Securities code: 300169 securities abbreviation: Changzhou Tiansheng New Materials Co.Ltd(300169) Announcement No.: 2022-003 Changzhou Tiansheng New Materials Co.Ltd(300169)
Announcement of resolutions of the 11th 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 11th meeting of the 5th board of directors of Changzhou Tiansheng New Materials Co.Ltd(300169) (hereinafter referred to as “the company”) was sent by fax and e-mail on January 24, 2022, and held by on-site combined communication in the conference room on the fifth floor of the company, No. 508 Longjin Road, Changzhou at 9:30 a.m. on January 26, 2022. The meeting was convened and presided over by Mr. Wu Haizhou, chairman of the board of directors. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Among them, Mr. Wu Haizhou and Mr. Xu Yi attended the meeting on site, and Mr. LV Lei, Mr. Han Qingjun, Mr. Shen Lei, Mr. Wang Li and Mr. Song Honghai attended the meeting by means of communication. Supervisors and senior managers attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of the company law of the people’s Republic of China, the articles of association and the rules of procedure of the board of directors.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals by open ballot:
(I) Mr. Wu Haizhou and Mr. Xu Yi, the affiliated directors of the proposal on the company meeting the conditions for issuing A-Shares to specific objects, withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and other relevant laws, administrative regulations, departmental rules and other normative documents, After self-examination and demonstration of the actual situation and related matters of the company item by item, the board of directors of the company believes that the company complies with the relevant provisions of current laws and regulations and normative documents on Issuing A-share shares to specific objects, and has the conditions for issuing A-share shares to specific objects.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(II) deliberating and passing the proposal on the company’s stock issuance plan to specific objects one by one, in accordance with the provisions of the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, The company has drawn up the plan of issuing A-Shares to specific objects (hereinafter referred to as “this issuance”), as follows:
1. Type and par value of issued shares
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2. Issuing method and time
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
This offering will take the form of issuing shares to specific objects. After the approval of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the decision of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on registration, the company will choose an appropriate time to issue shares to specific objects within the specified period of validity. 3. Issuing object and subscription method
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The object of this issuance is Jucheng intelligent machinery partnership (limited partnership) in Quanzhou Taiwan investment zone (to be established, which is finally subject to the name approved by the administrative department for Industry and commerce, hereinafter referred to as “Jucheng intelligent (to be established)”), and all the objects of this issuance will subscribe for the shares in cash.
4. Pricing base date and issue price
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The pricing benchmark date of this offering is the announcement date of the resolution of the 11th meeting of the 5th board of directors of the company. The issuing price of the shares issued this time is 5.56 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date). If the ex rights and ex interests of the company’s shares occur between the pricing base date and the issuance date, the issuance price will be adjusted accordingly. The adjustment method 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, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
If the relevant laws, regulations and normative documents or the regulatory review policies of the CSRC and the stock exchange on the issuance of A-Shares to specific objects have other different requirements on the issue price, pricing method and other matters, then the matters related to this issuance shall be implemented in accordance with these requirements.
5. Number of issues
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The number of A-Shares issued this time does not exceed 95323700 (including this number), nor does it exceed 30% of the total share capital of the company before this issuance. The final issuance quantity will be determined by the board of directors of the company through consultation with the recommendation institution (lead underwriter) in accordance with relevant regulations after being reviewed and approved by the Shenzhen Stock Exchange and reported to the CSRC for approval and registration. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the number of shares issued this time will be adjusted accordingly. The adjustment formula is:
Q1=Q0 × （1+n）。
Where: Q0 is 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 number of shares issued this time.
6. Restricted period
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The shares issued to specific objects shall not be transferred within 18 months from the date of completion of share registration.
If the restricted period of the shares subscribed by the issuing object is inconsistent with the provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities, the restricted period will be adjusted accordingly in accordance with the provisions of relevant regulatory authorities.
After the end of this offering, the shares increased due to the share distribution of listed companies and the conversion of capital reserve into share capital shall also comply with the above arrangement of the restricted sale period. The transfer after the sales restriction period will be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange.
7. Arrangement of accumulated undistributed profits before the completion of this offering
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The accumulated undistributed profits of the listed company before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance according to the shareholding ratio after the completion of this issuance.
8. Listing location
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
9. Amount and purpose of raised funds
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The total amount of funds raised in this issuance shall not exceed RMB 529999800 (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
10. Validity of resolution
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
The validity period of the resolution of this issuance is 12 months from the date when the company’s general meeting of shareholders deliberates and adopts the relevant proposal of this issuance.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) deliberated and passed the proposal on related party transactions involved in the company’s issuance of shares to specific objects this time
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
According to the company’s stock issuance plan to specific objects, the issuing object of this issuance is Jucheng intelligence (to be established). Before the announcement of the stock issuance plan to specific objects, Jucheng intelligence (to be established) did not directly or indirectly hold the company’s shares. After the implementation of the overall plan for the change of control of the company, including this issuance, the controlling shareholder of the company will be changed from no controlling shareholder to Jucheng intelligence (to be established), and the actual controller will be changed from no actual controller to Huang Daping. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Jucheng intelligence (to be established) is the related party of the company. Therefore, the company’s issuance of shares to specific objects involves related party transactions.
For details, please refer to the announcement on related party transactions involving the issuance of shares by the company to specific objects (Announcement No.: 2022-006) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(IV) deliberated and passed the proposal on the company’s stock issuance plan to specific objects this time
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the actual situation of the company, the company has prepared the plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022. For details, see the plan for issuing shares to specific objects in Changzhou Tiansheng New Materials Co.Ltd(300169) 2022 disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(V) deliberated and passed the proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the actual situation of the company, the company has prepared the demonstration and analysis report on the stock issuance scheme of Changzhou Tiansheng New Materials Co.Ltd(300169) gem to specific objects.
For details, please refer to the demonstration and analysis report on the stock issuance plan of Changzhou Tiansheng New Materials Co.Ltd(300169) gem to specific objects disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VI) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), and in combination with the actual situation of the company, the company has prepared the feasibility analysis report on the use of Changzhou Tiansheng New Materials Co.Ltd(300169) raising funds by issuing shares to specific objects.
For details, please refer to the feasibility analysis report on the use of Changzhou Tiansheng New Materials Co.Ltd(300169) issuing shares to specific objects to raise funds disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day.
Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VII) deliberated and passed the proposal that the company does not need to prepare the report on the use of the funds raised in the previous time when issuing shares to specific objects this time
Review results: 7 votes in favor; No negative vote; There were no abstentions.
In view of the fact that the company has not raised funds through allotment of shares, additional issuance and issuance of convertible corporate bonds in the last five fiscal years, in accordance with the relevant provisions of the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi (2007) No. 500) of the CSRC, The company does not need to prepare a report on the use of the funds raised in the previous time, nor does it need to hire an accounting firm with securities and futures related business qualifications to issue an assurance report on the use of the funds raised in the previous time.
For details, please refer to the instructions on the unnecessary preparation of the report on the use of the previously raised funds (Announcement No.: 2022-007) disclosed on cninfo.com, the gem information disclosure website designated by the CSRC on the same day. Independent directors have expressed their independent opinions on this proposal.
This proposal still needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(VIII) deliberated and passed the proposal on signing conditional and effective share subscription agreement between the company and specific objects
Related directors Mr. Wu Haizhou and Mr. Xu Yi withdrew from voting.
Review results: 5 votes in favor; No negative vote; There were no abstentions.
According to the company’s plan for issuing shares to specific objects this time, the objects of this issuance are
