requirements of the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the CSRC, the company has prepared the special report on the use of Chengxin Lithium Group Co.Ltd(002240) previously raised funds for the use of previously raised funds, and hired an audit institution to conduct special audit and issue the audit report on the use of previously raised funds.
The independent directors of the company expressed their prior approval opinions and clearly agreed independent opinions on the proposal.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
9、 With 7 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on diluting immediate return, filling measures and commitments of relevant subjects of non-public development banks was considered and adopted;
In accordance with the relevant provisions of the guidance on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return (CSRC announcement [2015] No. 31) and other documents of the CSRC, the public
