Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-016 Qianhe Condiment And Food Co.Ltd(603027)
Announcement on non-public offering of A-Shares involving related party transactions
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. Important content tips:
The issuing object of this non-public offering is Mr. Wu Chaoqun. Mr. Wu Chaoqun is the controlling shareholder and actual controller of the company, and holds the position of chairman and President of the company. According to the stock listing rules of Shanghai Stock Exchange and other regulations, Mr. Wu Chaoqun is the related party of the company, and the company’s non-public offering of shares to Mr. Wu Chaoqun constitutes a connected transaction.
The non-public offering of A-Shares is subject to the deliberation and approval of the company’s general meeting of shareholders and the approval of China Securities Regulatory Commission. Whether the non-public offering of A-Shares can obtain relevant approval or approval, and the time of obtaining relevant approval or approval is uncertain.
1、 Overview of related party transactions
(I) Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as “the company”) the total amount of funds to be raised in this non-public offering 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 to be issued is the total amount of funds raised divided by the issue price of this non-public offering, The calculation formula is: the number of shares in this non-public offering = the total amount of funds raised / the issuance price per share (the calculated figure is rounded, i.e. the digits after the decimal point are ignored). 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 number shall be subject to the issuance approved by the CSRC.
The issuing object of this non-public offering is Mr. Wu Chaoqun, the controlling shareholder and actual controller of the company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the company’s non-public offering of A-Shares to its joint directors avoided voting during the deliberation of relevant proposals, and the relevant proposals were passed by the vote of non related directors. The independent directors of the company have reviewed the above matters related to related party transactions in advance and expressed their explicit consent. On the same day, the fifth meeting of the Fourth Board of supervisors held by the company considered and approved the above matters.
(III) the company signed the conditional effective share subscription agreement with Mr. Wu Chaoqun on February 23, 2022.
(IV) this transaction can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
Mr. Wu Chaoqun, male, Chinese nationality, without overseas permanent residency, born in May 1969, master of business administration. In January 1996, he and Wu Xueming jointly founded Hengtai industry and successively served as deputy general manager and general manager. He is currently the chairman and President of the company. He is a deputy to the second and third people’s congresses of Meishan City, a member of the Standing Committee of the third CPPCC of Meishan City, and a deputy to the 12th and 13th people’s congresses of Sichuan Province.
As of the date of this announcement, Mr. Wu Chaoqun has no other employment in the past five years except as chairman and President of the company.
Mr. Wu Chaoqun is the controlling shareholder and actual controller of the company, and holds the post of chairman and President of the company. In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, it is an affiliated natural person of the company.
3、 Subject matter of related party transactions
The subject matter of this transaction is the non-public issuance of domestic listed RMB ordinary shares (A shares) of the company, with a par value of RMB 1.00 per share.
4、 Pricing policy and basis of related party transactions
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. The issue price is 15.59 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s 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 base date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The adjustment methods are as follows: 1. Dividend distribution: 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.
5、 Main contents of related party transaction 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.
6、 Purpose of related party transactions and its impact on the company
After deducting the issuance expenses, the funds raised by the company’s non-public offering are intended to be used for the “intelligent manufacturing project of seasoning with an annual output of 600000 tons”. The investment project of the raised funds focuses on the company’s main business, conforms to the company’s overall strategic development direction and relevant national industrial policies in the future, and plays a positive role in the company’s future development strategy. The construction of raised investment projects is conducive to expanding the production capacity of the company’s main products, expanding the company’s business scale, enhancing the company’s market influence in major regions, consolidating and improving the company’s industry position, enhancing the market influence, and laying a solid foundation for the company’s sustainable development.
After the completion of this non-public offering of a shares, the controlling shareholder and actual controller of the company have not changed, and the structure of senior managers will not change; This non-public offering of A-Shares is an important measure to optimize the company’s capital structure, prevent financial risks and improve the company’s performance, and does not involve asset acquisition; There is no case that the company’s funds and assets are occupied by the controlling shareholders, actual controllers and their affiliates, and there is no case that the company provides guarantees for the controlling shareholders, actual controllers and their affiliates.
7、 Historical related party transactions
As of this related party transaction, the company has not conducted any transaction with the controlling shareholder in the past 12 months, and the company has not conducted any transaction related to this transaction category with other related parties in the past 12 months.
8、 Prior approval opinions and independent opinions of independent directors
(I) prior approval opinions of independent directors
The issuing object of this issuance is Mr. Wu Chaoqun, the controlling shareholder of the company. Therefore, Mr. Wu Chaoqun’s subscription for this non-public offering constitutes a connected transaction. The related party transactions related to the company’s issuance of shares this time comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws and regulations and the articles of association. The pricing mechanism is fair and reasonable, and the related party transactions will perform the necessary internal decision-making procedures, There is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
All independent directors agree to the relevant proposal of the company’s non-public offering of A-Shares and agree to submit the above proposal to the board of directors and the general meeting of shareholders for deliberation.
(II) independent opinions of independent directors
The contents and signing procedures of the conditional effective share subscription contract signed by the company with the controlling shareholder and actual controller Mr. Wu Chaoqun comply with the provisions of relevant laws, regulations, rules and other normative documents, and are in the interests of the company and all shareholders.
The issuing object of this offering is Mr. Wu Chaoqun, who is the controlling shareholder and actual controller of the company. Therefore, Mr. Wu Chaoqun’s subscription for this non-public offering constitutes a connected transaction. The related party transactions related to the company’s issuance of shares this time comply with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance of listed companies and other laws and regulations and the articles of association. The pricing mechanism is fair and reasonable, and the related party transactions will perform the necessary internal decision-making procedures, There is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
All independent directors agreed to the proposal of the company’s non-public offering of A-Shares involving related party transactions, and agreed to submit it to the general meeting of shareholders for deliberation.
9、 Documents for future reference
1. Resolutions of the 5th meeting of the 4th board of directors of the company;
2. Resolutions of the 5th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the fifth meeting of the Fourth Board of directors of the company; 4. Independent opinions of independent directors on matters related to the fifth meeting of the Fourth Board of directors of the company;
5. 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
