Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Announcement No.: 2022-002
Guangdong Delian Group Co.Ltd(002666)
Announcement of resolutions of the 8th 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.
1、 Meetings of the board of directors
The notice of the eighth meeting of the Fifth Board of directors of Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as “the company”) was sent to all directors by mail on January 19, 2022. The meeting was held on the morning of January 21, 2022 in the company’s conference room in the form of on-site combined communication. There were 8 directors who should attend the meeting of the board of directors and 8 actually attended the meeting, including 5 directors (directors Xu tuanhua, Yang Yue, Kuang Tongchun, Lei Yu and Shen Yunqiao), supervisors and senior managers of the company attended the meeting as nonvoting delegates, and Xu Xianda, chairman of the company, presided over the meeting.
The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws, administrative regulations, departmental rules, normative documents and the provisions of the Guangdong Delian Group Co.Ltd(002666) articles of association.
2、 Deliberations of the board meeting
(I) the proposal on the company’s compliance with the conditions for non-public development of A-Shares 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 and other laws, regulations and normative documents, the board of directors of the company carefully compared with the relevant requirements of non-public offering of shares by listed companies, The company conducted a self-examination on the actual operation and related matters of the company item by item, and found that the company met the current relevant provisions on non-public offering of shares and met the conditions for non-public offering of RMB common shares listed in China.
Voting results: 8 in favor, 0 against and 0 abstention.
All independent directors of the company expressed their independent opinions on the above proposal.
The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) the proposal on the company’s non-public development of A-Shares in 2022 was deliberated and adopted item by item
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 of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the specific issuance plan of the company’s non-public offering of shares is as follows:
1. Types and par value of the shares issued this time
The shares issued this time are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 8 in favor, 0 against and 0 abstention.
2. Issuing method and time
This offering is all in the form of non-public offering to specific objects. The company will choose an appropriate time to issue within the validity period of the approval document of the CSRC on this issuance.
Voting results: 8 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
There are no more than 35 issuing objects of this non-public offering, including legal persons, natural persons or other legal investment organizations that meet the conditions stipulated by the CSRC. 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. All the objects of this non-public offering of shares are subscribed in cash.
The final issuing object will be determined by the board of directors of the issuer through consultation with the sponsor (lead underwriter) within the scope authorized by the general meeting of shareholders according to the subscription quotation of the issuing object after the issuance application has been approved by the CSRC. 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.
Voting results: 8 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this offering is the first day of the issuance period of the company’s non-public offering of shares. The price of this non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price of the non-public offering will be determined by the board of directors of the company and the sponsor (lead underwriter) of the offering according to the authorization of the general meeting of shareholders after the company obtains the approval document of the CSRC on the offering, in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities.
If the issuer’s shares have 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 to the issuance date, the base price of this issuance will be adjusted accordingly according to the following methods: assuming that the base price of issuance before adjustment is P0, the number of shares sent or converted into share capital per share is n, the dividend per share is D, and the base price of issuance after adjustment is P1, the adjustment formula is:
Dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 ÷ (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) ÷ (1 + n)
If the national laws and regulations have new provisions on the issue pricing of non-public offering shares, the company will adjust according to the new provisions.
Voting results: 8 in favor, 0 against and 0 abstention.
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. At the same time, the number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before this non-public offering, that is, not more than 226298780 shares (including), and shall be subject to the approval document of the CSRC on this offering. Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to the relevant provisions of the CSRC and the actual subscription.
If the company has ex rights issues such as bonus shares and share capital conversion from the announcement date of the resolution of the board meeting to the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly. The adjustment formula is:
Q1=Q0 × （1+n）
Where: Q0 is the upper limit of the number of shares issued this time before adjustment; N is the ratio of bonus shares and converted share capital per share (i.e. the number of shares increased after bonus shares and converted share capital per share); Q1 is the adjusted upper limit of the number of shares issued this time.
If the total number of shares in this non-public offering is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares in this non-public offering will be adjusted accordingly.
Voting results: 8 in favor, 0 against and 0 abstention.
6. Restricted period
The A shares subscribed by the issuing object of this non-public offering shall not be transferred within six months from the end of this non-public offering. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the lock-in period, the reduction of the shares of the company obtained by the issuing object due to this non-public offering shall also comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, normative documents, relevant rules of the exchange and the relevant provisions of the articles of association. After the end of this non-public offering, the company’s shares increased due to the company’s bonus shares, the conversion of capital reserve into share capital and other reasons shall also comply with the above arrangement of the sales restriction period.
Voting results: 8 in favor, 0 against and 0 abstention.
7. Listing location
The shares issued this time will apply for listing and trading in Shenzhen Stock Exchange.
Voting results: 8 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 non-public offering will be shared by the new and old shareholders after the non-public offering according to the proportion of shares after the offering.
Voting results: 8 in favor, 0 against and 0 abstention.
9. Purpose of raised funds
The total amount of funds to be raised in this non-public offering of shares shall not exceed 1 billion yuan. The net amount of funds raised after deducting the issuance expenses will be fully invested in the following projects:
Unit: 10000 yuan
Project name and estimated investment amount of the proposed raised funds
forehead
1. Research and development and manufacturing project of new material adhesive of Delian automobile 70850.00 60000.00
2 new material R & D center expansion project 15000.00 15000.00
3. Supplementary working capital 25000.00 25000.00
Total 110850.00 100000.00
After the funds raised in this offering are in place, if the actual net amount of funds raised is less than the total amount of funds to be invested in the above-mentioned investment projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of funds raised and the priorities of the projects, The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods.
Before the raised funds are in place, the company can invest with self raised funds according to the actual progress of the project, and replace the self raised funds with the raised funds after the raised funds are in place.
Voting results: 8 in favor, 0 against and 0 abstention.
10. Validity of resolutions
The resolution on this non-public offering of shares shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders. Voting results: 8 in favor, 0 against and 0 abstention.
All independent directors of the company expressed their independent opinions on the above proposal.
The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation item by item. The non-public offering plan of A-Shares can be implemented only after being approved by the CSRC, and the final plan approved by the CSRC shall prevail.
(III) the proposal on the company’s plan for non-public offering of A-Shares in 2022 was deliberated and adopted. 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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, Based on the actual situation of the company, the meeting agreed to the company’s 2022 plan for non-public development of a shares.
All independent directors of the company expressed their independent opinions on the above proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day The company’s 2022 plan for non-public development of a shares
The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company 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 of listed companies and other relevant laws, regulations and normative documents, the meeting approved the feasibility analysis report on the use of funds raised by the company’s non-public issuance of A-Shares prepared by the company.
All independent directors of the company expressed their independent opinions on the above proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on the same day Feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022.
The proposal still needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) the proposal on risk warning, filling measures and commitments of relevant subjects of the company’s non-public Development Bank A-share diluted immediate return was deliberated and adopted
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return in major asset restructuring (CSRC announcement [2015] No. 31), if a listed company refinances and dilutes the immediate return, it shall promise and fulfill the specific measures to fill the return. In order to protect the interests of small and medium-sized investors, the company carefully analyzed the impact of diluting the immediate return on the company’s main financial indicators in this non-public offering of shares, and proposed to fill the amortized shares
