Securities code: 301068 securities abbreviation: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) Announcement No.: 2022-007 Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Announcement on resolutions of the 7th Meeting of the second board of directors
All directors and senior managers of the company guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
1、 Convening of board meeting
The seventh meeting of the second board of directors of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as "the company") was held in the Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) conference room on Friday, January 21, 2022 by means of on-site combined communication. The notice of the meeting was sent to all directors by mail on January 14, 2022. There were 9 directors who should attend the meeting, and 9 actually attended the meeting (among them, director Tong Bin attended by means of communication).
The meeting was presided over by Mr. Tang Weizhong, chairman of the board, and attended by supervisors and senior managers. The meeting was held in accordance with relevant laws, regulations, rules and the articles of association.
2、 Deliberations of the board meeting
After careful consideration by all directors, the following resolutions were reached at the meeting:
(I) the proposal on the company meeting the conditions for issuing shares, paying cash to purchase assets and raising supporting funds 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 major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), and other laws According to the relevant provisions of laws and regulations and normative documents, through self-examination, the board of directors of the company believes that the company meets the conditions for issuing shares, paying cash to purchase assets and raising supporting funds.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the company's plan of issuing shares and paying cash to purchase assets and raising supporting funds was deliberated and adopted item by item
1. Overall scheme of this transaction
The company intends to issue shares and pay cash to Tang Weizhong, Hangzhou Jiuyin enterprise management consulting partnership (limited partnership) (hereinafter referred to as "Jiuyin partnership"), Zhang Jielai, Tang Yuyang, Jiaxing lanbei Xingyue venture capital partnership (limited partnership) (hereinafter referred to as "lanbei Xingyue"), Jin Xiaozheng Hangzhou Chengtian venture capital partnership (limited partnership) (hereinafter referred to as "Chengtian venture") and Hangzhou chengzhuo venture capital partnership (limited partnership) (hereinafter referred to as "chengzhuo venture") purchase 100% equity of Zhejiang huge environment Co., Ltd. (hereinafter referred to as "huge environment" or "target company") jointly held by them (hereinafter referred to as "target assets"). In this transaction, the shares, cash proportion and payment amount of the counterparty have not been determined. Relevant matters will be agreed by the parties to the transaction through negotiation and signing a supplementary agreement after the audit and evaluation of the target company are completed, and will be disclosed in the restructuring report (Draft).
At the same time, the company plans to issue shares to no more than 35 qualified specific objects by competitive bidding to raise supporting funds. The number of shares to be issued shall not exceed 30% of the total share capital before the issuance, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction. The number and price of shares to be issued shall be in accordance with the requirements of the CSRC Determined by relevant regulations of Shenzhen Stock Exchange.
After deducting the issuance expenses and other relevant expenses, the raised matching funds are intended to be used to pay the cash consideration (if involved), the project construction investment of the target company, supplement the working capital or repay the debt of the listed company / target company, and the proportion used to supplement the working capital or repay the debt will not exceed 25% of the transaction price, Or no more than 50% of the total amount of supporting funds raised. The specific purpose and amount of the raised matching funds will be disclosed in the restructuring report (Draft).
The issuance of shares and the payment of cash for the purchase of assets are not based on the successful implementation of the raised supporting funds. The success of the raised supporting funds does not affect the performance and implementation of the issuance of shares and the payment of cash for the purchase of assets. If the raised matching funds fail to be successfully implemented or the financing amount is lower than expected during the implementation of this transaction, the company will raise funds by itself.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
2. Scheme for issuing shares and paying cash to purchase assets
(1) Type and par value of shares issued
In this transaction, the shares issued by the company to the counterparty are RMB ordinary shares (A shares), with a par value of 1.00 yuan per share.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(2) Distribution object and distribution method
This offering is intended to adopt the method of non-public offering of shares to specific objects, including Tang Weizhong, Jiuyin partnership, Zhang Jielai, Tang Yuyang, lanbei Xingyue, Jin Xiaozheng, Chengtian entrepreneurship and chengzhuo entrepreneurship.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(3) Transaction price and payment method of the underlying assets
The relevant audit and evaluation work of the target company has not been completed, and the final transaction price of the target assets will be determined through negotiation by all parties to the transaction based on the evaluation report issued by the evaluation institution that meets the securities law of the people's Republic of China and other laws and regulations and the conditions for securities service business stipulated by the CSRC, And will be disclosed in the restructuring report (Draft).
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(4) Pricing basis, benchmark date and issue price of issued shares
In this transaction, the benchmark date of share issue pricing for the company's issuance of shares to purchase assets is the announcement date of the resolution of the seventh meeting of the second board of directors.
According to Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation), if a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price is one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the pricing benchmark date. The calculation formula of the average stock trading price is: the average stock trading price of the company on several trading days before the pricing benchmark date = the total stock trading volume of the company on several trading days before the pricing benchmark date ÷ the total stock trading volume of the company on several trading days before the pricing benchmark date. After negotiation by all parties to the transaction, the issuing price of the shares involved in the issuance of shares and the payment of cash for the purchase of assets is determined to be 25.28 yuan / share, which is no less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date.
The above issuance price shall be submitted to the general meeting of shareholders for approval and approved by Shenzhen Stock Exchange and CSRC. During the period from the pricing base date to the issuance 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 company will adjust the above issuance price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(5) Number of shares issued
The audit and evaluation of the target company have not been completed, and the specific transaction price has not been determined. Therefore, the number of shares issued by the company to the counterparty has not been determined. The number of shares issued = the transaction consideration paid to the counterparty in the form of issued shares / stock issuance price, rounded down to shares, and some counterparties who are less than one share voluntarily give up. The final number of share based payments to the counterparty and the amount of cash payments will be disclosed in the restructuring report (Draft).
During the period from the pricing base date to the issuance 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 company will adjust the issuance price of new shares and the issuance quantity accordingly in accordance with the relevant rules of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(6) Listing location
The shares issued by this issuance and the payment of cash to purchase assets will be listed on the Shenzhen Stock Exchange.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(7) Locking period
The shares of the company obtained by Tang Weizhong, Jiuyin partnership, Zhang Jielai and Tang Yuyang due to this transaction shall not be listed, traded or transferred within 36 months from the date of completion of the issuance of shares in this transaction, lanbei Xingyue, Jin Xiaozheng The company's shares obtained by Chengtian venture and chengzhuo venture due to this transaction shall not be listed, traded or transferred within 12 months from the date of completion of the issuance of shares in this transaction.
After the completion of this transaction, the company's shares increased by the issuing object due to the company's bonus shares, conversion to share capital and other reasons shall also abide by the above commitments. If the above commitment of share locking is inconsistent with the latest regulatory opinions of the securities regulatory authority, the issuing object agrees to make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(8) Profit and loss arrangement in transition period
The period from the benchmark date (excluding the current day) to the closing date (including the current day) is the transition period. If the target company makes profits or its net assets increase during the transition period, the increased part shall be enjoyed by the company; If the underlying assets generate losses or net assets decrease during the transition period, the reduced part shall be compensated and borne by the counterparty to the company in cash according to the proportion of equity of the underlying company held by the counterparty.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(9) Arrangement of accumulated undistributed profits before the completion of this transaction
After the completion of the issuance of shares and the payment of cash for the purchase of assets, the accumulated undistributed profits before the completion of the issuance of shares and the payment of cash for the purchase of assets shall be shared by all new and old shareholders after the completion of the issuance of shares and the payment of cash for the purchase of assets according to their shareholding ratio.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(10) Validity of resolutions
The validity period of the resolution on issuing shares and paying cash to purchase assets is 12 months from the date of approval of the transaction by the general meeting of shareholders of the company. If the company has obtained the registration documents of the CSRC, the stock exchange or the competent authority for this transaction within the validity period, the validity period will be automatically extended to the completion date of this transaction. Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
3. Scheme of issuing shares to raise supporting funds
(1) Type and par value of shares issued
In this transaction, the shares issued by raising supporting funds are RMB ordinary shares (A shares), with a par value of 1.00 yuan per share.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(2) Distribution object and distribution method
The supporting funds raised this time are planned to adopt the method of non-public issuance of shares to specific objects, with no more than 35 specific objects.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(3) Pricing basis, benchmark date and issue price of issued shares
The pricing benchmark date of the shares issued by supporting financing in this transaction is the first day of the issuance period, and the issuance price 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 final issue price shall be determined by the board of directors and the independent financial consultant (lead underwriter) according to the subscription quotation of the issuing object in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities after the transaction is reviewed by the Shenzhen Stock Exchange and the approval of the CSRC for registration.
During the period from the pricing base date to the issuance 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 company will adjust the above issuance price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(4) Number of shares issued
The company plans to raise supporting funds by non-public offering of shares to no more than 35 specific objects, the number of shares issued shall not exceed 30% of the total share capital of the company before the issuance, and the total amount of supporting funds raised shall not exceed 100% of the transaction price of purchasing assets by issuing shares in this transaction. The number of shares to be issued with the supporting funds raised this time shall be determined in the following manner: the total amount of the supporting funds raised this time ÷ the stock issuance price of the supporting funds raised this time. The final issuance quantity shall be subject to the issuance quantity approved by the Shenzhen Stock Exchange and registered by the CSRC, which shall be determined by the board of directors of the company according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance.
From the benchmark date of supporting financing pricing to the date of share issuance, if the company has ex right and ex interest matters such as cash dividend distribution, stock dividend distribution, share allotment, conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with relevant rules.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(5) Listing location
The shares issued by the raised matching funds will be listed on the Shenzhen Stock Exchange.
Tang Weizhong, a related director, avoided voting.
Voting results: it was adopted with 8 affirmative votes, 0 negative votes and 0 abstention.
(6) Locking period
The shares subscribed by the issuing object of the raised matching funds in cash shall not be transferred within 6 months from the date of issuance. After the expiration of such locking period, the transfer and transaction of such shares will be in accordance with the laws, regulations and CSRC in force at that time
