Securities code: Loctek Ergonomic Technology Corp(300729) securities abbreviation: Loctek Ergonomic Technology Corp(300729) Announcement No.: 2022029
Bond Code: 123072 bond abbreviation: lege convertible bond
Loctek Ergonomic Technology Corp(300729)
Proposal for the general meeting of shareholders to authorize the board of directors
Announcement of issuing shares to specific objects by summary procedure
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.
Loctek Ergonomic Technology Corp(300729) (hereinafter referred to as "the company") held the 39th meeting of the Fourth Board of directors on April 11, 2022, deliberated and adopted the proposal 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 agreed to request the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, The total amount of raised funds shall not exceed RMB 300 million and shall not exceed 20% of the net assets at the end of the most recent year. The authorization period shall be from the date of deliberation and approval of the company's 2021 annual general meeting to the date of holding the company's 2022 annual general meeting. The above matters need to be submitted to the 2021 annual general meeting of shareholders for deliberation. The details are as follows:
1、 Specific contents of authorization
1. 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 and relevant matters of the company in accordance with relevant laws, regulations, normative documents and the articles of association, and confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures.
2. Type and quantity of securities issued
The type of shares issued is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The total amount of funds raised by issuing 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.
3. Issuing method, issuing object and placement arrangement of original shareholders
The shares are issued to specific objects in a simple procedure, and the issuing 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. 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.
4. Pricing method or price range
(1) The issuing price shall not be lower than 80% of the average price of the company's shares 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 securities issuance and registration of companies listed on the gem (for Trial Implementation), the shares subscribed by it shall not be transferred within 18 months from the date of completion of the issuance.
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 issuing shares to specific objects 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 resolutions
From the date of adoption of the company's 2021 annual general meeting to the date of holding the 2022 annual general meeting.
7. 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 relevant laws, regulations, normative documents and the articles of association, including but not limited to:
(1) Handle the declaration of this issuance, 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 the issuance plan 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 issuance plan, and determining the timing of the issuance;
(3) According to the requirements of relevant government departments and regulatory authorities, prepare, modify and submit the issuance plan 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 handle the information disclosure related to the issuance in accordance with the regulatory requirements;
(4) Sign, modify, supplement, complete, submit and execute all agreements, contracts and documents related to this offering (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 issuance, the relevant provisions of the articles of association shall be amended according to the issuance results, and relevant matters such as industrial and commercial change registration, registration and custody of new shares shall be handled with the administrative authority for Industry and Commerce and other relevant departments;
(8) Under the circumstances that the relevant laws, regulations and regulatory authorities have the latest regulations and requirements on the refinancing to fill the immediate return, according to the requirements of the relevant laws, regulations and regulatory authorities at that time, further analyze, study and demonstrate the impact of this issuance on the company's immediate financial indicators and the immediate return of the company's shareholders, formulate and modify the 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 issuance difficult to implement, or although it can be implemented, it will bring adverse consequences to the company, or the issuance policy changes, it may decide to postpone the implementation of the issuance scheme at its discretion, or continue to handle the issuance in accordance with the new issuance 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 offering.
2、 Opinions of independent directors
After verification, the board of directors of the company requested the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures. The contents of the matters comply with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the measures for the administration of securities Issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, and the resolution procedures are legal and effective, It is conducive to the sustainable development of the company and does not damage the interests of minority shareholders.
Accordingly, we agree to request the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, and agree to submit the above matters to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Risk tips
This authorization still needs to be considered at the 2021 annual general meeting of shareholders of the company. The board of directors will consider the specific issuance plan within the authorization period according to the financing needs of the company, submit it to Shenzhen stock exchange for review and register with China Securities Regulatory Commission before implementation. There is uncertainty. The company will fulfill the obligation of information disclosure in time. Please pay attention to the investment risk!
4、 Documents for future reference
1. Resolutions of the 39th meeting of the Fourth Board of directors of the company;
2. Independent opinions of independent directors on matters related to the 39th meeting of the Fourth Board of directors.
It is hereby announced.
Loctek Ergonomic Technology Corp(300729) board of directors April 13, 2022
