Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022024 Kede Numerical Control Co.Ltd(688305)
Announcement on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures
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
According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and 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, on April 7, 2022, Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as "the company") held the 22nd Meeting of the second board of directors and the 21st Meeting of the second board of supervisors, The proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures was deliberated and adopted respectively, and 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 most recent year, The authorization period is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting. The matter still needs to be considered by the general meeting of shareholders of the company.
The independent directors of the company have expressed their independent opinions on the proposal. The opinions are as follows: the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures. The contents of the proposal comply with relevant laws and regulations and the relevant provisions of the articles of association, meet the development needs of the company, and the relevant decision-making procedures are legal and effective. There is no situation that damages the overall interests of the company and all shareholders, especially small and medium-sized shareholders.
As an independent director of the company, we unanimously agree to the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
2、 Specific contents of this authorization
The matters submitted to the general meeting for authorization include the following:
(I) confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures
Authorize the board of directors to conduct self-examination and demonstration on the actual situation of the company in accordance with the provisions of relevant laws, regulations and normative documents, such as the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation), and confirm whether the company meets the conditions for issuing shares to specific objects through simple procedures.
(II) types and number of shares issued
The type of shares issued is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
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 shares to be issued 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.
(III) issuing method, issuing object and placement arrangement to original shareholders
The issuance of shares shall be in the form of non-public issuance to specific objects through simple procedures. The issuance objects are securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors and other legal persons in accordance with the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") Natural persons or other legal investment organizations, with no more than 35 issuing objects (including 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. (IV) pricing method or price range
The stock pricing method is that the total stock price is not lower than the benchmark trading day 20 days before the benchmark trading day of the issuance period, and the pricing formula is 20 days before the benchmark trading day of the issuance period (the average price of the stock is 20 days before the benchmark trading day of the issuance period).
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.
The final issue price of this issue will be determined by bidding according to the authorization of the general meeting of shareholders, and the board of directors of the company will negotiate with the lead underwriter according to the inquiry results in accordance with relevant regulations, but not lower than the above-mentioned issue reserve price.
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. (V) sales restriction period
The non-public shares issued to specific objects shall not be transferred within six months from the date of the end of this issuance (i.e. the date when the shares issued this time are registered in the name of relevant parties); If the issuing object falls 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 subscribed by it shall not be transferred within 18 months from the date of the completion of this issuance (i.e. the date when the shares issued this time are registered in the name of the relevant parties). The shares obtained from this non-public offering shall also comply with the above share locking arrangements in the form of bonus shares given by the listed company or conversion of provident fund into share capital. 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. 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) place of stock listing
The shares issued this time will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
(VIII) accumulated profit arrangement before issuance
After the issuance of shares, the accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
(IX) authorize the board of directors to handle the specific matters of issuing shares to specific objects through summary procedures
Authorize the board of directors to fully handle all matters related to the issuance of shares to specific objects through summary procedures, including but not limited to:
1. In accordance with relevant laws and regulations, normative documents or the provisions of the securities regulatory authorities and the resolutions of the general meeting of shareholders, on the premise of confirming that the company meets the conditions for the issuance of shares, and in combination with the actual situation of the company, formulate, adjust and implement the specific scheme for the issuance of shares to specific counterparties through simple procedures, including but not limited to the issuance time, issuance quantity, issuance price, issuance object, specific subscription method, subscription proportion Purpose and scale of raised funds and other matters related to this issuance;
2. According to relevant laws and regulations, normative documents or the provisions of the securities regulatory authorities and the resolutions of the general meeting of shareholders, and in combination with the implementation, actual progress, actual amount of raised funds and other actual conditions of the industry and the raised funds investment project, formulate and adjust the specific arrangements of the raised funds investment project, and sign all contracts, agreements or documents related to the raised funds and the raised funds investment project, And pass the prospectus and other relevant documents related to this offering;
3. Handle the declaration of this issuance, including but not limited to making, modifying, signing, submitting, supplementing, submitting, executing and announcing the declaration documents and other legal documents related to this issuance according to the requirements of the regulatory authorities, replying to the feedback of the relevant regulatory authorities, and handling the information disclosure related to the issuance in accordance with the relevant regulations and regulatory requirements;
4. Sign, modify, supplement, submit, submit and execute all agreements and application documents related to this offering, and go through all relevant procedures such as application, approval, registration and filing;
5. Establish a special account for the raised funds issued and handle matters related to the use of the raised funds;
6. Before this offering, if the total share capital of the company changes due to share distribution, conversion to share capital and other reasons, authorize the board of directors to adjust the upper limit of the number of shares issued accordingly;
7. After the completion of this offering, handle the registration, locking and listing of new shares in Shanghai Stock Exchange and Shanghai Branch of China Securities Depository and Clearing Co., Ltd;
8. After the completion of this offering, revise the relevant contents of the articles of association according to the relevant laws and regulations, regulatory requirements and the actual situation of this offering, and authorize the board of directors and its designated personnel to handle the industrial and commercial change registration and filing related to the change of registered capital;
9. In case of changes in laws, regulations and normative documents related to this offering, or changes in issuance policies and market conditions, or other specific requirements or regulations of the securities regulatory authorities, the board of directors shall be authorized to make corresponding amendments or adjustments to the specific scheme, investment projects of raised funds and relevant contents of raised funds according to the new regulations and requirements; In case of force majeure or other circumstances sufficient to make the issuance difficult to implement, or although it can be implemented, it will bring extremely adverse consequences to the company, the authorized board of directors may, at its discretion, adjust the issuance plan, delay the implementation, revoke the issuance application and terminate the issuance;
10. Decide and hire the relevant securities service intermediaries for this offering, sign agreements with relevant parties, and deal with other matters related thereto;
11. Handle other matters related to this offering within the scope permitted by laws and regulations, normative documents and the articles of association.
(x) validity of the resolution
From the date of deliberation and approval of the company's 2021 annual general meeting to the date of the company's 2022 annual general meeting.
3、 Risk tips
The matter of requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures needs to be deliberated and approved by the 2021 annual general meeting of shareholders of the company. Please pay attention to investment risks.
It is hereby announced.
Kede Numerical Control Co.Ltd(688305) board of directors April 11, 2022
