Securities code: Shenzhen Clou Electronics Co.Ltd(002121) securities abbreviation: Shenzhen Clou Electronics Co.Ltd(002121) Announcement No.: 2022057 Shenzhen Clou Electronics Co.Ltd(002121)
Announcement of the resolutions of the 16th (Interim) meeting of the 8th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shenzhen Clou Electronics Co.Ltd(002121) (hereinafter referred to as "the company") the notice of the 16th (Interim) meeting of the 8th board of directors was sent to all directors by means of instant messaging, e-mail and writing on May 17, 2022. The meeting was held on May 23, 2022 by means of on-site combined communication voting. There are 9 directors who should vote and 9 directors who actually vote at this meeting. The supervisors and senior managers of the company attended the meeting as nonvoting delegates, which was presided over by Mr. Liu Biao, chairman of the board. The convening, convening and voting procedures of this meeting comply with the relevant provisions of the company law and the articles of association.
After discussion, the attending directors deliberated and adopted the following proposals:
1、 The proposal on terminating the company's non-public development of A-Shares in 2021 was deliberated and adopted; After comprehensively considering the actual situation of the company, changes in internal and external environment and other factors, the board of directors agreed to terminate the company's non-public offering of A-Shares in 2021.
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on May 24, 2022 Announcement on terminating the company's non-public development of A-Shares in 2021 (Announcement No.: 2022059).
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance, and the independent directors expressed their agreed independent opinions.
This proposal involves related party transactions, and related directors Mr. Wang DaoHai, Mr. Sun Huirong and Mr. Li Caijun abstain from voting.
Voting results: 6 in favor, 0 against and 0 abstention.
2、 The proposal on the signing of the termination agreement of the conditional effective share subscription agreement and related party transactions between the company and the subscription object was deliberated and passed;
In view of the company's intention to terminate the non-public offering of A-Shares in 2021, after careful study and consensus with the subscription object Shenzhen capital operation group Co., Ltd., the company agreed to terminate the originally signed conditional effective share subscription agreement, and proposed to sign a termination agreement on relevant matters.
For details, please refer to securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on May 24, 2022 Announcement on the signing of the termination agreement of the conditional effective share subscription agreement and related party transactions between the company and the subscriber (Announcement No.: 2022060).
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance, and the independent directors expressed their agreed independent opinions.
This proposal involves related party transactions, and related directors Mr. Wang DaoHai, Mr. Sun Huirong and Mr. Li Caijun abstain from voting.
Voting results: 6 in favor, 0 against and 0 abstention.
3、 Deliberated and passed the proposal on the company's compliance with the conditions for non-public development of shares;
The company refers to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the measures for the administration of securities issuance by listed companies (revised in 2020) promulgated and implemented by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") According to the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies stipulated in the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws, regulations, rules and normative documents, through self-examination and demonstration, it is considered that the company meets the relevant provisions of current non-public offering of shares and meets the conditions for non-public offering of shares.
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance, and the independent directors expressed their agreed independent opinions.
Voting results: 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 company's non-public development of A-Shares in 2022 was deliberated and adopted one by one; In order to meet the development needs of the company, in accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies (revised in 2020) and other relevant laws and regulations, the company plans to make a non-public offering of shares to specific objects (hereinafter referred to as "this non-public offering" or "this offering"). The company's plan for this non-public offering of shares is as follows:
1. Type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Issuing method and time
All the shares in this non-public offering are issued to specific objects in a non-public manner. After being approved by the CSRC, the company will issue them at an appropriate time within the specified period of validity.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The issuing object of this non-public offering is Midea Group Co.Ltd(000333) (hereinafter referred to as " Midea Group Co.Ltd(000333) "), and the issuing object subscribes the shares of this non-public offering in cash.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 16th (Interim) meeting of the eighth board of directors.
The price of this non-public offering is 3.28 yuan / share, and the issue price shall not be less than 80% of the average price of the company's A-Shares on the 20 trading days before the pricing benchmark date (the average price of the company's A-Shares on the 20 trading days before the pricing benchmark date = the total trading volume of the company's A-Shares on the 20 trading days before the pricing benchmark date / the total trading volume of the company's A-Shares on the 20 trading days before the pricing benchmark date).
If the offering price or pricing principle is adjusted due to relevant laws and regulations, normative documents, and the review requirements of the CSRC or the stock exchange, the subscription price of the issuing object will be adjusted accordingly.
During the period from the pricing benchmark date of this non-public offering to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issue price of this non-public offering will also 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)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issue price after adjustment.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Number of issues
The number of A-Shares in this non-public offering is the total amount of raised funds divided by the issue price of this non-public offering, and does not exceed 30% (including this number) of the total share capital of the company before this non-public offering, that is, it does not exceed 422504744 shares (including this number). The minimum number of shares in this non-public offering is 394337761 shares (including this number). If the China Securities Regulatory Commission or the stock exchange adjusts the total amount of funds raised in this offering before the company's non-public offering, the lower limit of the number of shares in this non-public offering will be adjusted accordingly. The specific number of shares to be issued shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor and underwriter of this issuance on the premise of meeting relevant laws and regulations. The final number of shares issued shall be subject to the number approved by the CSRC.
If the company has ex rights and ex interests matters such as dividend distribution, share distribution and capital reserve converted into share capital from the pricing base date to the issuance date, the issuance quantity of this non-public offering will be adjusted accordingly, and the adjusted issuance quantity will be rounded off by rounding off the decimal point at the end.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Restricted period
After the completion of this non-public offering, Midea Group Co.Ltd(000333) subscribed shares shall not be transferred within 18 months from the date of the end of this offering.
If the aforesaid arrangement of the restricted sale period is inconsistent with the latest regulatory opinions or requirements of the securities regulatory authority, it will be adjusted accordingly according to the regulatory opinions or requirements of the relevant securities regulatory authority.
After the end of this offering, the shares increased due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the end of the restricted sale period of the above shares, it is also required to comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Amount and purpose of raised funds
The total amount of funds to be raised from this non-public offering of shares is no more than 1385815600 yuan. The net amount of funds raised after deducting the issuance expenses will be used to repay interest bearing liabilities.
If the time when the funds raised in this offering are in place is inconsistent with the progress of the company's actual repayment of corresponding bank loans and other interest bearing liabilities, the company will repay them with its own funds first and replace them after the funds raised in this offering are in place.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Arrangement of accumulated undistributed profits before this offering
The accumulated undistributed profits of the company before the completion of this non-public offering will be shared by the new and old shareholders after the completion of this non-public offering.
Voting results: 9 in favor, 0 against and 0 abstention.
9. Listing location
The shares of this non-public offering will apply for listing on Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
10. Validity period of resolution
The resolution of this non-public offering shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. Voting results: 9 in favor, 0 against and 0 abstention.
opinion.
The company's non-public offering plan is finally subject to the plan approved by the CSRC. This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation. It can be implemented after being deliberated and approved item by item by the general meeting of shareholders of the company and submitted to the CSRC for approval.
5、 The proposal on the company's plan for non-public development of A-Shares in 2022 was reviewed and approved; In accordance with the relevant provisions of the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - plan and issuance report of non-public offering of shares by listed companies, The company has prepared Shenzhen Clou Electronics Co.Ltd(002121) 2022 non-public Development Bank A-share stock plan.
The specific contents of Shenzhen Clou Electronics Co.Ltd(002121) 2022 A-share plan for non-public development banks are detailed in cninfo.com.cn on May 24, 2022.
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance, and the independent directors expressed their agreed independent opinions.
Voting results: 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.
6、 The proposal on the feasibility report on the use of funds raised by non-public Development Bank A shares in 2022 was deliberated and adopted;
In accordance with the relevant provisions of the measures for the administration of securities issuance by listed companies (revised in 2020), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - plan and issuance report of non-public offering of shares by listed companies, The company has prepared Shenzhen Clou Electronics Co.Ltd(002121) 2022 feasibility report on the use of funds raised by non-public Development Bank A shares.
The specific contents of Shenzhen Clou Electronics Co.Ltd(002121) 2022 annual feasibility report on the use of funds raised by non-public development banks' A-share shares are detailed in cninfo.com.cn on May 24, 2022.
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance, and the independent directors expressed their agreed independent opinions.
Voting results: 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.
7、 Deliberated and passed the proposal on the special report on the use of the previously raised funds;
In accordance with the relevant provisions of the measures for the administration of securities issuance of listed companies (revised in 2020) and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), and in combination with the actual situation of the company, the company has prepared the special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds, Dahua Certified Public Accountants (special general partnership) has issued the verification report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds.
The special report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds and the authentication report on the use of Shenzhen Clou Electronics Co.Ltd(002121) previously raised funds issued by Dahua Certified Public Accountants (special general partnership) are detailed on cninfo.com.cn on May 24, 2022.
The proposal was submitted to the board of directors for deliberation after being approved by the independent directors in advance, and the independent directors expressed their agreed independent opinions.
Voting results: 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.
8、 Deliberated and passed the proposal on the company's non-public Development Bank A-share diluted immediate return, filling measures and commitments of relevant subjects in 2022;
The board of directors agreed to the Shenzhen Clou Electronics Co.Ltd(002121) on diluting immediate return and filling measures for A-share shares of non-public development banks formulated by the company and the relevant subjects' opinions on the practical implementation of the filling return measures
