Securities code: 688560 securities abbreviation: Crown Advanced Material Co.Ltd(688560) Announcement No.: 2022-008 Crown Advanced Material Co.Ltd(688560)
Announcement on the resolution of the 22nd Meeting of the third 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
1、 Meetings of the board of directors
The 22nd Meeting of the third board of directors of Crown Advanced Material Co.Ltd(688560) (hereinafter referred to as “the company”) was held in the conference room of the company on January 25, 2022 by on-site combined with communication voting. The notice of the meeting was sent to all directors by mail and wechat on January 22, 2022. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. The meeting was presided over by Mr. Yan Hongjia, chairman of the board. The notice, convening, convening and deliberation procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China and the Crown Advanced Material Co.Ltd(688560) articles of association.
2、 Deliberations of the board meeting
After careful examination and voting, the attending directors unanimously formed and adopted the following resolutions:
(I) deliberated and passed the proposal on the company meeting the conditions for issuing A-Shares to specific objects
The board of directors of the company conducted a self-examination on the actual situation of the company item by item in accordance with the relevant provisions on the issuance of A-share shares by companies listed on the science and innovation board to specific objects, and considered that the company met the relevant conditions for the issuance of A-share shares to specific objects.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) the proposal on the company’s plan to issue A-Shares to specific objects was deliberated and adopted item by item
The directors attending the meeting voted on the company’s plan to issue A-Shares to specific objects (hereinafter referred to as “this issuance”) one by one:
1. Type and par value of issued shares
The type of shares issued this time is 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 issuance is all in the form of issuing shares to specific objects, and the company will choose an opportunity to issue shares within the validity period determined by the CSRC.
Voting results: 8 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this issuance shall not exceed 35, including securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutions, qualified overseas institutional investors, as well as other legal persons, natural persons or other legal investors in accordance with 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. As the issuing object, trust companies can only subscribe with their own funds.
After the issuance is approved by Shanghai Stock Exchange and approved by China Securities Regulatory Commission for registration, the final issuing object will be determined through negotiation between the board of directors authorized by the general meeting of shareholders and the sponsor (lead underwriter) in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities according to the subscription quotation of the issuing object.
The issuing objects of this offering are subscribed in cash at the same price.
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 issuance is the first day of the issuance period.
The issuing price of this offering shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (excluding the pricing benchmark date). The calculation formula is: the average trading price of shares in the 20 trading days before the pricing benchmark date = the total trading volume of shares in the 20 trading days before the pricing benchmark date / the total trading volume of shares in the 20 trading days before the pricing benchmark date. If the company’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 of this issuance to the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d; Share offering or conversion to share capital: P = P0 / (1 + n); Two items are carried out simultaneously: P1 = (p0-d) / (1 + n). Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and P1 is the issue price after adjustment.
The final issue price will be determined by the board of directors of the company through negotiation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, in accordance with the principle of price priority and other principles, according to the purchase quotation of the issuing object, after the application for this issue is reviewed and approved by the Shanghai Stock Exchange and the approval and registration decision is made by the CSRC, But not lower than the above-mentioned issuance reserve price.
Voting results: 8 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares issued 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 of the company before this issue, that is, not more than 49226320 shares (including this number). After the issuance is approved and registered by the CSRC, the final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the subscription quotation of the issuing object and the authorization of the general meeting of shareholders.
If the company has ex rights matters such as share distribution, conversion of capital reserve into share capital from the announcement date of the resolution of the board of directors to the date of issuance, or changes in the total share capital of the company due to share repurchase, employee equity incentive plan and other matters, the upper limit of the number of this issuance will be adjusted accordingly.
Voting results: 8 in favor, 0 against and 0 abstention.
6. Restricted period
The restricted sale period of the shares subscribed by the issuing object for this issuance shall comply with the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance registration of listed companies on the science and Innovation Board (for Trial Implementation) and the relevant provisions of the CSRC, Shanghai Stock Exchange and other regulatory authorities, and shall not be transferred within 6 months from the date of the end of the spontaneous issuance. The shares derived from the shares issued this time held by the issuing object due to the company’s distribution of stock dividends and the conversion of capital reserves shall also comply with the above arrangement of the restricted sale period. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The transfer after the expiration of the sales restriction period shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention.
7. Distribution of accumulated profits of the company before this offering
The accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders after the issuance.
Voting results: 8 in favor, 0 against and 0 abstention.
8. Validity of the resolution
The validity period of this issuance resolution is 12 months from the date when the issuance plan is deliberated and approved by the general meeting of shareholders of the company.
If the company has obtained the decision of the CSRC to register the issuance within the validity period, the validity period will be automatically extended to the date of completion of the issuance.
Voting results: 8 in favor, 0 against and 0 abstention.
9. Place of listing
The shares issued this time will be listed and traded on the Shanghai Stock Exchange.
Voting results: 8 in favor, 0 against and 0 abstention.
10. Purpose of raised funds
The total amount of funds raised in this issuance shall not exceed 2 million yuan (including this amount), which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
Project Name: total amount of proposed investment proposed to use raised fund No. investment amount
1 mingguan lithium film company’s aluminum plastic film construction project with an annual output of 200 million square meters 136871.42 94000.00
2 mingguan lithium film company’s aluminum plastic film construction project with an annual output of 100 million square meters 6482297 24000.00
3. Jiaming Film Co., Ltd. will build 55573.65 42000.00 fluorine-free backplane with an annual output of 100 million square meters
4. Supplementary working capital 40000.00 40000.00
Total 297268.04 200000.00
Before the funds raised in this offering are in place, the company can invest in advance with self raised funds according to the actual situation, and replace them in accordance with the procedures specified in relevant laws and regulations after the funds raised are in place. If the net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the company may adjust the investment time sequence and amount of raised funds in the above investment projects according to the actual needs such as project priorities, and the insufficient part of raised funds shall be raised by the company itself.
Voting results: 8 in favor, 0 against and 0 abstention.
11. The implementation subject of the project invested by the raised funds
The implementation subjects of the project invested by the raised funds are as follows: Jiangxi mingguan lithium film technology Co., Ltd., a wholly-owned subsidiary of the company, is the implementation subject of the aluminum-plastic film construction project with an annual output of 200 million square meters of mingguan lithium film company and the aluminum-plastic film construction project with an annual output of 100 million square meters of mingguan lithium film company; Jiangxi Jiaming film material Co., Ltd., a newly established wholly-owned subsidiary of the company, is the main body of the fluorine-free backplane construction project with an annual output of 100 million square meters of Jiaming film company.
Voting results: 8 in favor, 0 against and 0 abstention.
Independent directors expressed their independent opinions on the above proposal.
(III) deliberated and passed the proposal on the company’s plan for issuing A-Shares to specific objects
The board of directors of the company has prepared the plan for issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022. See the website of Shanghai stock exchange for details（ http://www.sse.com.cn. ）The Crown Advanced Material Co.Ltd(688560) 2022 plan for issuing A-Shares to specific objects disclosed.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects
The board of directors of the company has prepared the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022. For details, see the demonstration and analysis report on the scheme of issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022 disclosed on the website of Shanghai Stock Exchange.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall 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 the company issuing A-Shares to specific objects
In order to ensure the rational use of the company’s funds raised in this offering, the board of directors of the company has prepared the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022. For details, see the feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in Crown Advanced Material Co.Ltd(688560) 2022 disclosed on the website of Shanghai Stock Exchange.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VI) deliberated and passed the proposal on the report on the use of the company’s previously raised funds
The board of directors of the company has prepared the report on the use of Crown Advanced Material Co.Ltd(688560) previously raised funds. Meanwhile, Tianjian Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds (tianjianshen [2022] No. 3-15). For the specific contents of the above report, see the report on the use of Crown Advanced Material Co.Ltd(688560) previously raised funds disclosed on the website of Shanghai Stock Exchange.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VII) deliberated and passed the proposal on Crown Advanced Material Co.Ltd(688560) explanation on the investment of the raised funds in the field of scientific and technological innovation
The board of directors of the company believes that the investment of the funds raised in this issuance belongs to the field of scientific and technological innovation, and has prepared the description of Crown Advanced Material Co.Ltd(688560) on the investment of the funds raised in this issuance belongs to the field of scientific and technological innovation. For details, see the description of Crown Advanced Material Co.Ltd(688560) on the investment of the funds raised in this issuance belongs to the field of scientific and technological innovation disclosed on the website of Shanghai Stock Exchange.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII) deliberated and passed the proposal on the explanation of matters related to the company’s internal accounting control system
The management of the company made the explanation of Crown Advanced Material Co.Ltd(688560) on matters related to internal accounting control system for the effectiveness of internal control related to financial statements as of September 30, 2021, and Tianjian Certified Public Accountants (special general partnership) issued the assurance report on Crown Advanced Material Co.Ltd(688560) internal control (tianjianshen [2022] No. 3-14).
Independent directors have expressed their independent opinions on this proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
(IX) deliberating and adopting the regulations on
