Securities code: Shenzhen Dawei Innovation Technology Co.Ltd(002213) securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022017 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement of resolutions of the 15th meeting of the 5th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as "the company") the notice of the 15th meeting of the 5th board of supervisors was sent by e-mail on March 25, 2022. The meeting was held by means of communication on March 25, 2022. The meeting was convened and presided over by Mr. Chen Huijia, chairman of the board of supervisors. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The Secretary of the board of directors of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
1. The meeting deliberated and adopted the proposal on terminating the non-public development of A-Shares in 2020 by 3 votes in favor, 0 against and 0 abstention;
After review, the board of supervisors believes that the termination of the non-public offering of A-Shares in 2020 is in line with the actual situation of the company, will not have a significant adverse impact on the company's daily production and operation, and will not damage the interests of the company and all shareholders, especially minority shareholders.
This proposal still needs to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation.
For details of the announcement on the termination of non-public Development Bank A shares in 2020 (Announcement No.: 2022018), please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on March 26, 2022.
2. The meeting deliberated and adopted the proposal on the signing of the termination agreement of the conditional effective share subscription agreement and related party transactions between the company and the subscriber by 3 votes in favor, 0 against and 0 abstention;
In view of the company's decision to terminate the non-public offering of shares in 2020, the procedures for the company to sign the termination agreement with the subscription objects Shenzhen chuangtong Investment Development Co., Ltd. (hereinafter referred to as "chuangtong investment") and Ms. Lian Zongmin comply with the provisions of laws and regulations and the articles of Association, and there is no damage to the interests of the company, shareholders, especially small and medium-sized shareholders. The board of supervisors agrees that the company and chuangtong investment Ms. Lian Zongmin terminated the original conditional effective share subscription agreement and signed a termination agreement on relevant matters.
This proposal still needs to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation.
For details of the announcement on the signing of the termination agreement of the conditional effective share subscription agreement and related party transactions between the company and the subscribers (Announcement No.: 2022019), please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on March 26, 2022. 3. The meeting deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of shares by 3 affirmative votes, 0 negative votes and 0 abstention votes;
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other normative legal documents, the company has conducted a self-examination on the company according to the requirements of the relevant qualifications and conditions for non-public offering of shares by listed companies, and believes that the company meets the requirements of the above relevant regulations, All conditions for non-public offering of shares have been met.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4. The meeting deliberated and adopted the proposal on the company's 2022 non-public stock development plan item by item; (1) Type and par value of issued shares
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
(2) Issuing method and time
The offering is made in a non-public way to specific objects, and will be issued to specific objects at an appropriate time after being approved by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
(3) 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 23rd Meeting of the Fifth Board of directors of the company (March 26, 2022), and the issue price is 10.44 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 (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date)
If the company's shares are subject to ex rights, ex dividend or other equity adjustments such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issue date, the issue price will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where: P0 is the issuing reserve price before adjustment, D is the distribution of cash dividends per share, n is the number of bonus shares or converted share capital per share, and P1 is the issuing reserve price after adjustment.
Voting results: 3 in favor, 0 against and 0 abstention.
(4) Number of issues
The number of shares in this non-public offering shall not exceed 30 million shares (including this number), and shall not exceed 30% of the total share capital of the company before the offering, and shall be subject to the approval document of the CSRC on this offering, all of which shall be subscribed by chuangtong investment in cash.
In case of ex rights matters such as distribution of stock dividends, conversion of capital reserve into share capital, allotment of shares and so on from the pricing base date to the issuance date, the upper limit of the number of shares in this non-public offering will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
(5) Issuing object and subscription method
The non-public shares of chuangtong are invested by the shareholders of chuangtong.
Voting results: 3 in favor, 0 against and 0 abstention.
(6) Restricted period
After the completion of this non-public offering, the shares issued this time shall not be transferred within 18 months from the date of completion of the offering.
The shares derived from the non-public offering shares of the company obtained by the object of this issuance due to the distribution of stock dividends by the company and the conversion of capital reserve into share capital shall also comply with the above stock restriction period arrangement.
After the end of the restricted sale period, the object of this issuance will be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. If the relevant regulatory authorities have other requirements for the lock-in period of the shares subscribed by the issuing object, their provisions shall prevail.
Voting results: 3 in favor, 0 against and 0 abstention.
(7) Arrangement of accumulated undistributed profits before this offering
East China shares according to the proportion of shares after issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
(8) Purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 313.2 million yuan (including this amount), and the company will use all of them to supplement working capital after deducting the issuance expenses.
Voting results: 3 in favor, 0 against and 0 abstention.
(9) Listing location
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
(10) Validity of resolution
The validity of the resolution on this non-public offering of shares is within 12 months from the date when the proposal is submitted to the general meeting of shareholders for deliberation and approval.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
5. The meeting deliberated and adopted the proposal on the company's plan for non-public development of A-Shares in 2022 by 3 votes in favor, 0 against and 0 abstention;
After deliberation, the board of supervisors agreed to the company's plan for non-public offering of A-Shares in 2022.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
See http://www.cn.info.com.cn.cn on March 26, 2022 for details of the plan for non-public development of A-Shares in 2022.
6. The meeting deliberated and adopted the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 by 3 votes in favor, 0 against and 0 abstention;
After deliberation, the board of supervisors agreed to the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details of the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022, please refer to cninfo.com.cn on March 26, 2022.
7. The meeting deliberated and adopted the proposal on the signing of conditional and effective share subscription agreement between the company and the target to be subscribed with 3 affirmative votes, 0 negative votes and 0 abstention votes;
After deliberation, the board of supervisors agreed that the company and the target to be subscribed, chuangtong investment, signed a conditional share subscription agreement.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details of the announcement on non-public Development Bank shares involving related party transactions and signing a conditional and effective share subscription agreement with the proposed subscription object (Announcement No.: 2022020), please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on March 26, 2022.
8. The meeting deliberated and adopted the proposal on diluting the immediate return of non-public Development Bank shares, taking filling measures and commitments of relevant subjects in 2022 by 3 votes in favor, 0 against and 0 abstention;
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 (Guo Ban Fa [2013] No. 110) and several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) According to the requirements of the guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31) and other relevant documents, in order to protect the interests of small and medium-sized investors, the company has carefully analyzed the impact of non-public offering of A-Shares in 2022 on the company's main financial indicators and the impact on diluted immediate return after the completion of this offering, and put forward the filling measures to be taken by the company, The company has made relevant measures to fulfill its commitments.
After deliberation, the board of supervisors agreed to the proposal on diluting the immediate return of non-public Development Bank shares, taking filling measures and commitments of relevant subjects in 2022.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details of the announcement on diluting the immediate return of non-public development banks' shares, taking filling measures and commitments of relevant subjects in 2022 (Announcement No.: 2022021), please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on March 26, 2022. 9. The meeting deliberated and adopted the explanatory proposal on the non-public development of the company's shares without the need to prepare the report on the use of the previously raised funds by 3 votes in favor, 0 against and 0 abstention;
After deliberation, the board of supervisors held that: in view of the fact that the company has not raised funds by refinancing in recent five fiscal years and the arrival time of the company's previous raised funds has exceeded five complete fiscal years, the company does not need to prepare the report on the use of the previous raised funds for this non-public offering of shares, nor does it need to hire an accounting firm to issue an assurance report on the use of the previous raised funds.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Notes on the non-public offering of shares without the need to prepare the report on the use of the previously raised funds
For details of the announcement (Announcement No.: 2022023), please refer to the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on March 26, 2022.
10. The meeting deliberated and adopted the proposal on the plan for shareholders' dividend return in the next three years (20222024) with 3 affirmative votes, 0 negative votes and 0 abstention votes;
After deliberation, the board of supervisors agreed to the company's plan for shareholders' dividend return in the next three years (20222024). This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
For details of the shareholder dividend return plan for the next three years (20222024), please refer to cninfo.com.cn on March 26, 2022.
11. The meeting deliberated and adopted the proposal on the company's non-public development of shares involving related party transactions with 3 affirmative votes, 0 negative votes and 0 abstention.
After reviewing the performance of relevant documents and procedures of the company's non-public offering of shares in 2022, the board of supervisors believes that the subscription of shares issued by chuangtong investment complies with the provisions of the company law, the securities law and other laws and regulations as well as the articles of association, and the related party transactions comply with the principles of fairness and fairness.
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The regulations on non-public offering of shares involving related party transactions and signing conditions with the proposed subscription object shall come into force
