Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-017 Qianhe Condiment And Food Co.Ltd(603027)
On signing a non-public offering of A-Shares with the controlling shareholder
Announcement of the conditional effective share subscription agreement
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. On February 23, 2022, Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as “the company”) held the fifth meeting of the Fourth Board of directors, which deliberated and adopted the proposal on the signing of the conditional effective share subscription agreement between the company and the controlling shareholder Mr. Wu Chaoqun for non-public development of A-share shares, It is agreed that the company and Mr. Wu Chaoqun sign the conditional effective share subscription agreement (hereinafter referred to as the “subscription agreement”). The main contents are as follows:
1、 Main contents of the conditional share subscription agreement
On February 23, 2022, the company signed the conditional effective share subscription agreement with Mr. Wu Chaoqun, the object of this issuance. The contents of the agreement are as follows:
(I) agreement subject and signing time
Issuer (Party A): Qianhe Condiment And Food Co.Ltd(603027)
Subscriber (Party B): Wu Chaoqun
Signed on: February 23, 2022
(II) subscription price and quantity
The pricing benchmark date of Party A’s non-public offering is the announcement date of the resolution of the fifth meeting of the Fourth Board of directors of Party A. The issuing price of Party A’s non-public offering of shares is 15.59 yuan / share, which is not less than 80% of the average price of Party A’s shares on the 20 trading days before the pricing base date of the non-public offering (the average price of shares on the 20 trading days before the pricing base date = the total amount of shares traded on the 20 trading days before the pricing base date / the total amount of shares traded on the 20 trading days before the pricing base date). In case of ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on from the pricing benchmark date to the issuance date of Party A’s shares in this non-public offering, the issuance price of this non-public offering will be adjusted accordingly. The adjustment method is as follows:
1. Dividend: P1 = p0-d
2. Conversion of capital reserve into share capital or share distribution: P1 = P0 / (1 + n)
3. Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P0 is the issue price before adjustment, the amount of dividend per share is D, the number of capital reserves converted into share capital or shares sent per share is n, and the issue price after adjustment is P1.
The number of shares to be issued by Party A this time is the total amount of raised funds divided by the issuing price of the non-public offering. The calculation formula is: the number of non-public offering shares = the total amount of raised funds / the issuing price per share (the calculated figure is rounded, i.e. the number after the decimal point is ignored).
The total amount of funds to be raised this time shall not be less than 500 million yuan (including this amount) and not more than 80 million yuan (including this amount). The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the issuance, and the final amount shall be subject to the issuance approved by the CSRC.
Party B agrees to subscribe for the shares issued by Party A in cash at the price agreed in this agreement. Party B agrees to subscribe for all the shares actually issued by Party A this time.
(III) subscription method and payment time
Subscription method: cash subscription.
Payment time: After Party A’s non-public offering is officially approved by the CSRC, Party B shall transfer the subscription funds to the account specially established by the sponsor (lead underwriter) for the non-public offering at one time according to the specific payment period specified in the payment notice issued by Party A and the sponsor (lead underwriter).
(IV) sales restriction period
The shares of party a subscribed by Party B in cash shall not be transferred in any way within 36 months from the date of the issuance of such shares, including but not limited to public transfer through the securities market or by agreement, and shall not be repurchased by Party A; The increased shares of such shares due to Party A’s bonus shares, conversion of share capital and other reasons shall also comply with the above-mentioned restriction period.
If the CSRC or Shanghai Stock Exchange has different opinions on the above lock-in period arrangement, Party B agrees to revise and implement the above lock-in period arrangement in accordance with the opinions of the CSRC and / or Shanghai Stock Exchange.
Party B shall issue relevant lock-in commitments for the shares subscribed in this non-public offering and handle relevant share lock-in matters in accordance with relevant laws and regulations, relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange and Party A’s requirements.
(V) establishment and effectiveness of the agreement
This Agreement shall be established from the date of signing by Party A and Party B and shall take effect from the date when all the following conditions are met: 1. This non-public offering and this Agreement have been reviewed and approved by the board of directors and the general meeting of shareholders of Party A;
2. The non-public offering was approved by the China Securities Regulatory Commission.
(VI) liability for breach of contract
1. If either party fails to comply with or perform the obligations or responsibilities, statements or guarantees agreed under the subscription agreement, unless otherwise agreed by both parties, the breaching party shall bear the liability for breach of contract, including but not limited to continuing performance, taking remedial measures, etc. If losses are caused, the observant party has the right to require the breaching party to compensate all losses caused to the observant party by the breach of contract (including but not limited to the direct or indirect losses suffered by the observant party and the resulting litigation, claims and other costs and expenses).
2. If the non-public offering of shares agreed under this agreement is not approved by the board of directors or the general meeting of shareholders of Party A or approved by the China Securities Regulatory Commission, or Party A believes that the issuance can not achieve the purpose of issuance according to its actual situation and relevant laws and regulations, and voluntarily withdraws the application materials to the CSRC or terminates the issuance, it will not constitute Party A’s breach of contract, No liability for breach of contract or any civil liability.
2、 Documents for future reference
1. Resolutions of the 5th meeting of the 4th board of directors of the company;
2. The share subscription agreement with conditional effect signed by the company and Mr. Wu Chaoqun. It is hereby announced.
Qianhe Condiment And Food Co.Ltd(603027) board of directors February 24, 2022
