Securities code: 300021 securities abbreviation: Dayu Water-Saving Group Co.Ltd(300021) Announcement No.: 2022-003 bond Code: 123063 bond abbreviation: Dayu convertible bond
Dayu Water-Saving Group Co.Ltd(300021)
Announcement on resolutions of the 60th (Interim) meeting of the 5th board of directors
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
The 60th (Interim) meeting of the 5th board of directors of Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as "the company") was held at 9:00 a.m. on January 10, 2022 in the company's conference room by combining on-site and communication meetings. The meeting notice was delivered by mail, fax or personal delivery on January 6, 2022. The meeting was presided over by Mr. Wang Haoyu, chairman of the board of directors. Supervisors, President and some senior managers attended the meeting as nonvoting delegates. There are 9 directors who should vote and 9 directors who actually vote. The meeting complies with the relevant provisions of the company law and the articles of association. After careful deliberation, the attending directors formed the following resolutions:
1、 The proposal on the bidding results of the company's issuance of shares to specific objects in 2021 through simple procedures was deliberated and adopted
In accordance with the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, as well as the authorization of the 2020 annual general meeting of shareholders of the company, the company The lead underwriter sent the subscription invitation to qualified investors on December 21, 2021, and officially launched the offering on December 22, 2021. After the quotation of investors on December 24, 2021 and in accordance with the principles of determining the issuance object, issuance price and number of shares allocated in the subscription invitation, It is confirmed that the final bidding results of the company issuing shares to specific objects through simple procedures are as follows:
Subscription amount (yuan) number of subscribed shares (shares) No. (yuan / share)
1 JPMORGAN CHASE BANK, NATIONAL 5.12 20,000,000 3,906,250 ASSOCIATION
2 China Securities Co.Ltd(601066) 5.12 10,000,000 1,953,125
3 CAITONG Fund Management Co., Ltd. 5.12 32 million 6250000
4 Fujian Xinxin Investment Co., Ltd. 5.12 10000000 1953125
5 Guo Weisong 5.12 10000000 1953125
6 Huaxia Fund Management Co., Ltd. (on behalf of its management group, 5.12 2499997.44 4882812)
7 Jifu Venture Capital Co., Ltd. 5.12 20000000 3906250
8 Jinxiu Zhonghe (Tianjin) Investment Management Co., Ltd. - jin5.12 10000000 1953125 xiu608 private investment fund
9 Jinxiu Zhonghe (Tianjin) Investment Management Co., Ltd. - zhong5.12 10000000 1953125 and capital cultivation No. 828 private securities investment fund
10 LV Qiang 5.12 70000000 13671875
11 Nord Fund Management Co., Ltd. 5.12 33000007.68 6445314
12 Beijing Yi'an Capital Management Co., Ltd. - Yi'an Fujia 2 5.12 10000000 1953125 private investment fund
13 China Galaxy Securities Co.Ltd(601881) 5.12 24,999,997.44 4,882,812
14 Citic Securities Company Limited(600030) 5.12 14,999,997.44 2,929,687
Voting results of the proposal: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
2、 The proposal on signing a share subscription agreement with specific objects with effective conditions was deliberated and adopted one by one
According to the current effective securities law, measures for the administration of securities issuance registration of companies listed on GEM (for Trial Implementation), detailed rules for the implementation of securities issuance and underwriting business of companies listed on gem of Shenzhen Stock Exchange and the authorization of the company's 2020 annual general meeting, the company officially launched the Issuance on December 22, 2021, According to the final bidding results and the requirements of the invitation for subscription, the company agrees to sign a share subscription agreement with effective conditions with the following specific objects:
(I) signed with JPMorgan Chase Bank, National Association the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures
Voting results: 9 in favor, 0 against and 0 abstention.
(II) sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with China Securities Co.Ltd(601066)
Voting results: 9 in favor, 0 against and 0 abstention.
(III) sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with CAITONG Fund Management Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
(IV) sign the share subscription agreement with effective conditions for the issuance of shares on the Dayu Water-Saving Group Co.Ltd(300021) gem to specific objects through simple procedures with Fujian Xinxin Investment Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
(V) sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with Guo Weisong
Voting results: 9 in favor, 0 against and 0 abstention.
(VI) sign the share subscription agreement with effective conditions for the issuance of shares on the Dayu Water-Saving Group Co.Ltd(300021) gem to specific objects through simple procedures with Huaxia Fund Management Co., Ltd. (on behalf of its management portfolio)
Voting results: 9 in favor, 0 against and 0 abstention.
(VII) sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through summary procedures with Gifu Venture Capital Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
(VIII) sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with Jinxiu No. 608 private investment fund of Jinxiu Zhonghe (Tianjin) Investment Management Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
(IX) sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with Jinxiu Zhonghe (Tianjin) Investment Management Co., Ltd. - Zhonghe capital gengyong No. 828 private securities investment fund
Voting results: 9 in favor, 0 against and 0 abstention.
(x) sign the share subscription agreement with effective conditions for the issuance of shares on the Dayu Water-Saving Group Co.Ltd(300021) gem to specific objects through summary procedures with LV Qiang
Voting results: 9 in favor, 0 against and 0 abstention.
（11） Signed the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with Nord Fund Management Co., Ltd
Voting results: 9 in favor, 0 against and 0 abstention.
（12） Signed the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures with Beijing Yi'an Capital Management Co., Ltd. - Yi'an Fujia No. 2 private investment fund
Voting results: 9 in favor, 0 against and 0 abstention.
（13） Signed with China Galaxy Securities Co.Ltd(601881) the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through simple procedures
Voting results: 9 in favor, 0 against and 0 abstention.
（14） Sign the Dayu Water-Saving Group Co.Ltd(300021) gem share subscription agreement with effective conditions for issuing shares to specific objects through summary procedures with Citic Securities Company Limited(600030)
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
3、 The proposal on the authenticity, accuracy and completeness of < Dayu Water-Saving Group Co.Ltd(300021) gem's issuance of stock prospectus to specific objects through simple procedures was deliberated and adopted
According to the current effective securities law, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation) and the standards for the content and format of information disclosure by companies publicly issuing securities No. 36 - prospectus and issuance report of securities issued by companies listed on the gem to specific objects (revised in 2020) And the authorization of the company's 2020 annual general meeting of shareholders, combined with the specific situation of the company, the company has prepared the prospectus for the issuance of shares to specific objects on the Dayu Water-Saving Group Co.Ltd(300021) gem through simple procedures. The document has no false records, misleading statements or major omissions, and the content is true, accurate and complete.
Voting results of the proposal: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
4、 The proposal on the company's non recurring income statement was deliberated and adopted
In accordance with the accounting standards for business enterprises, registration measures and relevant provisions, the company prepared the detailed statement of non recurring profits and losses from Dayu Water-Saving Group Co.Ltd(300021) 2018 to September 30, 2021, and hired Lixin Certified Public Accountants (special general partnership) to issue the assurance report of non recurring profits and losses from Dayu Water-Saving Group Co.Ltd(300021) 2018 to September 30, 2021.
Voting results of the proposal: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to cninfo.com, the gem information disclosure website designated by CSRC（ http://www.cn.info.com.cn. ）Assurance report on Dayu Water-Saving Group Co.Ltd(300021) non recurring profits and losses from 2018 to September 30, 2021.
5、 The proposal on updating the company's 2021 plan for issuing shares to specific objects through simple procedures was reviewed and adopted
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC, as well as the authorization of the company's 2020 annual general meeting of shareholders, and in combination with the actual situation of the company, the company updated the company's plan for issuing shares to specific objects by simple procedures in 2021, This update does not involve scheme adjustment.
For the details of the updated plan for the company to issue shares to specific objects through simple procedures in 2021 (Revised Draft), see the company's disclosure on the same day on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results of the proposal: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
6、 The proposal on updating the demonstration and analysis report on the company's plan to issue shares to specific objects in 2021 through simple procedures was reviewed and approved
In accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC, as well as the authorization of the 2020 annual general meeting of shareholders of the company, and in combination with the specific situation of the company, The company updated the demonstration and analysis report of the company's stock issuance scheme to specific objects in 2021 through simple procedures.
The detailed contents of the updated demonstration and analysis report on the company's scheme of issuing shares to specific objects by simple procedures in 2021 (Revised Draft) are disclosed by the company on the same day on the gem information disclosure website cninfo.com designated by the CSRC（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results of the proposal: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their independent opinions on the proposal.
7、 The proposal on updating the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects in 2021 through simple procedures was reviewed and adopted
According to the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents
