Securities code: Guoanda Co.Ltd(300902) securities abbreviation: Guoanda Co.Ltd(300902) Announcement No.: 2022033 Guoanda Co.Ltd(300902)
Proposal for the general meeting of shareholders to authorize the board of directors
Handle the announcement of issuing shares to specific objects through summary procedures
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.
Guoanda Co.Ltd(300902) (hereinafter referred to as “the company”) held the 17th meeting of the third board of directors on April 21, 2022, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, and the notice on the application of simple refinancing procedures to companies listed on the gem, and other relevant provisions, The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than 300 million yuan and no more than 20% of the net assets at the end of the latest year to specific objects. The authorization period is from the date of adoption of the annual general meeting of shareholders in 2021 to the date of convening the annual general meeting of shareholders in 2022. The relevant information is hereby announced as follows:
1、 Specific content
(I) type, quantity and par value of the securities issued this time
The total amount of funds raised from this issuance of shares shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year. The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The number of issues shall be determined by dividing the total amount of raised funds by the issue price, which shall not exceed 30% of the total share capital of the company before the issue.
(II) issuing method, issuing object and placement arrangement to original shareholders
The shares issued this time are issued to specific objects through simple procedures, and the issuing objects are legal persons, natural persons or other legal investment organizations with no more than 35 specific objects in line with the provisions of the regulatory authorities. 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 company is the issuing object, it can only subscribe with its own funds. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash.
(III) pricing base date, pricing principle and issue price
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price shall not be less than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the calculation formula is: the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date).
(IV) restricted period of this issuance
Shares issued to specific objects shall not be transferred within six months from the date of issuance. If the issuing object falls under the circumstances specified in paragraph 2 of Article 57 of the measures for the administration of registration, the shares subscribed for by it shall not be transferred within 18 months from the date of completion of the issuance.
(V) purpose of raised funds
The company plans to use the raised funds for the construction of 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. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; 2. The raised funds shall not be used for holding financial investments, and shall not be directly or indirectly invested in companies whose main business is the trading of securities;
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.
(VI) validity of the resolution
The resolution is valid from the date of adoption of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
(VII) 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.
(VIII) listing place
The shares issued this time will be listed on the gem of Shenzhen Stock Exchange.
2、 Authorization of the board of directors to handle specific matters of this issuance
(I) confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures
The general meeting of shareholders is requested to 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 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 GEM (for Trial Implementation) and other laws, regulations, normative documents and the articles of association, and confirm whether the company meets the conditions for issuing shares to specific objects through summary procedures.
(II) other authorized matters
Authorize the board of directors to comply with this proposal, the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the administrative measures for the registration of securities issuance of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, 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 and regulations Within the scope of normative documents and the articles of association, fully handle all matters related to summary financing, including but not limited to:
1. Handle the declaration of this issuance, including making, modifying, signing and reporting relevant declaration documents and other legal documents;
2. Within the scope permitted by laws, regulations, relevant provisions of the CSRC and the articles of association, formulate, adjust and implement the issuance plan in accordance with the requirements of the competent department and in combination with the actual situation of the company, including but not limited to determining the amount of raised funds, issuance price, issuance quantity, issuance object and all other matters related to the issuance plan, and determining the timing of the issuance;
3. According to the requirements of relevant government departments and regulatory authorities, prepare, modify and submit the issuance plan and the application materials for the issuance and listing, go through relevant procedures, implement the share restriction and other procedures related to the issuance and listing, and handle the information disclosure related to the issuance in accordance with the regulatory requirements;
4. Sign, modify, supplement, complete, submit and execute all agreements, contracts and documents related to this offering (including but not limited to sponsor and underwriting agreements, agreements related to raised funds, subscription agreements signed with investors, announcements and other disclosure documents);
5. According to the requirements of relevant competent authorities and the actual situation of the securities market, adjust the specific arrangements of the investment projects with raised funds within the scope of the resolutions of the general meeting of shareholders;
6. Employ intermediary institutions such as sponsors (lead underwriters) and deal with other matters related thereto;
7. After the completion of this offering, modify the corresponding provisions of the articles of association according to the results of this offering, and handle relevant matters such as industrial and commercial change registration, registration and custody of new shares with the administrative authority for Industry and Commerce and other relevant departments;
8. Under the circumstances that the relevant laws, regulations and regulatory authorities have the latest regulations and requirements on the refinancing to fill the immediate return, according to the requirements of the relevant laws, regulations and regulatory authorities at that time, further analyze, study and demonstrate the impact of this issuance on the company’s immediate financial indicators and the immediate return of the company’s shareholders, formulate and modify the relevant filling measures and policies, and fully handle other matters related thereto;
9. 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, or the summary procedure policy changes, it may decide to postpone the implementation of the issuance scheme at its discretion, or continue to handle the issuance in accordance with the new summary procedure policy;
10. Handle other matters related to this offering.
The above authorization period is from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. If the national laws and regulations have new provisions on the issuance of shares to specific objects through summary procedures, the company will adjust the issuance according to the new provisions.
The issue of shares to specific objects through summary procedures must be considered and approved by the company’s 2021 annual general meeting of shareholders, and the board of directors shall submit an application plan to Shenzhen Stock Exchange within the specified time limit according to the authorization of the general meeting of shareholders, submit it to Shenzhen stock exchange for review and register with CSRC before implementation and timely fulfill the relevant information disclosure obligations.
3、 Review procedures and opinions of independent directors
(I) deliberations of the board of directors
On April 21, 2022, the company held the 17th meeting of the third board of directors, deliberated and adopted the proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) opinions of independent directors
The independent directors believe that the board of directors of the company submitted to the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through simple procedures, which is in line with the provisions of relevant laws, regulations, normative documents such as the administrative measures for the registration of securities issuance of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange and the articles of association, and the resolution procedure is legal and effective, It is conducive to the sustainable development of the company and does not damage the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we agree to request the 2021 annual general meeting of shareholders of the company to authorize the board of directors of the company to fully handle matters related to the issuance of shares to specific objects through summary procedures.
4、 Risk tips
The company requested the general meeting of shareholders to authorize the board of directors to handle the issue of shares to specific objects through simple procedures, which still needs to be voted at the 2021 general meeting of shareholders of the company. The specific issuance scheme and implementation will be decided by the board of directors within the authorization period according to the financing needs of the company, submitted to Shenzhen stock exchange for review, registered with China Securities Regulatory Commission, and fulfilled the relevant information disclosure obligations.
Please pay attention to investment risks.
5、 Documents for future reference
1. Guoanda Co.Ltd(300902) the resolution of the 17th meeting of the third board of directors;
2. Opinions on the third session of the 17th independent board of directors.
It is hereby announced.
Guoanda Co.Ltd(300902) board of directors April 25, 2022
