Securities code: Shenzhen Minkave Technology Co.Ltd(300506) securities abbreviation: Shenzhen Minkave Technology Co.Ltd(300506) Announcement No.: 2022032 Shenzhen Minkave Technology Co.Ltd(300506) about
A notice requesting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance
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.
Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as "the company") held the 13th meeting of the 4th board of directors on April 1, 2022, deliberated and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance.
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the "measures for the administration of registration"), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, and the notice on the application of refinancing summary procedures to companies listed on the gem, The board of directors of the company requests 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 RMB 300 million and no more than 20% of the net assets at the end of the most recent year. The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022. This authorization includes the following contents:
1. Confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures (hereinafter referred to as "microfinance")
Authorize the board of directors to conduct self-examination and demonstration on the actual situation and relevant matters of the company 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 registration and other laws, regulations and normative documents, as well as the articles of association, and confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures.
2. Type, quantity and par value of issued shares
Issue RMB ordinary shares (A shares) listed in China 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 to specific objects, with a par value of 1.00 yuan per share. 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. 3. Issuing method, issuing object and placement arrangement to original shareholders
The issuance of shares adopts the method of non-public issuance to specific objects through simple procedures, and the issuance objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line with the provisions of the regulatory authorities. Securities investment fund management companies, securities companies, qualified overseas investors and RMB qualified overseas 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.
4. Pricing method or price range
(1) The issue price shall not be less than 80% of the average price of the company's shares in the 20 trading days before the pricing benchmark date (the calculation formula is: the average price of shares in the 20 trading days before the pricing benchmark date = the total amount of shares traded in the 20 trading days before the pricing benchmark date / the total amount of shares traded in the 20 trading days before the pricing benchmark date);
(2) Shares issued to specific objects shall not be transferred within 6 months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of registration, the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance. 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.
This authorization of the board of directors to issue shares to specific objects will not lead to changes in the company's control. 5. Purpose of raised funds
The purpose of the funds raised by this issuance of shares shall comply with the following provisions:
(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; (2) The funds raised this time shall not be used for holding financial investment, and shall not be directly or indirectly invested in companies whose main business is the trading of securities;
(3) 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.
6. Validity of resolution
The validity period of the resolution is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of convening the 2022 annual general meeting of shareholders.
7. Authorization of the board of directors to handle specific matters of this issuance
Authorize the board of directors to comply with this proposal, 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 registration, the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations Within the scope of normative documents and the articles of association, fully handle all matters related to this microfinance, including but not limited to:
(1) Handle the declaration of this microfinance, including making, modifying, signing and reporting relevant declaration documents and other legal documents;
(2) Within the scope permitted by laws, regulations, relevant provisions of the CSRC and the articles of association, formulate, adjust and implement this small quick financing scheme in accordance with the requirements of the competent department and in combination with the actual situation of the company, including but not limited to determining the amount of raised funds, issuance price, issuance quantity, issuance object and all other matters related to the small quick financing scheme, Decide on the issuance timing of this microfinance;
(3) According to the requirements of relevant government departments and regulatory agencies, prepare, modify and submit the microfinance scheme and the application materials for the issuance and listing, go through relevant procedures, implement the share restriction and other procedures related to the issuance and listing, and deal with the information disclosure related to the Microfinance in accordance with the regulatory requirements;
(4) Sign, modify, supplement, complete, submit and execute all agreements, contracts and documents related to this microfinance (including but not limited to sponsor and underwriting agreements, agreements related to raised funds, subscription agreements signed with investors, announcements and other disclosure documents);
(5) According to the requirements of relevant competent authorities and the actual situation of the securities market, adjust the specific arrangements of the investment projects with raised funds within the scope of the resolutions of the general meeting of shareholders;
(6) Employ intermediary institutions such as sponsors (lead underwriters) and deal with other matters related thereto;
(7) After the completion of this microfinance, modify the corresponding provisions of the articles of association according to the results of this microfinance, and handle relevant matters such as industrial and commercial change registration, registration and custody of new shares with the administrative authority for Industry and Commerce and other relevant departments;
(8) Under the circumstances that relevant laws, regulations and regulatory authorities have the latest provisions and requirements for refinancing to fill the immediate return, according to the requirements of relevant laws, regulations and regulatory authorities at that time, further analyze, study and demonstrate the impact of this microfinance on the company's immediate financial indicators and the immediate return of shareholders, formulate and modify relevant filling measures and policies, and fully handle other matters related thereto;
(9) In case of force majeure or other circumstances sufficient to make the microfinance difficult to implement, or although it can be implemented, it will bring adverse consequences to the company, or the microfinance policy changes, it may decide to postpone the implementation of the microfinance scheme at its discretion, or continue to handle the issuance according to the new microfinance policy;
(10) Before the issuance, if the total share capital of the company changes due to share distribution, conversion of share capital and other reasons, the board of directors is authorized to adjust the upper limit of the issuance amount accordingly;
(11) Handle other matters related to this microfinance.
It is hereby announced.
Shenzhen Minkave Technology Co.Ltd(300506) board of directors
April 2, 2022
