Securities code: Shan Dong Kexing Bioproducts Co.Ltd(688136) securities abbreviation: Shan Dong Kexing Bioproducts Co.Ltd(688136) Announcement No.: 2022019 Shan Dong Kexing Bioproducts Co.Ltd(688136)
On requesting the general meeting of shareholders to authorize the board of directors to handle the summary procedure
Announcement on matters related to the issuance of shares to specific objects
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
In accordance with the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation) and the rules for the examination and approval of securities issuance and listing of companies listed on the science and Innovation Board of Shanghai Securities Exchange, the 32nd meeting of the first board of directors held on April 15, 2022 considered and adopted the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through simple procedures.
The independent directors of the company expressed their independent opinions on the proposal. This proposal must be submitted to the general meeting of shareholders of the company for deliberation and approval. 2、 Specific contents of this authorization
This authorization includes but is not limited to the following:
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 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 and registration of companies listed on the science and Innovation Board (for Trial Implementation), 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 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. For the shares whose total financing amount does not exceed 300 million yuan and does not exceed 20% of the net assets at the end of the most recent year, the number of shares issued shall be determined according to the total amount of raised funds divided 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 shares shall be issued to specific objects through simple procedures, and the issuing objects shall be legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in accordance with the provisions of the CSRC. The final offer will be determined by the board of directors and the underwriter (the underwriter) according to the situation of the underwriter's authorization. All issuers of shares are subscribed in cash.
4. Pricing method or price range
The pricing benchmark date of the issued shares is the first day of the issuance period, and the issuing price shall not be less than 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the calculation formula is: the average stock trading price of the 20 trading days before the pricing benchmark date = the total stock trading volume of the 20 trading days before the pricing benchmark date / the total stock trading volume of the 20 trading days before the pricing benchmark date).
5. 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.
6. Place of stock listing
The issued shares will be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
7. 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) Formulate, adjust and implement the issuance plan according to relevant laws and regulations, normative documents or the provisions or requirements of the securities regulatory authorities and in combination with the actual situation of the company, including but not limited to the implementation time, issuance quantity, issuance price, issuance object, specific subscription methods, subscription proportion, the scale of raised funds and other matters related to the issuance plan;
(2) Handle matters related to the construction of investment projects with raised funds and the use of raised funds, and adjust the investment projects with raised funds and their specific arrangements in accordance with relevant laws and regulations, normative documents and resolutions made by the general meeting of shareholders, in combination with the implementation, actual progress, actual amount of raised funds and other actual conditions of the securities market and investment projects with raised funds;
(3) Handle the issuance declaration, including but not limited to making, modifying, signing, reporting, supplementary submission, executing and announcing the materials related to the 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 according to the regulatory requirements;
(4) Sign, modify, supplement, submit, report and execute all agreements related to the issuance, including but not limited to the share subscription agreement, major contracts and important documents related to the raised funds;
(5) Establish a special account for the raised funds issued and handle matters related to the use of the raised funds;
(6) Handle the registration or filing of changes in registered capital and industrial and commercial changes involved in the articles of association in accordance with relevant laws and regulations, regulatory requirements and issuance;
(7) After the issuance, 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) If there are new provisions or policies in the laws, regulations and normative documents related to the issuance, changes in the market or other specific requirements of the securities regulatory authorities, the specific scheme of the issuance shall be adjusted accordingly according to the new provisions and requirements;
(9) Decide and hire relevant securities service intermediaries for issuance, and handle other matters related thereto;
(10) 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, decide to postpone the implementation of the issuance plan or terminate it in advance at its discretion;
(11) Handle other matters related to the issuance within the scope permitted by laws and regulations, normative documents and the articles of association.
8. 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.
9. Validity of 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.
It is hereby announced.
Shan Dong Kexing Bioproducts Co.Ltd(688136) board of directors April 19, 2022
