Securities code: 600353 securities abbreviation: Chengdu Xuguang Electronics Co.Ltd(600353) Announcement No.: 2022-004
Chengdu Xuguang Electronics Co.Ltd(600353)
Announcement of resolutions of the 6th meeting of the 10th 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
(I) the convening of this board meeting complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(II) the notice and materials of this board meeting will be sent by email, fax and direct delivery on January 16, 2022.
(III) the meeting of the board of directors was held in the conference room on the third floor of the company’s office building by on-site and communication voting on January 21, 2022.
(IV) 9 directors should be present at the board meeting, and 9 actually present.
(V) the meeting was presided over by Chairman Liu Weidong, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
(I) the proposal on the company meeting the conditions for non-public development of A-Shares 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, through self inspection, the company complies with the provisions on non-public offering of shares in current laws, regulations and normative documents, Have the qualifications and conditions for non-public offering of RMB common shares (A shares) listed in China, and agree that the company applies to the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) for non-public offering of shares.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting. The independent directors expressed their prior approval and independent opinions on this matter.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(II) the proposal on the company’s non-public development of A-Shares in 2022 was deliberated and adopted item by item
1. Types and par value of the non-public offering
The non-public offering of shares is domestic listed RMB common shares (A shares), with a par value of 1.00 yuan per share.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
2. Issuing method and time
This offering is in the form of non-public offering and will be issued to specific objects at an appropriate time within the validity period approved by the CSRC and other securities regulatory authorities.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
3. Issuing object and subscription method
The objects of this issuance are no more than 35 specific objects, including new group Co., Ltd. (hereinafter referred to as “new group”); Among them, the total number of shares to be subscribed by the new group shall not exceed 30% (including this number) of the total number of shares in this non-public offering and shall not be less than 10% (including this number) of the total number of shares in this non-public offering. In addition to the new group, other issuing objects include securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors and legal persons, natural persons or other investors who can purchase RMB common shares (A shares) according to laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe with more than two funds 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.
After the issuance application is approved by the CSRC, the final issuance object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the subscription quotation of the issuance object and the principle of price priority. 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 of this non-public offering in cash.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. The issuing price of the non-public offering shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (the calculation formula is: average trading price of shares 20 trading days before the pricing benchmark date = total stock trading volume 20 trading days before the pricing benchmark date / total stock trading volume 20 trading days before the pricing benchmark date). The final issue price will be determined by the board of directors of the company and the sponsor (lead underwriter) through consultation according to the market inquiry in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the company obtains the approval of the securities regulatory authorities such as the CSRC on the non-public offering. The new group does not participate in the inquiry process of this offering pricing, but promises to accept the inquiry results of other issuers and subscribe at the same price as other issuers. Without generating the issue price through bidding, the new group promises to participate in this subscription at the issue base price (80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date) as the subscription price, The total number of shares to be subscribed by the new group shall not exceed 30% (inclusive) of the total number of shares in the non-public offering and shall not be less than 10% (inclusive) of the total number of shares in the non-public offering.
If the company’s shares are ex right and ex dividend from the pricing benchmark date to the issuance date, the issuance reserve price of this non-public offering shall be adjusted accordingly. The adjustment method is as follows:
Assuming that the issue price before adjustment is P0, the dividend / cash dividend per share is D, the number of shares given or converted into share capital per share is n, and the issue price after adjustment is P1, then P1 = p0-d after dividend / cash dividend; P1 = P0 / (1 + n) after share offering or conversion to share capital; If the two items are carried out simultaneously, P1 = (p0-d) / (1 + n), the adjusted issue price per share shall be rounded up and accurate to two decimal places.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
5. Number of issues
The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30.00% of the total share capital of the company before the issuance, that is, not more than 163116000 shares (including this number), and the total amount of raised funds shall not exceed 550 million yuan (including this number). If the company’s shares are subject to ex rights matters such as share distribution and conversion of capital reserve into share capital from the date of resolution of the board of directors to the date of issuance, the number of shares in this non-public offering will be adjusted accordingly.
The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of the non-public offering according to the actual situation at the time of issuance.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
6. Restricted period
The shares subscribed by the controlling shareholder’s new group shall not be transferred within 18 months from the date of issuance, and the shares subscribed by other issuing objects for the company’s non-public offering shall not be transferred within 6 months from the date of issuance. After the lock-in period, it shall be implemented in accordance with laws and regulations, relevant provisions of CSRC and Shanghai Stock Exchange.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
7. Amount and purpose of raised funds
The total amount of funds raised in this offering is expected to be no more than 550 million yuan (including this amount). After deducting the issuance expenses, it is proposed to invest in the expansion project of electronic packaging ceramic materials, the industrialization project of electronic ceramic materials (phase I) and supplementary working capital. The details are as follows:
Unit: 10000 yuan
No. project name project total investment proposed to use raised funds
1. Expansion project of electronic packaging ceramic materials 22187.42 13670.86
2 electronic ceramic material industrialization project 94741.05 33529.14
2.1 of which: phase I 41464.83 33529.14
2.2 phase II 53276.22-
3. Supplementary working capital 7800.00 7800.00
Total 124728.47 55000.00
In order to meet the needs of the project, before the funds raised by this non-public offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
If the actual net amount of funds raised in this non-public offering is less than the amount of funds to be invested in the above projects, the company will adjust and finally determine the specific investment amount of the raised funds according to the actual net amount of funds raised. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
8. Arrangement of accumulated undistributed profits
The accumulated undistributed profits 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 result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
9. Listing location
The non-public offering is listed and traded on the Shanghai Stock Exchange.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
10. Validity of resolutions
The validity period of the resolution on the non-public offering of shares is 12 months from the date when the proposal is submitted to the general meeting of shareholders for deliberation and approval. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting.
The independent directors have expressed their prior approval and independent opinions on the matters of this proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(III) the proposal on the company’s plan for non-public development of A-Shares 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, 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 and other relevant laws In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual situation of the company, the plan for non-public development of A-Shares in Chengdu Xuguang Electronics Co.Ltd(600353) 2022 has been prepared. For details, see the website of Shanghai Stock Exchange (www.sse. Com. CN.) designated by the company for information disclosure.
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting. The independent directors expressed their prior approval and independent opinions on this matter.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(IV) the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was reviewed and approved
According to the provisions of relevant laws, regulations and normative documents, combined with the actual situation of the company, the feasibility of the use of funds raised by non-public offering of shares was analyzed and discussed, and the feasibility analysis report on the use of funds raised by non-public offering of shares in 2022 was prepared, For details, please refer to the company’s designated information disclosure website “website of Shanghai Stock Exchange” (www.sse. Com. CN.).
Voting result: 5 affirmative votes; No negative votes; There were no abstentions.
Related directors Liu Weidong, Zhang Chun, Gu Jiasheng and Cui Wei avoided voting. The independent directors expressed their prior approval and independent opinions on this matter.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(V) the proposal that the company does not need to prepare the report on the use of the previously raised funds was deliberated and adopted
According to the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission: “If a listed company applies for issuing securities and the time of receipt of the funds raised last time is less than five fiscal years, the board of directors shall prepare a report on the use of the funds raised last time in accordance with these Provisions, and report on the latest (domestic or overseas) of the deadline of the latest audited financial report of the issuance application document The actual use of the raised funds shall be described in detail, and the report on the use of the previously raised funds shall be submitted to the general meeting of shareholders for approval after making a resolution “. through
