Securities Announcement No.: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Announcement on the resolution of the 15th meeting of the third board of directors
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.
1、 Meetings of the board of directors
1. The meeting of the board of directors was convened by Mr. Du Jianjun, chairman of the board of directors. The notice of the meeting was sent to all directors by e-mail on April 24, 2022. The notice of the meeting of the board of directors includes relevant materials of the meeting and lists the time, place, content and method of the meeting.
2. The board of directors was held in the company's conference room at 09:00 on April 24, 2022, and voted by means of on-site combined with communication.
3. There are 5 directors who should attend the board meeting, and 5 directors actually attended the meeting, including 2 independent directors. 4. The board of directors was presided over by Mr. Du Jianjun, chairman, and some supervisors and senior managers attended the board of directors as nonvoting delegates.
5. The convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws and regulations and the relevant provisions of Shenzhen Fluence Technology Plc(300647) articles of association.
2、 Deliberations of the board meeting
1. The proposal on Exempting the notice time limit of the board meeting was deliberated and adopted;
In accordance with the relevant provisions of the articles of association and the rules of procedure of Shenzhen Fluence Technology Plc(300647) board of directors, all directors of the company agree to waive the notice time limit of the interim meeting of the board of directors and agree to convene the 15th meeting of the third board of directors on April 24, 2022.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
2. The proposal on adjusting the company's plan to issue shares to specific objects through summary procedures in 2022 was deliberated and adopted;
In accordance with 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 gem (for Trial Implementation) and other relevant laws, regulations and normative documents, as well as the authorization of the 2021 annual general meeting of shareholders of the company, and in combination with the actual situation of the company, the company adjusted the total amount of funds raised in the scheme of issuing shares to specific objects through simple procedures, The specific adjustment contents are as follows: before adjustment:
The funds raised from this issuance of shares shall not exceed 22 million yuan (inclusive), no more than 300 million yuan and no more than 20% of the net assets at the end of the most recent year. The net proceeds after deducting the issuance expenses are fully invested in the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be used
1. Construction of lithium battery cathode key material production base 32692322200000 phase I sub project
Total 32692322200000
Within the scope of this raised investment project, the board of directors of the company can appropriately adjust the amount of raised capital investment of the above projects according to the actual needs of the project. If the net amount of funds actually raised in this offering is lower than the capital demand of the project to be invested, the insufficient part shall be raised by the company itself. Before the raised funds are in place, the company will invest the funds raised with its own funds or other ways according to the actual situation of the project progress, and replace them after the raised funds are in place.
After adjustment:
The funds raised by this issuance of shares shall not exceed 200 million yuan (inclusive), not exceed 300 million yuan, and not exceed 20% of the net assets at the end of the latest year. The net proceeds after deducting the issuance expenses are fully invested in the following items:
Unit: 10000 yuan
No. project name total project investment amount of raised funds to be used
1. Construction of lithium battery cathode key material production base 32692322000000 phase I sub project
Total: 2 Shenzhen Sed Industry Co.Ltd(000032) 2.00
Within the scope of this raised investment project, the board of directors of the company can appropriately adjust the amount of raised capital investment of the above projects according to the actual needs of the project. If the net amount of funds actually raised in this offering is lower than the capital demand of the project to be invested, the insufficient part shall be raised by the company itself. Before the raised funds are in place, the company will invest the funds raised with its own funds or other ways according to the actual situation of the project progress, and replace them after the raised funds are in place.
In addition to the above adjustment of the total amount of raised funds, other contents in the company's plan to issue shares to specific objects through simple procedures in 2022 remain unchanged. The issuance can be implemented only after it is examined and approved by Shenzhen Stock Exchange and approved and registered by CSRC. According to the authorization of the company's 2021 annual general meeting of shareholders, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal.
3. Deliberated and passed the proposal on the bidding results of the company's issuance of shares to specific objects in 2022 through simple procedures;
In accordance with 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 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 laws, regulations and normative documents, as well as the authorization of the 2021 annual general meeting of shareholders of the company, the company The lead underwriter sent the subscription invitation to qualified investors on April 18, 2022, and officially launched the offering on April 18, 2022. According to the investor's quotation on April 21, 2022 and the principle of determining the issuing object, issuing price and the number of shares allocated in the subscription invitation, it is confirmed that the final bidding results of the company's issuance of shares to specific objects through simple procedures are as follows:
Subscription amount (yuan) No. (yuan / share) (share)
1 Yunnan golden seed equity investment fund partnership (limited partnership) 7.49667556749999683
2 Huaxia Fund Management Co., Ltd. 7.4953404574 China Vanke Co.Ltd(000002) 93
3 Zhuhai jinteng equity investment fund partnership (limited partnership) 7.495340453399999297
4 Shandong Caijin Venture Capital Co., Ltd. 7.4940053402999999660
5 Xingzheng Global Fund Management Co., Ltd. 7.4926702261999999274
6 Tibet Tengyi Investment Co., Ltd. 7.4926702261999999274
Total 2670226919999999481
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal.
4. Deliberated and passed the proposal on signing a share subscription agreement with specific objects with effective conditions; In accordance with 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 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 laws, regulations and normative documents, as well as the authorization of the 2021 annual general meeting of shareholders of the company, the company officially launched the issuance on April 18, 2022, According to the final bidding results and the requirements of the invitation for subscription, the board of directors of the company deliberated and approved the proposal on signing the share subscription agreement with effective conditions with specific objects one by one. The specific voting conditions are as follows:
4.01 sign the share subscription agreement with effective conditions with Yunnan golden seed equity investment fund partnership (limited partnership) on the company's issuance of shares to specific objects in 2022 through simple procedures
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
4.02 sign the share subscription agreement with effective conditions with Huaxia Fund Management Co., Ltd. on the company's issuance of shares to specific objects in 2022 through simple procedures
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
4.03 sign the share subscription agreement with effective conditions with Zhuhai jinteng equity investment fund partnership (limited partnership) on the company's issuance of shares to specific objects in 2022 through simple procedures
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
4.04 sign the share subscription agreement with effective conditions with Shandong Caijin Venture Capital Co., Ltd. on the company's issuance of shares to specific objects in 2022 through simple procedures
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
4.05 sign the share subscription agreement with effective conditions with Xingzheng Global Fund Management Co., Ltd. on the company's issuance of shares to specific objects in 2022 through simple procedures
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
4.06 sign the share subscription agreement with effective conditions with Tibet Tengyi Investment Co., Ltd. on the company's issuance of shares to specific objects in 2022 through simple procedures
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
Independent opinion.
5. Deliberated and passed the proposal on the authenticity, accuracy and completeness of the prospectus issued by the company to specific objects in 2022 through simple procedures;
In accordance with the relevant provisions of the securities law of the people's Republic of China, the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation), the standards for the contents and forms 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), as well as the authorization of the 2021 annual general meeting of shareholders of the company, and in combination with the specific situation of the company, With regard to this offering, the company has prepared the prospectus for offering shares to specific objects in Shenzhen Fluence Technology Plc(300647) 2022 through simple procedures, which is true, accurate and complete without false records, misleading statements or major omissions.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal.
6. The proposal on updating the company's plan for issuing shares to specific objects through simple procedures in 2022 was deliberated and adopted;
In accordance with 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 gem (for Trial Implementation) and other relevant laws, regulations and normative documents, as well as the authorization of the 2021 annual general meeting of shareholders of the company, and in combination with the actual situation of the company, the company updated the 2022 plan for issuing shares to specific objects through simple procedures.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) The announcement on the revised description of the plan for issuing shares to specific objects by summary procedure in 2022 and the plan for issuing shares to specific objects by summary procedure in 2022 (Revised Version) disclosed.
Voting results: 5 in favor, 0 against and 0 abstention. The proposal was adopted.
The board of supervisors of the company issued audit opinions on the matter; The independent directors of the company have expressed their independent opinions on this proposal.
7. The proposal on updating the demonstration and analysis report of the company's plan to issue shares to specific objects in 2022 through simple procedures was reviewed and approved;
In accordance with 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 gem (for Trial Implementation) and other relevant laws, regulations and normative documents
