Securities code: Swancor Advanced Materials Co.Ltd(688585) securities abbreviation: Swancor Advanced Materials Co.Ltd(688585) Announcement No.: 2022011 Swancor Advanced Materials Co.Ltd(688585)
On the request to the general meeting of shareholders to authorize the board of directors to report to specific objects in summary procedure
Announcement of stock issuance
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law. 1、 Overview of this authorization
In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance registration of companies listed on the science and Innovation Board (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Stock Exchange, and the detailed rules for the implementation of securities issuance and underwriting of companies listed on the science and Innovation Board of Shanghai Stock Exchange, Swancor Advanced Materials Co.Ltd(688585) (hereinafter referred to as “the company”) held the 16th meeting of the second board of directors on March 30, 2022, The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures was deliberated and adopted. It was agreed that the board of directors of the company requested the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year. The authorization period is from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders. The independent directors of the company expressed their independent opinions on the proposal. The above proposals need to be submitted to the company’s annual general meeting for deliberation and approval.
2、 Specific contents of this authorization
The matters submitted to the general meeting for authorization include the following:
(I) types of securities issued this time
The type of shares issued this time is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. (II) issuing object and subscription method
The shares issued this time are issued to specific objects through simple procedures, and the issuing objects are legal persons, natural persons or other legal investment organizations that meet the provisions of the regulatory authorities and other specific objects that do not exceed 35. 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. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash.
(III) pricing base date, issue price and pricing principle
This issue is issued through inquiry, and the pricing benchmark date is the first day of the issuance period. The issuing price of this offering shall not be lower than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date. The final issue price will be determined by the board of directors of the company through consultation with the lead underwriter according to the inquiry results in accordance with relevant regulations after being authorized by the general meeting of shareholders. If the issuing object is under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation), the relevant issuing object will not participate in the inquiry process of this issuance pricing, but will accept the bidding results of other issuing objects and subscribe for the shares of this issuance at the same price as other issuing objects.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date. If the share price of the company’s shares is adjusted due to ex rights and ex interest matters such as dividend distribution, share distribution, share allotment, conversion of capital reserve into share capital within 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex rights and ex interest adjustment. During the period from the pricing base date to the issuance date, if the company has ex dividend and ex right matters such as dividend distribution, bonus shares or conversion of provident fund into share capital, the issuance reserve price of this issuance will be adjusted accordingly.
(IV) issued quantity
The total amount of funds raised from this issuance of shares shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year. The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue.
(V) sales restriction period
The shares of this issuance subscribed by the issuing object shall not be transferred within six months from the date of the end of this issuance (i.e. the date when the shares of this issuance are registered under the name); If the issuing object is under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation), the shares of this issuance subscribed by the relevant issuing object shall not be transferred within 18 months from the date of the end of this issuance (i.e. the date when the shares of this issuance are registered under the name). The shares obtained by the issuing object from the shares issued by the listed company to specific objects and derived from the distribution of stock dividends by the listed company and the conversion of capital reserve shall also comply with the above share locking arrangements. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
(VI) purpose of raised funds
The company plans to use the raised funds for projects related to the company’s main business and supplement working capital. The proportion used to supplement working capital shall comply with the relevant provisions of the regulatory authorities. Meanwhile, the use of raised funds shall comply with the following provisions:
1. Should invest in business in the field of scientific and technological innovation;
2. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; 3. The raised funds shall not be used for financial investment or invested directly or indirectly in companies whose main business is the trading of securities;
4. After the implementation of the fund-raising project, it will not add horizontal competition, obviously unfair related party transactions with the controlling shareholders, actual controllers and other enterprises under their control, or seriously affect the independence of the company’s production and operation.
(VII) accumulated profit arrangement before issuance
After the issuance, the undistributed profits accumulated by the company before the issuance will be shared by the new and old shareholders after the issuance according to the proportion of shares after the issuance.
(VIII) listing place
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
(IX) validity period of authorization
This authorization starts from the date of adoption of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
(x) authorization of the board of directors to handle specific matters of this issuance
Authorize the board of directors to fully handle all matters related to this offering within the scope of compliance with this proposal, the measures for the administration of securities issuance and registration of listed companies on the science and Innovation Board (for Trial Implementation) and other laws, regulations and normative documents, including but not limited to:
1. Authorize the board of directors to determine and implement the specific plan for issuing shares to specific objects through simple procedures, including but not limited to the issuance time, issuance quantity, issuance price, issuance object, specific subscription method and subscription proportion, on the premise of confirming that the company meets the conditions for this issuance of shares in accordance with national laws and regulations, relevant provisions of securities regulatory authorities and resolutions of the general meeting of shareholders; Pass the prospectus and other relevant documents related to this offering;
2. Authorize the board of directors to handle the reporting of this issuance, including but not limited to making, modifying, signing, reporting, supplementary submission, executing and announcing the relevant reporting documents and other legal documents of this issuance, as well as responding to the feedback of the CSRC, Shanghai Stock Exchange and other relevant regulatory authorities according to the requirements of the regulatory authorities;
3. Authorize the board of directors to sign, modify, supplement, submit, report and execute all agreements and application documents related to the issuance, handle relevant application, approval, registration, filing and other procedures, and sign major contracts and important documents in the implementation of the investment project of the raised funds; Establish a special account for the raised funds of this issuance and handle matters related to the use of the raised funds;
4. According to the regulations and requirements of the regulatory authorities, make appropriate amendments and adjustments to the issuance terms, issuance plan, amount of raised funds, application plan and other relevant contents of this issuance;
5. After the amendment of the articles of association and the implementation of the relevant provisions of the board of directors and the supervision department, the company shall complete the registration of the amendment of the relevant provisions of the articles of association and the implementation of the relevant provisions of the company’s internal authorization and control system, and complete the registration of the relevant provisions of the board of directors and the supervision department;
6. After the completion of this issuance, handle the registration, locking and listing of the shares issued this time in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd;
7. Before this offering, if the company changes its total share capital due to share distribution, conversion of share capital and other reasons, authorize the board of directors to adjust the upper limit of the number of shares issued accordingly;
8. During the validity period of the issuance resolution, if the issuance policy or market conditions change, adjust the issuance plan accordingly according to the new policy and continue to handle the issuance; In case of force majeure or other circumstances sufficient to make the issuance plan difficult to implement, or although it can be implemented, it will bring extremely adverse consequences to the company, it may decide to adjust, delay the implementation of the issuance plan or cancel the issuance application at its discretion;
9. To employ intermediaries to participate in the issuance, handle the application for the issuance and other procedures and work;
10. Handle other matters related to this offering as permitted by relevant laws and regulations and the articles of association.
It is hereby announced.
Swancor Advanced Materials Co.Ltd(688585) board of directors April 1, 2022
