Securities code: 300806 securities abbreviation: Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) Announcement No.: 2022-003 Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806)
Announcement of resolutions of the 15th meeting of the 4th 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
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) the 15th meeting of the Fourth Board of directors issued the meeting notice and meeting proposal by personal delivery or e-mail on January 22, 2022, and was held in the company's conference room by on-site combined communication on January 25, 2022. The meeting was convened and presided over by the chairman, Mr. Jin Chuang. There were 9 directors who should attend the meeting, 9 actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) articles of Association (hereinafter referred to as the "articles of association").
2、 Deliberations of the board meeting
(I) the proposal on adjusting the company's plan to issue A-Shares to specific objects was deliberated and adopted. According to the provisions of relevant laws, regulations and normative documents such as 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 and registration of companies listed on GEM (for Trial Implementation), the company plans to issue A-Shares to specific objects. Due to the change of the company's registered capital, the company will adjust the number of shares issued to specific objects. The specific adjustment contents are as follows:
Before adjustment:
The number of shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital before this issue, that is, not more than 35626313 shares (including this number).
After adjustment:
The number of shares issued to specific objects this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 30% of the total share capital before this issuance, that is, not more than 56977621 shares (including this number).
In addition to the above contents, other matters in the company's stock issuance plan to specific objects will not be adjusted. The issuance can be implemented only after it is examined and approved by Shenzhen Stock Exchange and approved and registered by CSRC.
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
According to the authorization of the company's first extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on extending the validity of the resolution of the general meeting of shareholders on issuing A-Shares to specific objects was deliberated and adopted
In order to smoothly promote the follow-up matters of the issuance of A-Shares to specific objects, the board of directors of the company requests the general meeting of shareholders to extend the validity period of the original resolution for 12 months from the expiration date of the original resolution of the general meeting of shareholders, that is, the validity period is extended to February 24, 2023.
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the above proposals.
This proposal must be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation, and shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on extending the validity period of the resolution of the general meeting of shareholders of the company issuing A-Shares to specific objects and the validity period of relevant authorization (Announcement No.: 2022-006).
(III) deliberated and passed the proposal on the company's plan for issuing shares to specific objects and listing on the gem (Revised Draft)
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 registration of companies listed on the gem (for Trial Implementation), the standards for the contents and forms of information disclosure of companies publicly issuing securities No. 36 - prospectus and issuance report of shares issued by companies listed on the gem to specific objects According to the requirements of relevant laws, regulations and normative documents such as the "Q & A on issuance supervision - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised)", the plan for issuing shares to specific objects and listing on GEM (Revised) is prepared for the company's issue of shares to specific objects this time. After deliberation, the directors attending the meeting agreed to the contents of the plan for Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) issuing shares to specific objects and listing on the gem (Revised Draft).
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
According to the authorization of the company's first extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the demonstration and analysis report (Revised Draft) of the company on the scheme of issuing shares to specific objects and listing on the gem
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 and registration of companies listed on the gem (for Trial Implementation) and the articles of association, the company has demonstrated and analyzed the stock issuance scheme to specific objects, Formulated the Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) demonstration and analysis report on the scheme of issuing shares to specific objects and listing on the gem (Revised Draft). After deliberation, the directors attending the meeting agreed to the contents of the Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) demonstration and analysis report on the scheme of issuing shares to specific objects and listing on the gem (Revised Draft).
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
According to the authorization of the company's first extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the feasibility report on the use of funds raised by the company's issuance of shares to specific objects (Revised Draft)
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 and registration of companies listed on the gem (for Trial Implementation), the articles of association and other relevant provisions, the feasibility analysis report on the use of Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) funds raised by issuing shares to specific objects (Revised Version) is prepared for the company's issue of shares to specific objects this time. After deliberation, the directors attending the meeting agreed to the contents of the feasibility analysis report on the use of funds raised by Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) issuing shares to specific objects (Revised Draft).
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
According to the authorization of the company's first extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(VI) the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors or persons authorized by the board of directors to fully handle matters related to the issuance of A-Shares was deliberated and adopted
In order to smoothly promote the follow-up matters of the issuance of A-Shares to specific objects, the board of directors of the company requests the general meeting of shareholders to extend the validity period of authorizing the board of directors and persons authorized by the board of directors to handle matters related to the issuance of A-Shares by 12 months from the expiration date of the original resolution of the general meeting of shareholders, that is, the validity period is extended to February 24, 2023, The content and scope of authorization remain unchanged.
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their prior approval opinions on this proposal.
This proposal must be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation, and shall be adopted by more than two-thirds of the voting rights held by the shareholders (including shareholders' agents) attending the general meeting of shareholders.
For details, please refer to the company's disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Announcement on extending the validity period of the resolution of the general meeting of shareholders of the company issuing A-Shares to specific objects and the validity period of relevant authorization (Announcement No.: 2022-006).
(VII). The proposal on diluting the immediate return and filling measures of issuing A-Shares to specific objects and the commitments of relevant subjects (Revised Draft) was deliberated and adopted
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (announcement of China Securities Regulatory Commission [2015] No. 31) and other relevant laws and regulations, The company has formulated the proposal on diluting the immediate return and filling measures of issuing A-Shares to specific objects and the commitments of relevant subjects (Revised Draft).
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
According to the authorization of the company's first extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(VIII) deliberated and passed the proposal on the report on the use of the previously raised funds
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 and registration of companies listed on the gem (for Trial Implementation), the provisions on the report on the use of the previously raised funds (Zheng Jian fa FA Zi [2007] No. 500) and other relevant laws, regulations and rules, The company has prepared the special report on the use of Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) previously raised funds.
This proposal involves related party transactions, and related directors Jin Chuang and Shi Rong avoid voting.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
According to the authorization of the company's first extraordinary general meeting of shareholders in 2021, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(IX) the proposal on holding the first extraordinary general meeting of shareholders in 2022 is deliberated and passed. The first extraordinary general meeting of shareholders in 2022 is scheduled to be held on February 11, 2022. This general meeting is held by combining on-site voting and online voting.
For details, please refer to the company's synchronous disclosure on cninfo (www.cn. Info. Com. CN.) Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-012)
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the 15th meeting of the 4th board of directors; 2. Prior approval opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors. It is hereby announced.
Jiangsu Sidike New Materials Science & Technology Co.Ltd(300806) board of directors January 25, 2022
