Securities code: 601127 securities abbreviation: Chongqing Sokon Industry Group Stock Co.Ltd(601127) Announcement No.: 2022-011
Bond Code: 113016 bond abbreviation: Xiaokang convertible bond
Chongqing Sokon Industry Group Stock Co.Ltd(601127)
Announcement on the resolution of the 23rd Meeting of the 4th 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、 Meetings of the board of directors
Chongqing Sokon Industry Group Stock Co.Ltd(601127) (hereinafter referred to as "the company") issued the notice of the 23rd Meeting of the Fourth Board of directors on January 19, 2022. The meeting was held by means of communication voting, and an effective resolution was formed on January 26, 2022. The meeting was convened by Chairman Zhang Zhengping. There were 12 directors who should attend the meeting and 12 actually attended the meeting. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China and other laws, regulations, normative documents and the relevant provisions of the Chongqing Sokon Industry Group Stock Co.Ltd(601127) articles of Association (hereinafter referred to as the "articles of association"), and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on meeting 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 of 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 issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), Through the self-examination and demonstration of the company's actual operation and related matters item by item, the company has met the conditions for non-public offering of A-Shares (hereinafter referred to as "this offering" or "this non-public offering").
Voting results: 12 in favor, 0 abstention and 0 against.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on non-public development of A-share scheme was deliberated and adopted item by item
2.1 types and par value of shares issued this time
The shares in this non-public offering are RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2.2 issuing method and time
This offering adopts the method of non-public offering to specific objects, and will be issued at an appropriate time within the validity period of the approval document of the CSRC on this offering.
Voting results: 12 in favor, 0 abstention and 0 against.
2.3 issuing object and subscription method
The objects of this non-public offering are no more than 35 (including 35) specific investors, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other institutional investors and natural persons in accordance with laws, regulations and the provisions of 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.
After the company has obtained the approval of the CSRC, the final issuing object will be the company's board of directors and the authorized person of the board of directors in accordance with the provisions of the detailed rules for the implementation of non-public offering of shares by listed companies, in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents, It shall be determined through negotiation according to the subscription quotation of the issuing object. 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 results: 12 in favor, 0 abstention and 0 against.
2.4 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 of a shares, and the issuance price is not less than 80% of the average trading price of the company's A-Shares 20 trading days before the pricing benchmark date (excluding the pricing benchmark date, the same below). The average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date. If the stock price is adjusted due to ex right and ex interest matters within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex interest adjustments.
The final issue price of this offering will be determined by the board of directors authorized by the general meeting of shareholders and the authorized persons of the board of directors through consultation with the sponsor (lead underwriter) of this offering according to the market inquiry after the company obtains the approval document of the CSRC on this offering and in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities. If the national laws and regulations have new provisions on the issue pricing of non-public offering, the company will adjust according to the new provisions.
In case of such ex dividend and ex right matters, the issue price of this non-public offering will be adjusted accordingly.
Voting results: 12 in favor, 0 abstention and 0 against.
2.5 issue quantity
The issuance quantity of this non-public offering will be determined according to the total amount of raised funds divided by the issuance price, and shall not exceed 12% of the total share capital of the company before this non-public offering, and shall be subject to the approval document of the CSRC on this non-public offering. As of December 31, 2021, the total share capital of the company is 1359932415 shares. Based on this calculation, the number of shares issued in this non-public offering does not exceed 163191889 (including this number). The final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders and the authorized person of the board of directors through consultation with the sponsor (lead underwriter) according to the specific conditions such as the upper limit of the number of shares approved to be issued by the CSRC, the total amount of raised funds and the issuance price. In case of ex rights matters such as share distribution, conversion of capital reserve into share capital or changes in share capital caused by registration of restricted shares, repurchase and cancellation of restricted shares and conversion of convertible bonds 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. 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: 12 in favor, 0 abstention and 0 against.
2.6 restricted period of this issuance
After the completion of this non-public offering, the shares of this non-public offering subscribed by the issuing object shall not be transferred within 6 months from the end of this non-public offering. If there are other provisions on the sales restriction period in relevant laws and regulations, such provisions shall prevail. The shares acquired from the non-public offering of the company obtained by the object of this issuance shall also comply with the above share locking arrangements in the form of share distribution, conversion of capital reserve into share capital, etc. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
Voting results: 12 in favor, 0 abstention and 0 against.
2.7 investment direction of raised funds
The total amount of funds raised by the company in this non-public offering of shares does not exceed 7130 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised is planned to be invested in the following items:
No. project name total investment amount proposed investment amount of raised funds
(10000 yuan) (10000 yuan)
1 electric vehicle development and product platform technology upgrading project 4795 431000
2 plant intelligent upgrading and electric drive production line construction project 63320 61000
3 User Center construction project 22660 21000
4. Supplementary working capital project 200000 200000
Total 760775 713000
If the actual raised funds cannot meet the needs of the above-mentioned purposes of raised funds, the board of directors of the company will, within the scope of the above-mentioned investment projects with raised funds, according to the actual situation of the progress of the investment projects with raised funds and capital requirements, based on the actual net amount of raised funds and on the premise of complying with relevant laws and regulations, Adjust and finally determine the specific investment projects of the raised funds and the specific investment amount of each project. The insufficient part of the raised funds shall be solved by the company with its own funds or through other financing methods. If the company uses self raised funds to invest in the raised funds projects before the raised funds of this issuance are in place, the part invested in advance will be replaced with the raised funds after the raised funds of this issuance are in place.
Voting results: 12 in favor, 0 abstention and 0 against.
2.8 place of listing
The shares of this non-public offering will be listed on the Shanghai Stock Exchange.
Voting results: 12 in favor, 0 abstention and 0 against.
2.9 arrangement of accumulated undistributed profits before the completion of this offering
The accumulated undistributed profits before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance.
Voting results: 12 in favor, 0 abstention and 0 against.
2.10 validity period of this issuance resolution
The resolution of this non-public offering shall be valid within 12 months from the date when the general meeting of shareholders deliberates and adopts the relevant proposals of this offering.
Voting results: 12 in favor, 0 abstention and 0 against.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation item by item.
(III) the proposal on the plan for non-public development of A-Shares was deliberated and adopted
According to the requirements of relevant laws and regulations such as the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public development of shares of listed companies issued by the CSRC, the company has prepared the plan for non-public development of A-Shares in Chongqing Sokon Industry Group Stock Co.Ltd(601127) 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Company announcement. Voting results: 12 in favor, 0 abstention and 0 against.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(IV) the proposal on the report on the use of the previously raised funds was deliberated and adopted
Referring to the provisions of the CSRC on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) and in combination with the arrangement of this non-public offering of a shares, the company has prepared the special report on the use of the previously raised funds.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Company announcement.
Voting results: 12 in favor, 0 abstention and 0 against.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares
According to the relevant provisions of the measures for the administration of securities issuance of listed companies issued by the CSRC, the company has prepared the feasibility analysis report on the application of Chongqing Sokon Industry Group Stock Co.Ltd(601127) non-public development bank stock raised funds.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Company announcement. Voting results: 12 in favor, 0 abstention and 0 against.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(VI) the proposal on diluting the immediate return and filling measures of non-public development banks' A-share shares and the commitments of relevant subjects were deliberated and adopted
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and 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) According to the guidance on matters related to diluted immediate return of initial public offering, refinancing and major asset restructuring (announcement [2015] No. 31 of China Securities Regulatory Commission), the company has formulated diluted immediate return and filling measures for non-public offering of a shares, and relevant entities have made commitments on the diluted immediate return of this offering and the filling measures to be taken.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) disclosed by the company on the same day Company announcement. Voting results: 12 in favor, 0 abstention and 0 against.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
(VII) the proposal on the establishment of a special account for the raised funds of 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 of listed companies and the detailed rules for the implementation of non-public development of shares by listed companies Relevant provisions of laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies that offer securities to the public No. 25 - the plan for non-public development and issuance of shares by listed companies and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, The company plans to set up a special account for the raised funds to deposit the funds raised by the non-public offering of a shares, and the special account for the raised funds
