Securities code: Sanlux Co.Ltd(002224) securities abbreviation: Sanlux Co.Ltd(002224) Announcement No.: 2022006 bond Code: 128039 bond abbreviation: Sanli convertible bond
Announcement of resolutions of the 5th meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Sanlux Co.Ltd(002224) (hereinafter referred to as "the company") the notice of the fifth meeting of the seventh board of supervisors was sent by telephone, e-mail, written documents and other means on April 8, 2022.
2. The meeting was held on site at 16:00 on April 15, 2022.
3. Three supervisors should attend the meeting and three supervisors actually attended the meeting.
4. The meeting was presided over by Mr. Shen Guojian, chairman of the board of supervisors of the company.
5. The meeting of the board of supervisors was held in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation, the attending supervisors passed the following proposals:
1. The proposal on the company's compliance with the conditions for non-public development of A-share shares was deliberated and adopted
After verification, the board of supervisors believes that the company complies with the provisions on non-public issuance of A-Shares stipulated in the current relevant laws, regulations and normative documents, and has all the qualifications and conditions for non-public issuance of a shares.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the company's non-public offering of A-Shares in 2022 was deliberated and passed one by one. According to the provisions of 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, the company has formulated the non-public offering of shares. The specific contents are as follows:
(1) Type and par value of issued shares
The types of shares in this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(2) Issuing method and time
This offering adopts the method of non-public issuance of RMB common shares (A shares) to specific objects. The company will choose an appropriate time to implement the issuance within the validity period of the reply of the CSRC to approve the issuance.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(3) Distribution object
The objects of this non-public offering are no more than 35 specific investors. The objects of this issuance are legal investors such as securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors, other domestic and foreign institutional investors and natural persons in accordance with the provisions of the CSRC. 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 and investment company is the issuing object, it can only subscribe with its own funds.
The final offering object will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on this offering, through negotiation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the offering, in the form of bidding and in accordance with the principle of price priority.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(4) Pricing base date, issue price and pricing principle
The issue price of this non-public offering is determined through inquiry. The pricing base date is the first day of the issuance period of this non-public offering, and the issue price is no less than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. the issue base price). 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.
The final issue price will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders, after the company obtains the approval and reply of the CSRC on the issue, and through negotiation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the issue, in the form of bidding and in accordance with the principle of price priority.
During the period from the pricing base date of this issuance to the issuance date, if the company issues cash dividends, shares or capital reserve converted into share capital, the issuance reserve price of this issuance will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(5) Issue quantity and subscription method
The number of shares in this non-public offering is calculated according to the total amount of funds raised in this offering divided by the issue price determined by the final inquiry. At the same time, according to the provisions of the issuance supervision Q & A - regulatory requirements on guiding and regulating the financing behavior of listed companies (revised version) of the CSRC, the number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance. Based on the total share capital of the company and the number of Sanli convertible bonds issued as of March 31, 2022, without considering the conversion of Sanli convertible bonds into shares, the number of shares issued this time shall not exceed 218877852 (including this number); Assuming that all Sanli convertible bonds are converted into shares before this issuance, the number of shares issued this time shall not exceed 229365463 shares (including this number). If Sanli convertible bonds are partially converted before this issuance, the number of shares issued will be adjusted accordingly, and the registration approval document of the CSRC on this issuance shall prevail.
Within the above scope, the final issuance quantity will be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the actual situation at the time of issuance after being approved by the CSRC. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
If there is any change in the total share capital of the company before the issuance due to share distribution, conversion of capital reserve into share capital, equity incentive, share repurchase and cancellation, conversion of Sanli convertible bonds or other reasons from the announcement date of the resolution of the board of directors to the issuance date, the upper limit of the number of shares of the non-public Development Bank will be adjusted accordingly.
All issuers subscribe for the non-public offering in cash.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(6) Purpose of raised funds
The total amount of funds raised in this issuance (including issuance expenses) shall not exceed RMB 900 million (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
No. project name total planned investment proposed to use raised funds (10000 yuan) investment amount (10000 yuan)
1. Rubber V-belt Intelligent Manufacturing Industrial Park project with an annual output of 500 million a meters 155093678446223
2 digital intelligent management platform construction project 553777553777
No. project name total planned investment proposed to use raised funds (10000 yuan) investment amount (10000 yuan)
Total 160631449000000
Note: the total amount of raised funds is the amount after deducting the newly invested and proposed financial investment of 103.5 million yuan from the six months before the resolution date of the sixth meeting of the seventh board of directors (April 15, 2022) to the issuance.
After the funds raised from this non-public offering are in place, if the actual net amount of funds raised is less than the above amount of funds to be invested, the board of directors and its authorized persons of the company will adjust and finally decide the specific investment projects of the raised funds according to the actual net amount of funds raised and within the scope of the above investment projects of raised funds, according to the progress of the investment projects of raised funds and the actual situation of capital demand The priority and the specific investment amount of each project, and the insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Before the funds raised in this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the investment projects with raised funds, and replace them according to the procedures of relevant laws and regulations after the raised funds are in place.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(7) Restricted period
After the completion of this issuance, the shares issued by the company subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the issuance.
From the completion of this offering to the expiration of the restriction on sale, the shares increased by the issuing object due to the company's share offering or the conversion of capital reserve into share capital shall also comply with the above restriction on sale.
After the expiration of the above restricted sale period, the transfer and transaction of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(8) Listing location
The shares issued this time are planned to be listed and traded on Shenzhen Stock Exchange.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(9) Arrangement of the company's accumulated profits before this non-public offering
The accumulated undistributed profits of the company before the completion of this non-public offering shall be shared by the new and old shareholders after the completion of this offering according to the shareholding ratio.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
(10) Validity period of this non-public offering resolution
The validity period of this issuance resolution is 12 months from the date when the non-public offering is deliberated and approved by the general meeting of shareholders of the company.
Voting result: 3 votes in favor; 0 against; There were no abstentions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on the company's plan for non-public development of A-Shares in 2022 was deliberated and adopted
For details, please refer to the company's disclosure on cninfo.com on April 16, 2022（ http://www.cn.info.com.cn. ）A-share plan for non-public development banks in Sanlux Co.Ltd(002224) 2022 on.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was reviewed and approved
For details, please refer to the company's disclosure on cninfo.com on April 16, 2022（ http://www.cn.info.com.cn. ）Feasibility analysis report on the use of funds raised from A-share shares of non-public development banks.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the company's non-public Development Bank A-share diluted immediate return, filling measures and commitments of relevant subjects in 2022 was deliberated and adopted
For details, please refer to the company's disclosure in China Securities Journal, securities times, securities daily and cninfo.com on April 16, 2022（ http://www.cn.info.com.cn. ）Announcement on diluting the immediate return of A-share shares of non-public development banks, taking filling measures and commitments of relevant subjects (Announcement No.: 2022007).
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on the company's shareholder return plan for the next three years (20222024) was deliberated and adopted
For details, please refer to the company's disclosure on cninfo.com on April 16, 2022（ http://www.cn.info.com.cn. ）Shareholder return plan for the next three years (20222024) on.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the report on the use of the company's previously raised funds was deliberated and adopted
For details, please refer to the company's disclosure in China Securities Journal, securities times, securities daily and cninfo.com on April 16, 2022（ http://www.cn.info.com.cn. ）Report on the use of previously raised funds (Announcement No.: 2022008).
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8. The proposal on adjusting Sanlux Co.Ltd(002224) 2021 employee stock ownership plan and its summary was reviewed and approved;
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