Securities code: 002909 securities abbreviation:
Chi Tai Holdings Limited
Announcement No.: 2020-015
Guangzhou Jitai Chemical Co., Ltd
Resolution announcement of the 12th meeting of the second board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false record, misleading statement or major omission.
1、 Meeting of the board of directors
1. The 12th meeting of the second board of directors of Guangzhou Jitai Chemical Co., Ltd. (hereinafter referred to as the company) (hereinafter referred to as the meeting) sent the notice of the meeting by mail and telephone on February 25, 2020.
2. The meeting was held at 10:30 a.m. on February 28, 2020 in the conference room on the first floor of building C, No. 62, Nanxiang first road, Guangzhou Development Zone, by means of on-site communication.
3. There are 9 directors to attend the meeting and 9 directors to attend the meeting (directors Li Haocheng and Lin Wuxuan participate by means of communication).
4. Mr. Zou Zhenfu, chairman of the board of directors, presided over the meeting, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The notice, convening and holding of this meeting are in accordance with the company law of the people's Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association of Guangzhou Jitai Chemical Co., Ltd.
2、 Deliberation of board meeting
After careful discussion, the attending directors formed the following resolutions:
（1） Deliberation and adoption of the proposal on the company's meeting the conditions for A-share shares of non-public Development Bank
According to 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 and the detailed rules for the implementation of non-public issuance of shares by listed companies and other relevant laws, regulations and normative documents promulgated by the China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the company's situation is checked item by item, In the opinion of the board of directors, the company meets all qualifications and conditions for non-public issuance of a shares to specific objects.
The independent directors of the company expressed their prior approval opinions and agreed independent opinions on this proposal. For details, please refer to the announcement disclosed on http://www.cninfo.com.cn on the same day.
Voting: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
（2） The proposal on the company's plan for non-public development of A-share in 2020 was deliberated and passed item by item
1. Class and par value of shares issued
The shares of this non-public offering are domestic listed RMB common shares (A shares), with a par value of 1.00 yuan per share.
Voting: 9 in favor, 0 against and 0 abstention.
2. Issuing method and time
All the shares to be issued this time shall be issued in a non-public way. Within the validity period approved by the CSRC, an appropriate time shall be selected to issue to specific objects.
Voting: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The issuing objects of this offering are no more than 35 specific objects that meet the requirements of CSRC, including securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other legal investment organizations that meet the requirements of laws and regulations. Securities investment fund management companies, securities companies, qualified overseas institutional investors and RMB qualified overseas institutional investors who subscribe with more than two products under their management shall be regarded as one issuing object; trust and investment companies, as the issuing objects, can only subscribe with their own funds.
After the final issuance object is approved by CSRC, the board of directors of the company shall, within the scope authorized by the shareholders' meeting and in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents, determine the final issuance object in accordance with the price priority principle according to the application and quotation of the issuance object.
All issuers subscribe for the shares of this non-public offering in cash and at the same price.
Voting: 9 in favor, 0 against and 0 abstention.
4. Pricing base date, issuing price and pricing principle
The pricing base date of this non-public offering is the first day of the offering period. The issuance price shall be no less than 80% of the average trading price of the company's shares on the 20 trading days before the pricing base date (the average trading price of the shares on the 20 trading days before the pricing base date = the total trading volume of the shares on the 20 trading days before the pricing base date / the total trading volume of the shares on the 20 trading days before the pricing base date).
If the company's shares are ex dividend or ex dividend during the period from the pricing base date of this issuance to the issuance date, the issue base price will be adjusted accordingly. The adjustment formula is as follows:
Distribution of cash dividends: P? = P? - D;
Bonus shares or converted capital stock: P? = P? / (1 + n);
Two items are carried out simultaneously: P? = (P? - D) / (1 + n).
Among them, P refers to the base price before the adjustment, D refers to the cash dividend distributed per share, n refers to the number of bonus shares or converted capital stock, and P refers to the issue price after the adjustment.
The final offering price will be negotiated and determined by the board of directors and the sponsor (the lead underwriter) according to the investors' purchase quotation according to the provisions of laws and regulations after the company obtains the approval document of the CSRC on this offering.
If the relevant laws, regulations and normative documents have new regulations on the benchmark date and price of non-public issuance of shares, the board of directors of the company will adjust them according to the authorization of the general meeting of shareholders.
Voting: 9 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares in this non-public offering is calculated by dividing the total amount of funds raised by this offering by the offering price, and the number of shares in this non-public offering does not exceed 20% of the total amount of the company's share capital before the offering, that is, it does not exceed 33.6 million shares (including this number), which is in line with the provisions of the issue supervision Q & A - regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version). If the company's shares are excluded from rights during the period from the announcement date to the issuance date of the resolution of the board of directors, the upper limit of the number of shares to be issued will be adjusted accordingly.
Within the above scope, the board of directors of the company shall, in accordance with the authorization of the general meeting of shareholders, after the issuance is approved by the CSRC, negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the subscription quotation of the issuer.
Voting: 9 in favor, 0 against and 0 abstention.
6. Investment direction of raised funds
The total amount of funds raised by the non-public offering of shares does not exceed 364.19395 million yuan (including the amount), which is to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
Exergy
Note: "Conghua Zhaoshun" refers to Guangzhou Conghua Zhaoshun New Material Co., Ltd., a wholly-owned subsidiary of the company, which uses the raised funds to increase the capital of Conghua Zhaoshun.
Before the funds raised by the non-public offering are in place, the company can invest the funds raised by itself in advance according to the progress of the project, and replace them after the funds raised by the non-public offering are in place. If the actual net amount of raised funds of this non-public offering is less than the amount of raised funds to be invested in the above-mentioned projects, the company will invest each raised fund investment project in the order of priority according to the actual net amount of raised funds, and the insufficient part of raised funds will be solved by the company through self financing.
Voting: 9 in favor, 0 against and 0 abstention.
7. Restricted period
The restricted period of this non-public offering is 6 months, and it shall not be transferred within 6 months from the listing date of this non-public offering. After the expiration of the sales restriction period, the relevant provisions of the CSRC and Shenzhen Stock Exchange shall be followed.
Voting: 9 in favor, 0 against and 0 abstention.
8. Arrangement of the company's accumulated profits before the non-public offering
The accumulated profits of the company before the IPO shall be shared by all shareholders of the company after the IPO according to the shareholding ratio after the IPO.
Voting: 9 in favor, 0 against and 0 abstention.
9. Place of listing
The shares to be issued will be listed and traded on Shenzhen Stock Exchange.
Voting: 9 in favor, 0 against and 0 abstention.
10. Validity of this issuance resolution
The validity period of this non-public offering resolution is 12 months from the date when the company's general meeting deliberates and approves this non-public offering proposal.
Voting: 9 in favor, 0 against and 0 abstention.
The independent directors of the company expressed their prior approval opinions and agreed independent opinions on this proposal.
The plan for this non-public offering of shares shall be submitted to the general meeting of shareholders of the company for deliberation and shall not be implemented until approved by the CSRC. The final implementation plan shall be subject to the plan approved by the CSRC.
For details, please refer to the relevant announcements published in the securities times, China Securities Journal, Shanghai Securities Journal, securities daily and http://www.cninfo.com.cn.
（3） The proposal on the plan for non-public Development Bank a share of Guangzhou Jitai Chemical Co., Ltd. in 2020 was reviewed and passed
After deliberation, the board of directors approved the plan for a share of Guangzhou Jitai Chemical Industry Co., Ltd. for non-public Development Bank in 2020.
The independent directors of the company expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 9 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the relevant announcements published in the securities times, China Securities Journal, Shanghai Securities Journal, securities daily and http://www.cninfo.com.cn.
（4） The proposal on the feasibility analysis report of A-share capital raising of Guangzhou Jitai Chemical Co., Ltd. non public development bank was reviewed and passed
After deliberation, the board of directors approved the feasibility analysis report on the use of A-share capital raised by Guangzhou Jitai Chemical Industry Co., Ltd. for this non-public offering.
The independent directors of the company expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 9 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the relevant announcements published in the securities times, China Securities Journal, Shanghai Securities Journal, securities daily and http://www.cninfo.com.cn.
（5） The proposal on the report of Guangzhou Jitai Chemical Co., Ltd. on the use of previously raised funds was deliberated and adopted
After deliberation, the board of directors approved the report of Guangzhou Jitai Chemical Co., Ltd. on the use of the previously raised funds formulated by the company for the issue of non-public shares.
The independent directors of the company expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting: 9 in favor, 0 against and 0 abstention.
The proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the relevant announcements published in the securities times, China Securities Journal, Shanghai Securities Journal, securities daily and http://www.cninfo.com.cn.
（6） The proposal of Guangzhou Jitai Chemical Co., Ltd. on diluted immediate return, filling measures and commitment of relevant subjects of non-public development bank stock in 2020 was reviewed and passed
After deliberation, director