Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-013 Qianhe Condiment And Food Co.Ltd(603027)
Plan for non-public offering of A-Shares in 2022
February, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, confirm that there are no false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the plan.
2. This plan is prepared in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan and issuance report of non-public offering of shares by listed companies, and other requirements.
3. After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares. 4. This plan is the explanation of the board of directors of the company on the non-public offering of a shares. Any statement to the contrary is untrue.
5. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
6. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the general meeting of shareholders and relevant examination and approval authorities.
hot tip
1. The matters related to the non-public offering of shares have been deliberated and approved at the fifth meeting of the Fourth Board of directors of the company, and can be implemented only after being deliberated and approved by the general meeting of shareholders and the CSRC.
2. This offering is a non-public offering for specific objects, and the issuing object is Mr. Wu Chaoqun. Mr. Wu Chaoqun subscribed for the company’s non-public offering in cash. Mr. Wu Chaoqun is the controlling shareholder and actual controller of the company. This non-public offering constitutes a connected transaction. In accordance with the relevant provisions of the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and the articles of association of the CSRC, when the board of directors deliberated on the proposal on the company’s non-public offering of A-Shares in 2022 and other relevant proposals, the non affiliated Directors voted and passed, Independent directors issue prior approval opinions and independent opinions on the relevant proposals of this issuance; When relevant proposals are submitted to the general meeting of shareholders for deliberation, related shareholders will avoid voting.
3. The total amount of funds raised from this non-public offering of shares shall not be less than 500 million yuan (including this amount) and not more than 80 million yuan (including this amount). After deducting the issuance expenses, all the funds raised will be used for the “intelligent manufacturing project of seasoning with an annual output of 600000 tons”.
4. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the fifth meeting of the Fourth Board of directors of the company, and the issue price is 15.59 yuan / share, Not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date ÷ total trading volume of shares 20 trading days before the pricing benchmark date). If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital within the above 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 adjustment.
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus shares and capital reserve converted into share capital from the pricing base date to the issuance date, the reserve price and issuance price of this issuance will be adjusted accordingly.
5. The number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before the offering, in line with the relevant provisions of the CSRC’s “questions and answers on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies”, and the final number of shares shall be subject to the issuance approved by the CSRC. If the company’s shares have ex right and ex interest matters such as cash dividend, share distribution and conversion of capital reserve into share capital 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.
6. The shares of this non-public offering shall not be transferred within 36 months from the date of issuance.
If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares acquired from the non-public offering shares of the listed company obtained by the object of this issuance shall also comply with the above share locking arrangements due to the distribution of stock dividends, capital reserve conversion and other forms by the listed company. After the expiration of the sales restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
7. The company has clearly defined the company’s profit distribution policy in the articles of association in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2013] No. 43) and the notice on further implementing matters related to cash dividends of listed companies (Zheng Jian Fa [2012] No. 37), And formulated the plan for shareholders’ dividend return in Qianhe Condiment And Food Co.Ltd(603027) the next three years (2022-2024). The company’s dividend policy and dividend situation are detailed in “section VI profit distribution policy and implementation of the company”. 8. The validity period of the resolution on non-public offering of shares is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
9. According to 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 issued by the general office of the State Council on December 25, 2013 and the guiding opinions on matters related to initial public offering, refinancing, major asset restructuring and dilution of immediate return, the company’s initial public offering Where a listed company dilutes the immediate return through refinancing or merger and reorganization, it shall promise and fulfill the specific measures to fill the return. The company has analyzed whether to dilute the immediate return of this offering. For details, see “Section VII diluted immediate return of this non-public offering and filling measures” of this plan.
The company specially reminds investors that when evaluating the company’s non-public offering plan, special consideration should be given to the impact of this offering on the dilution of immediate return. The company’s measures to make up the return and the changes in the company’s financial status, profitability and cash flow after the issuance in this plan are not equal to ensuring the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, the company will not be liable for compensation.
10. This non-public offering of shares does not constitute a major asset restructuring, will not lead to changes in the company’s controlling shareholders and actual controllers, nor will it lead to the company’s equity distribution not meeting the listing conditions.
11. After the completion of this non-public offering, the accumulated undistributed profits of the company shall be jointly enjoyed by the new and old shareholders of the company according to the proportion of their respective shares of the company after the completion of this offering.
12. Mr. Wu Chaoqun, the controlling shareholder and actual controller of the company, currently holds more than 30% of the total share capital of the company. The company’s non-public offering of shares to Mr. Wu Chaoqun will trigger the obligation of tender offer.
Given that this non-public offering will be conducive to the sustainable development of the company, and Mr. Wu Chaoqun promises not to transfer the new shares issued to him within 36 months from the date of the end of the offering, the board of directors of the company will request the general meeting of shareholders to approve Mr. Wu Chaoqun from issuing a takeover offer.
13. There is still great uncertainty about whether the non-public offering plan can finally be approved by the CSRC, which reminds investors to pay attention to relevant risks.
catalogue
The company declares that- 2 – special tips- 3 –
Catalog- 6 –
Interpretation- 8 –
Section 1 Summary of the non-public offering plan- 9 –
1、 Basic information of the issuer- 9 –
2、 Background and purpose of this non-public offering- 10 –
3、 The relationship between the issuing object and the company- 11 –
4、 The price and pricing principle of the issued shares, the number of issued shares, and the sales restriction period- 12 –
5、 This non-public offering constitutes a connected transaction- 14 –
6、 Does this issuance lead to changes in the company’s control- 14 – VII. The situation that the issuance plan has been approved by relevant competent authorities and the process that needs to be submitted for approval
Preface- 14 – Section II basic information of issuing objects- 16 –
1、 Basic information- 16 –
2、 Core enterprises and main businesses controlled by the issuing object- 16 –
3、 Penalties for litigation and other cases of the issuing object in the last five years- 16 – IV. horizontal competition and related party transactions between the issuing object and the company after the completion of this issuance- 16 –
5、 Major transactions in the 24 months before the disclosure of the issuance plan- 17 –
6、 The capital source of this subscription- 17 – Section III summary of conditional share subscription agreement- 18 –
1、 Agreement subject, signing time- 18 –
2、 Subscription price and subscription quantity- 18 –
3、 Subscription method and payment time- 19 –
4、 Restricted period- 19 –
5、 Establishment and effectiveness of the agreement- 19 –
6、 Liability for breach of contract- 20 –
Section IV feasibility analysis of the board of directors on the use of the raised funds- 21 –
1、 The use plan of the raised funds- 21 –
2、 The necessity and feasibility of the use of the raised funds- 21 –
3、 Overview of the project invested by the raised funds- 23 –
4、 The impact of this issuance on the operation, management and financial status of the company- 24 – Section V discussion and analysis of the board of directors on the impact of this issuance on the company- 26 – I. business and assets of the company, articles of association, shareholder structure, senior management structure
Changes in business structure- 26 – II. Changes in the financial status, profitability and cash flow of the listed company after the issuance- 26 – III. business relationship, management relationship and related party transactions between the listed company and the controlling shareholders and their related parties
And changes in horizontal competition- 27 –
4、 After the issuance, the company’s capital occupation and guarantee- 27 –
5、 The impact of this issuance on the company’s liabilities- 28 –
6、 Risk description related to this issuance- 28 – Section VI profit distribution policy and implementation of the company- 30 –
1、 The company’s current dividend distribution policy- 30 –
2、 Profit distribution and use of undistributed profits in the last three years- 33 –
3、 The company’s shareholder dividend return plan for the next three years- 35 – Section 7 diluted immediate return of this non-public offering and filling measures- 40 – I. The impact of the diluted immediate return of the non-public offering on the company’s main financial indicators- 40 –
2、 Risk tips for diluting the immediate return of this non-public offering- 43 –
3、 The necessity and rationality of this non-public offering of shares- 43 –
4、 The relationship between the investment project of the raised funds and the existing business of the company- 43 –
5、 The company’s reserves in personnel, technology, market, etc. engaged in fund-raising projects- 44 –
6、 Measures taken by the company to dilute the immediate return of this non-public offering- 45 – VII. The directors and senior managers of the company shall take the following measures on the diluted immediate return of the non-public offering of shares:
Commitment to remedial measures- 46 – VIII. Measures taken by the controlling shareholder and actual controller of the company on the diluted immediate return of the non-public offering of shares
Commitment to fill measures- 47 –
interpretation
In this plan, unless the context otherwise requires, the following abbreviations and terms have the following meanings: the company, the company
Joint stock company, issuance refers to Qianhe Condiment And Food Co.Ltd(603027)
Person, Qianhe Condiment And Food Co.Ltd(603027)
This plan refers to the plan for non-public offering of A-Shares in Qianhe Condiment And Food Co.Ltd(603027) 2022
Sichuan Hengtai refers to Sichuan Hengtai Enterprise Investment Co., Ltd., the predecessor of the company
Hengtai industry refers to Sichuan Hengtai food additive industry Co., Ltd., the predecessor of Sichuan Hengtai
Articles of association means the Qianhe Condiment And Food Co.Ltd(603027) articles of association
Shareholders and general meeting of shareholders refer to Qianhe Condiment And Food Co.Ltd(603027) shareholders and general meeting of shareholders
Directors and board of directors refer to Qianhe Condiment And Food Co.Ltd(603027) directors and board of directors
Supervisors and the board of supervisors refer to Qianhe Condiment And Food Co.Ltd(603027) supervisors and the board of supervisors
A share refers to RMB common shares listed in China
This offering refers to the non-public offering of A-Shares by the company
China Securities Regulatory Commission and China Securities Regulatory Commission
Supervisory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
RMB / 10000 yuan / 100 million yuan refers to RMB / 10000 yuan / 100 million yuan
Ka supermarket refers to a large supermarket with a business area of more than 3000 square meters, large passenger flow and good business conditions
