CEET(SZ:002579) Zhong Guo Zheng Quan Bao - Zhong Zheng Wang·2025-09-23 09:17Core Viewpoint - The company has convened its board meeting to discuss and approve the proposal for a private placement of A-shares, which is subject to shareholder approval and regulatory compliance [1][3][27]. Group 1: Board Meeting and Resolutions - The board meeting was held on September 22, 2025, with all six attending directors present, and the resolutions made were deemed legal and effective [1]. - The board approved the proposal that the company meets the conditions for issuing A-shares to specific investors [1][2]. Group 2: A-Share Issuance Proposal - The company plans to issue domestic listed RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [5]. - The issuance will be conducted through a private placement, with the timing to be determined after obtaining approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission (CSRC) [6]. Group 3: Issuance Details - The issuance targets up to 35 specific investors, including the actual controller Yang Lin, who intends to subscribe for at least RMB 70 million, not exceeding 30% of the total shares issued [8][9]. - All investors will subscribe in cash at the same price [10]. Group 4: Pricing and Adjustment Mechanism - The pricing will be based on a competitive bidding process, with the issue price not lower than 80% of the average trading price over the 20 trading days prior to the pricing date [11]. - Adjustments to the issue price will be made in case of dividends or stock splits during the pricing period [11][12]. Group 5: Issuance Quantity and Limitations - The maximum number of shares to be issued is 183,785,586, not exceeding 30% of the total share capital before the issuance [14]. - The lock-up period for shares subscribed by Yang Lin is 18 months, while other investors will have a 6-month lock-up period [16][17]. Group 6: Fundraising and Usage - The total amount to be raised from the issuance is capped at RMB 700 million, which will be used for specified projects after deducting issuance costs [19]. - The company may use its own funds for projects before the raised funds are available, with a plan to replace these with the raised funds later [19]. Group 7: Listing and Profit Sharing - The shares will be listed on the Shenzhen Stock Exchange [21]. - The undistributed profits before the issuance will be shared among new and old shareholders based on their respective shareholding ratios post-issuance [23]. Group 8: Authorization and Governance - The board seeks authorization from the shareholders to handle all matters related to the issuance, including determining the specifics of the issuance [55]. - The company will revise its fundraising management system in accordance with relevant regulations [61].