Stock Code: 688033 securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Announcement No.: 2022-004 Beijing Tianyishangjia New Material Corp.Ltd(688033)
Announcement of resolutions of the 38th meeting of the second board of directors
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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
The 38th meeting of the second board of directors of Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as ” Beijing Tianyishangjia New Material Corp.Ltd(688033) ” or “the company”) (hereinafter referred to as “the meeting”) was held by on-site communication in the company’s conference room at 9:00 a.m. on January 11, 2022. The notice of the meeting and relevant materials were sent by telephone and e-mail on January 8, 2022. There are 9 directors who should attend the meeting and 9 actually attended the meeting. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Beijing Tianyishangjia New Material Corp.Ltd(688033) articles of Association (hereinafter referred to as the “articles of association”).
The meeting was convened and presided over by Ms. Wu Peifang, chairman of the board of directors. After full discussion and careful deliberation, the directors attending the meeting unanimously agreed and adopted the following resolutions:
1、 The proposal on the company meeting the conditions for issuing A-Shares to specific objects was deliberated and adopted
In accordance with the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the administrative measures for the registration of securities issuance of companies listed on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “administrative measures for registration (for Trial Implementation)”) and other relevant laws, regulations and normative documents, The company carefully compared with the requirements of listed companies on the science and innovation board to issue shares to specific objects, conducted self-examination and demonstration on the actual situation of the company, and considered that the company met the conditions for listed companies on the science and innovation board to issue A-Shares to specific objects.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting: 9 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 plan to issue A-Shares to specific objects in 2022 was deliberated and adopted one by one
The directors present at the meeting deliberated and approved the relevant contents of the scheme of issuing A-Shares to specific objects one by one, as follows:
1. Type and par value of issued shares
The type of shares issued to specific objects this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting: 9 in favor, 0 against and 0 abstention.
2. Method and time of issuance
This issuance will be carried out by issuing A-Shares to specific objects, and will be issued to specific objects at an appropriate time within the validity period after China Securities Regulatory Commission (hereinafter referred to as “CSRC”) agrees to register.
Voting: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The target of this issuance is no more than 35 specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified overseas institutional investors, other domestic legal person investors, natural persons or other qualified investors that meet the conditions specified by 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 of the company through consultation with the sponsor (lead underwriter) of the offering according to the inquiry results after the offering is reviewed and approved by Shanghai Stock Exchange and approved to be registered by China Securities Regulatory Commission. If laws, regulations or normative documents have other provisions on the issuing object at the time of issuance, such provisions shall prevail. All issuers subscribe for the shares issued by the company in RMB cash at the same price.
Voting: 9 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The issuance of shares to specific objects adopts the method of inquiry issuance, and the pricing benchmark date of this issuance to specific objects is the first day of the issuance period. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
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. If the share price of the company’s shares is adjusted due to ex right and ex interest matters such as dividend distribution, share distribution and 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 right and ex interest adjustment.
During the period from the pricing base date to the issue 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 issue reserve price of shares issued to specific objects will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Cash distribution and bonus shares or share capital conversion: P1 = (p0-d) / (1 + n)
Where P0 is the issue reserve price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and the issue reserve price after adjustment is P1.
The final issue price shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the application for the issuance of specific objects to obtain the registration documents of the CSRC, but shall not be lower than the above-mentioned issue reserve price.
Voting: 9 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price. At the same time, the number of shares issued this time shall not exceed 30% of the total share capital of the company before the issue to specific objects, that is, the number of shares issued this time shall not exceed 134621156 (including this number). The upper limit of the final number of shares issued shall be subject to the upper limit of the number of shares approved and registered by the CSRC. Within the above scope, the final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders and in combination with the final issuance price.
If the company’s shares have ex rights matters such as share distribution, conversion of capital reserve into share capital from the resolution date of the board of directors to the issuance date, and other matters lead to changes in the company’s total share capital, the upper limit of the issuance amount will be adjusted accordingly.
If the total number of shares issued to a specific object is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to a specific object and the total amount of raised funds will be changed or reduced accordingly.
Voting: 9 in favor, 0 against and 0 abstention.
6. Restricted period
After the completion of this issuance, the shares of this issuance subscribed by the issuing object shall not be transferred within six months from the date of completion of the issuance. If the national laws, regulations, rules, normative documents and securities regulatory authorities have the latest provisions, regulatory opinions or audit requirements on the sales restriction period of the issued shares, the company will adjust the sales restriction period accordingly according to the latest provisions, regulatory opinions or audit requirements.
The reduction of the shares of this issue subscribed by the issuing object after the expiration of the sales restriction period shall also comply with relevant laws, regulations, normative documents and relevant provisions of the securities regulatory authority.
For the shares of this issue subscribed by the issuing object, the shares derived from the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the arrangement of the above restricted sales period.
Voting: 9 in favor, 0 against and 0 abstention.
7. Arrangement for distribution of accumulated profits of the company before the issuance
The accumulated undistributed profits before the issuance to specific objects will be shared by new and old shareholders after the completion of the issuance.
Voting: 9 in favor, 0 against and 0 abstention.
8. Listing location
The shares issued to specific objects are planned to be listed and traded on the science and Innovation Board of Shanghai Stock Exchange.
Voting: 9 in favor, 0 against and 0 abstention.
9. Amount and purpose of raised funds
All will be used for the following items:
Unit: 10000 yuan
No. project name total amount of proposed investment amount of proposed raised funds
1 high performance carbon ceramic actuator industrialization 153898.00 131904.00 construction project
2. Construction project of automatic 40300.17 35000.16 intelligent weaving production line for carbon material products
3. Supplementary working capital project 70000.00 70000.00
Total 264198.17 236904.16
Within the scope of the above-mentioned projects invested with raised funds, the company can appropriately adjust the investment sequence and specific amount of the corresponding projects invested with raised funds according to the actual situation such as project progress and fund demand; Before the raised funds are in place, the company may, according to the actual situation of the projects invested with the raised funds, invest with the self raised funds first, and replace them after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds.
Voting: 9 in favor, 0 against and 0 abstention.
10. Validity period of this issuance resolution
The validity period of relevant resolutions issued to specific objects is 12 months from the date when the company’s general meeting of shareholders deliberates and approves the issuance plan to specific objects.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on the above proposals.
The above proposals shall be submitted to the general meeting of shareholders of the company for deliberation one by one, and shall not be implemented until they are reviewed and approved by Shanghai Stock Exchange and approved and registered by CSRC.
3、 The proposal on < Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 plan for issuing A-Shares to specific objects was considered and adopted
In accordance with the provisions of the company law, the securities law, the measures for the administration of registration (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC, and in combination with the specific situation of the company, the company has prepared the plan for issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022 And the plan for issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 on the designated information disclosure media.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting: 9 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 demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 was considered and adopted
In accordance with the company law, the securities law, the measures for the administration of registration (for Trial Implementation) and other relevant laws, regulations and normative documents issued by the CSRC, and in combination with the specific situation of the company, the company has prepared the demonstration and analysis report on the scheme of issuing A-Shares to special objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022.
For details, see the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022 And the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 on the designated information disclosure media.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting: 9 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 feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2022 was considered and adopted
In order to ensure the rational, safe and efficient use of the funds raised by this issuance, the company has prepared the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 in combination with the specific situation of the company and in accordance with the requirements of the registration management measures (for Trial Implementation). For details, see the company’s disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 12, 2022 And the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Beijing Tianyishangjia New Material Corp.Ltd(688033) 2022 on the designated information disclosure media. The independent directors of the company have expressed their independent opinions on the proposal
