Securities code: Roshow Technoiogy Co.Ltd(002617) securities abbreviation: Roshow Technoiogy Co.Ltd(002617) Announcement No.: 2022024 Roshow Technoiogy Co.Ltd(002617)
Announcement of resolutions of the 13th 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、 Convening of board meeting
The 13th meeting of the 5th board of directors of Roshow Technoiogy Co.Ltd(002617) (hereinafter referred to as “the company” or ” Roshow Technoiogy Co.Ltd(002617) “) was notified in writing to all directors on March 25, 2022, and was held on site at 10:30 a.m. on April 1, 2022 in the conference room of the company’s office building, No. 38, Luxiao Road, Diankou Town, Zhuji City. 8 directors should attend the meeting, and 8 directors actually attended the on-site meeting. The meeting was presided over by Mr. Lu Yong, chairman of the board. Supervisors and some senior managers attended the meeting as nonvoting delegates. The convening and voting procedures of this meeting comply with the company law, the articles of association and other relevant provisions.
2、 Deliberations of the board meeting
After full discussion by the directors present, the following resolutions were adopted:
1. Deliberated and passed the proposal on adjusting the A-share plan of non-public development banks in Roshow Technoiogy Co.Ltd(002617) 2021
Voting results: 8 in favor, 0 against and 0 abstention.
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 relevant laws and regulations, as well as the provisions of the normative documents of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), and in combination with the actual situation of the company, The company plans to adjust the amount of funds raised in the non-public offering of a shares. Adjust the relevant parts of the company’s 2021 non-public Development Bank A-share stock plan as follows: before adjustment:
Application of raised funds
The total amount of funds raised in this offering is expected to be no more than 2940 million yuan, which will be used for the investment of the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name project investment amount raised fund use amount
121 Shenzhen Cereals Holdings Co.Ltd(000019) 4000 project of the third generation power semiconductor (silicon carbide) Industrial Park
2 large size silicon carbide substrate R & D center project 50000
3. Supplementary working capital: 50000
Total 31 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 4000
Note: the use amount of raised funds has deducted the amount of raised investment projects invested before the resolution date of the board of directors of the non-public offering of shares, as well as the financial investment newly invested and proposed to be invested from six months before the resolution date of the board of directors to the issuance. The total amount of the above-mentioned amount does not exceed 160 million yuan.
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised cannot meet the capital needs of the above projects, the insufficient part shall be solved by the company with its own funds or self raised funds through other financing methods.
Before the raised funds of this non-public offering are in place, the company will use the self raised funds to invest in the investment projects with raised funds according to the actual situation of the project progress, and replace the early invested funds with the raised funds after the raised funds are in place.
After adjustment:
Application of raised funds
The total amount of funds raised in this offering is expected to be no more than 256745 million yuan, which will be used for the investment of the following projects after deducting the issuance expenses:
Unit: 10000 yuan
No. project name project investment amount raised fund use amount
121 Shenzhen Cereals Holdings Co.Ltd(000019) 4000 project of the third generation power semiconductor (silicon carbide) Industrial Park
2 large size silicon carbide substrate R & D center project 50000
3 supplementary working capital 12745
Total 272745256745
Note: the use amount of raised funds has deducted the amount of raised investment projects invested before the resolution date of the board of directors of the non-public offering of shares, as well as the financial investment newly invested and proposed to be invested from six months before the resolution date of the board of directors to the issuance. The total amount of the above-mentioned amount does not exceed 160 million yuan.
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised cannot meet the capital needs of the above projects, the insufficient part shall be solved by the company with its own funds or self raised funds through other financing methods.
Before the raised funds of this non-public offering are in place, the company will use the self raised funds to invest in the investment projects with raised funds according to the actual situation of the project progress, and replace the early invested funds with the raised funds after the raised funds are in place.
The independent directors of the company expressed relevant independent opinions on the proposal.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）Announcement on the revision of the A-share stock plan of non-public development banks in 2021 (Announcement No.: 2022026).
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to handle the specific matters of this non-public offering of shares, which was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2. The proposal on Roshow Technoiogy Co.Ltd(002617) 2021 plan for non-public development of A-Shares (Revised Version) was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
In order to implement the non-public offering of shares, 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 securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws and regulations, as well as the normative documents of the CSRC, and in combination with the actual situation of the company, Adjust the company’s plan for non-public development of A-Shares in 2021. For details, the company published it on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant documents on.
The independent directors of the company expressed relevant independent opinions on the proposal.
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to handle the specific matters of this non-public offering of shares, which was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3. The proposal on Roshow Technoiogy Co.Ltd(002617) the feasibility analysis report on the use of funds raised by non-public development banks in 2021 (Revised Version) was deliberated and adopted
Voting results: 8 in favor, 0 against and 0 abstention.
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 relevant laws and regulations, as well as the relevant provisions of the normative documents of the CSRC, and in combination with the actual situation of the company, the company revised the feasibility analysis report on the use of funds raised by non-public offering of shares in 2021, For details, the company published it on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant reports.
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to handle the specific matters of this non-public offering of shares, which was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
4. The proposal on diluting the immediate return, filling measures and commitments of relevant subjects (Revised Draft) of non-public development banks was deliberated and adopted
Voting results: 8 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 (GBF [2013] No. 110) According to the requirements of relevant documents such as several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (China Securities Regulatory Commission [2015] No. 31), the total amount of funds raised from this non-public offering has been adjusted according to the actual situation of the company, According to the adjusted non-public offering plan, the company revised the company’s “on non-public Development Bank‘s diluted immediate return, filling measures and relevant subject commitments”.
The independent directors of the company expressed relevant independent opinions on the proposal.
For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com published by the company on the same day（ http://www.cn.info.com.cn. ）The announcement on the risk prompt of the diluted spot return of non-public development banks and the measures to fill the return and the commitments of relevant subjects (Revised) (Announcement No.: 2022027).
According to the proposal on requesting the general meeting of shareholders of the company to authorize the board of directors of the company to handle the specific matters of this non-public offering of shares, which was deliberated and adopted at the fourth extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
Roshow Technoiogy Co.Ltd(002617) the resolution of the 13th meeting of the 5th board of directors.
It is hereby announced.
Roshow Technoiogy Co.Ltd(002617) board of directors April 1, 2002
