Securities code: Shenzhen Dawei Innovation Technology Co.Ltd(002213) securities abbreviation: Shenzhen Dawei Innovation Technology Co.Ltd(002213) Announcement No.: 2022016 Shenzhen Dawei Innovation Technology Co.Ltd(002213)
Announcement on the resolution of the 23rd Meeting of the 5th 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.
1、 Meetings of the board of directors
Shenzhen Dawei Innovation Technology Co.Ltd(002213) (hereinafter referred to as "the company") the notice of the 23rd Meeting of the 5th board of directors was sent by e-mail on March 25, 2022. The meeting was held by means of communication voting on March 25, 2022. The meeting was convened and presided over by Ms. Lian Zongmin, chairman of the board. There were 7 directors who should attend the meeting and 7 actually attended the meeting. The supervisors and senior managers 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、 Deliberations of the board meeting
1. The meeting deliberated and adopted the proposal on terminating the non-public development of A-Shares in 2020 by 4 votes in favor, 0 against, 0 abstention and 3 withdrawal;
The company's plan for non-public offering of shares in 2020 has been disclosed for a long time. After comprehensive consideration of the company's actual situation, regulatory policies and other factors, in order to fully and effectively safeguard the rights and interests of all shareholders, the company decided to terminate the non-public offering of A-Shares in 2020.
The independent directors approved the proposal in advance and expressed their independent opinions.
This proposal involves related party transactions, and related directors Ms. Lian Zongmin (the actual controller of the offering object), Mr. Lian Songyu (the related party of the concerted action of the offering object) and Ms. Gao Wei (the senior executive of the offering object) have avoided voting.
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 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; For details of the prior approval opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors and the independent opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors, please refer to http://www.cn.info.com.cn.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 subscription object by 4 votes in favor, 0 against, 0 abstention and 3 withdrawal;
In view of the company's decision to terminate the non-public offering of shares in 2020, after careful study and consultation with the subscription object Shenzhen chuangtong Investment Development Co., Ltd. (hereinafter referred to as "chuangtong investment") and Ms. Lian Zongmin, the company agreed to terminate the originally signed conditional effective share subscription agreement and sign the termination agreement on relevant matters. This matter will not have a significant adverse impact on the normal production and operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
The independent directors approved the proposal in advance and expressed their independent opinions.
This proposal involves related party transactions, and related directors Ms. Lian Zongmin (the actual controller of the offering object), Mr. Lian Songyu (the related party of the concerted action of the offering object) and Ms. Gao Wei (the senior executive of the offering object) have avoided voting.
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 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; For details of the prior approval opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors and the independent opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors, please refer to http://www.cn.info.com.cn.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 4 affirmative votes, 0 negative votes, 0 abstention votes and 3 withdrawal votes;
In accordance with the relevant provisions of laws, regulations and other normative legal documents, such as 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), the board of directors of the company has conducted a self-examination on the company according to the requirements of the relevant qualifications and conditions of 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.
The independent directors approved the proposal in advance and expressed their independent opinions.
This proposal involves related party transactions, and related directors Ms. Lian Zongmin (the actual controller of the offering object), Mr. Lian Songyu (the related party of the concerted action of the offering object) and Ms. Gao Wei (the senior executive of the offering object) have avoided voting. 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 prior approval opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors and the independent opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors, please refer to http://www.cn.info.com.cn.cn on March 26, 2022.
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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(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 (March 26, 2022), and the issue price is 10.44 yuan / share, Not less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(5) Issuing object and subscription method
The non-public shares of chuangtong are invested by the shareholders of chuangtong.
Voting results: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(7) Arrangement of accumulated undistributed profits before this offering
After the completion of this non-public offering of shares, the accumulated undistributed profits before this offering will be shared by the new and old shareholders of the company according to the proportion of shares after issuance.
Voting results: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(9) Listing location
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
Voting results: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
(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: 4 in favor, 0 against, 0 abstention and 3 withdrawal.
The independent directors approved the proposal in advance and expressed their independent opinions.
This proposal involves related party transactions, and related directors Ms. Lian Zongmin (the actual controller of the offering object), Mr. Lian Songyu (the related party of the concerted action of the offering object) and Ms. Gao Wei (the senior executive of the offering object) have avoided voting.
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 prior approval opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors and the independent opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors, please refer to http://www.cn.info.com.cn.cn on March 26, 2022.
5. The meeting deliberated and adopted the proposal on the company's plan for non-public development of A-Shares in 2022 by 4 affirmative votes, 0 negative votes, 0 abstention votes and 3 withdrawal votes;
After deliberation, the board of directors agreed to the company's plan for non-public offering of A-Shares in 2022.
The independent directors approved the proposal in advance and expressed their independent opinions.
This proposal involves related party transactions, and related directors Ms. Lian Zongmin (the actual controller of the offering object), Mr. Lian Songyu (the related party of the concerted action of the offering object) and Ms. Gao Wei (the senior executive of the offering object) have avoided voting.
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 plan for non-public development of A-Shares in 2022, the prior approval opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors and the independent opinions of independent directors on matters related to the 23rd Meeting of the 5th board of directors, please refer to cninfo.com.cn on March 26, 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 4 affirmative votes, 0 negative votes, 0 abstention votes and 3 avoidance votes;
After deliberation, the board of directors agreed to the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022.
This proposal involves related party transactions, and related directors Ms. Lian Zongmin (the actual controller of the offering object), Mr. Lian Songyu (the related party of the concerted action of the offering object) and Ms. Gao Wei (the senior executive of the offering object) have avoided voting.
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 and the independent opinions of independent directors on relevant matters of the 23rd Meeting of the Fifth Board of directors, please refer to cninfo.com.cn on March 26, 2022.
7. The meeting deliberated and adopted the proposal on signing a conditional and effective share subscription agreement between the company and the target to be subscribed by 4 affirmative votes, 0 negative votes, 0 abstention votes and 3 withdrawal votes;
After deliberation, the board of directors agreed that the company and the target to be subscribed, chuangtong investment, signed a conditional and effective share subscription agreement.
