Securities code: Sinomine Resource Group Co.Ltd(002738) securities abbreviation: Sinomine Resource Group Co.Ltd(002738) Announcement No.: 2022057 bond Code: 128111 bond abbreviation: China Mining convertible bond
Sinomine Resource Group Co.Ltd(002738)
Announcement on the resolution of the 22nd Meeting of the 5th 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.
Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “the company” or “the company”) the 22nd Meeting of the 5th board of directors was held in the company’s conference room on May 23, 2022 in the form of on-site and video conference. The notice of the meeting was sent by email and in writing on May 20, 2022. There are 9 directors who should vote at this meeting, and 9 directors who actually vote. The convening of this meeting is in accordance with the articles of association and the relevant provisions of the company law.
The meeting was presided over by Mr. Wang Pingwei, chairman of the company. The directors attending the meeting discussed and passed the following proposals:
1、 Deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of shares
The company plans to issue A-share non-public (hereinafter referred to as “this offering”). In accordance with the relevant provisions of 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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the Q & A on issuance supervision – regulatory requirements on guiding and standardizing the financing behavior of listed companies and other laws, regulations and normative documents, the company has compared with the relevant requirements of non-public offering of A-Shares by listed companies, Through self-examination on the actual situation of the company item by item, it is considered that the company complies with the relevant provisions on non-public issuance of A-Shares in the current laws and regulations and normative documents, and has the qualifications and conditions for non-public issuance of a shares.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on the company’s non-public offering of shares in 2022 was deliberated and adopted one by one. In accordance with the provisions of 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 of listed companies, the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised) and other laws, regulations and normative documents, The company has drawn up the issuance plan for this issuance. The details are as follows:
1. Type and par value of issued shares
The shares of this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
2. Issuing method and time
This offering is made in a non-public way to specific objects. After obtaining the approval of the CSRC on this offering, it will be issued to specific objects at an appropriate time within the validity period of the approval document.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
3. Issuing object and subscription method
The objects of this offering are securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other institutional investors in accordance with the provisions of the CSRC, with a total of no more than 35 specific investors. If a securities investment fund management company subscribes to two or more funds under its management, it 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 issuing object will be determined by the board of directors authorized by the general meeting of shareholders of the company. After the issuance has obtained the issuance approval document of the CSRC, the final issuing object will be determined through consultation with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the relevant provisions of the CSRC and the conditions specified in the plan. If national laws and regulations have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
All issuers subscribe for the shares issued this time in cash.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
4. Issue price and pricing principle
The pricing benchmark date of this offering is the first day of the offering period. The issuing price of this offering shall not be less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date ÷ total trading volume of A-Shares 20 trading days before the pricing benchmark date). If the stock price is adjusted due to ex right and ex interest matters within the 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 adjustments. If the national laws, regulations or other normative documents have the latest provisions or regulatory opinions on the pricing principles of non-public offering of shares, the company will make corresponding adjustments according to the latest provisions or regulatory opinions.
The final issue price will be determined by the board of directors of the company and the sponsor (lead underwriter) in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents and according to the subscription quotation of the issuing object after obtaining the approval of the CSRC on the non-public offering of shares.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this issuance will be adjusted accordingly. The adjustment formula is as follows:
Distribution of cash dividends: 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).
Among them, P0 is the issuance reserve price before adjustment, D is the distribution of cash dividends per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issuance reserve price after adjustment.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
5. Number of issues
The number of shares in this non-public offering is determined by dividing the total amount of raised funds by the issue price of this non-public offering, and does not exceed 97699242 shares (including this number). The total share capital of the company before the issuance is 325664142 shares, and the upper limit of the number of shares in this non-public offering does not exceed 30% of the total share capital of the company before the issuance. Within the scope of the above issuance quantity, the board of directors of the company is authorized by the general meeting of shareholders to negotiate with the sponsor (lead underwriter) of this issuance to determine the final issuance quantity according to the market conditions. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
If the company’s shares distribute stock dividends, convert capital reserve into share capital or change the total share capital before the issuance and adjust the issuance price due to other reasons between the announcement date of the resolution of the board of directors on the non-public offering and the issuance date, the number of non-public offering shares will be adjusted accordingly.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
6. Restricted period
After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering. The issuing object shall handle the relevant stock locking matters for the non-public offering shares subscribed by it in accordance with the relevant laws, regulations, normative documents and the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
The shares acquired from the non-public offering of the company by the issuing object due to the company’s share distribution, capital reserve conversion and other forms shall also comply with the above share locking arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. If the national laws, regulations and other normative documents have the latest provisions or regulatory opinions on the restricted period of non-public offering of shares, the company will adjust accordingly according to the latest provisions or regulatory opinions.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
7. Total amount and purpose of raised funds
The total amount of funds raised by this non-public offering of shares does not exceed 300 million yuan (including this amount), after deducting the issue
Unit: 10000 yuan
No. project name total investment proposed to use raised funds
1 Chunpeng lithium project with an annual output of 35000 tons of high-purity lithium salt 100 China High-Speed Railway Technology Co.Ltd(000008) 100000
2. 2 million T / a construction project of bikita lithium mine in Zimbabwe 127338009800000
3. 1.2 million T / a reconstruction and expansion project of bikita lithium mine in Zimbabwe 36421003292000
4. Supplementary working capital 8808 Weichai Heavy Machinery Co.Ltd(000880) 8000
Total 351839 Jinzai Food Group Co.Ltd(003000) 0000
After the funds raised from this non-public offering are in place, the company will invest the raised funds into the above projects according to the actual needs and priorities of the project. The part of the total investment amount of the project higher than the use amount of the raised funds shall be raised by the company itself. If the actual net amount of raised funds after deducting the issuance expenses is lower than the total amount of raised funds to be invested, the insufficient part shall be raised by the company itself.
Before the funds raised from this non-public offering are in place, the company will make early investment with self raised funds according to the needs of the project, and replace the early investment funds in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
8. Accumulated profit arrangement before this offering
After the completion of this non-public offering, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company will share the undistributed profits accumulated before this offering.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
9. Listing location
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange after the expiration of the sales restriction.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
10. Term of validity of the resolution on the issuance of shares
The validity period of the resolution on this issuance is 12 months from the date when the proposal on this non-public offering of shares is deliberated and approved by the general meeting of shareholders of the company.
Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation item by item.
3、 Deliberated and passed the proposal on the company’s plan for non-public development of shares in 2022
In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – non-public development of shares by listed companies and report on issuance, the company has prepared the non-public development of shares plan for Sinomine Resource Group Co.Ltd(002738) 2022 for this issuance. Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to http://www.cn.info.com.cn on the same day as this resolution Announcement.
4、 The proposal on the company’s special report on the use of the previously raised funds was reviewed and approved
In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies and the provisions on the report on the use of the previously raised funds, the company has prepared the report on the use of the previously raised funds Sinomine Resource Group Co.Ltd(002738) up to March 31, 2022 after verifying the use of the previously raised funds, and hired an audit institution to issue an audit report on the use of the previously raised funds. Voting: 9 in favor, 0 against and 0 abstention.
Voting result: adopted.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
For details, see http://www.cninfo.com.cn on the same day as this resolution（ http://www.cn.info.com.cn. ）Announcement.
5、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022 was deliberated and adopted
According to 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 of listed companies and other laws and regulations, normative documents and the relevant provisions of the articles of association, the company and the professional institutions engaged have analyzed the feasibility of using the funds raised by the non-public offering of shares, and prepared the Sinomine Resource Group Co.Ltd(002738) Group Co., Ltd
