Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-010 Qianhe Condiment And Food Co.Ltd(603027)
Announcement on the resolution of the fifth meeting of the Fourth Board of directors
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.
1、 Meetings of the board of directors
The notice of the fifth meeting of the Fourth Board of directors of Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as “the company”) has been notified to all directors in writing, e-mail and telephone on February 22, 2022. The meeting was held in the conference room of the company by means of communication and on-site voting on February 23, 2022. 8 directors should attend the meeting and 8 actually attended. The meeting was held in accordance with the provisions of the company law, the articles of association and other relevant laws and regulations, and the meeting was legal and effective. The meeting was presided over by Chairman Mr. Wu Chaoqun, and the company’s supervisors and senior managers attended the meeting as nonvoting delegates.
2、 Deliberations of the board meeting
Through careful deliberation and open ballot, the meeting adopted the following resolutions:
1. Deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of A-share shares
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance by listed companies (hereinafter referred to as the “administrative measures”) The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies (hereinafter referred to as the “detailed rules”), the Q & A on issuance supervision – regulatory requirements on guiding and regulating the financing behavior of listed companies (Revised Version), and in comparison with the qualifications and relevant conditions of non-public offering of shares by listed companies, The board of directors of the company has carefully conducted self-examination and demonstration on the actual operation and related matters, and hereby confirmed that the company complies with the provisions of current laws and regulations and normative documents on non-public offering of shares by listed companies, and has various conditions and qualifications for non-public offering of shares to specific objects. Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The independent directors of the company have approved this matter in advance and expressed their agreed independent opinions.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
2. The proposal on the company’s non-public offering of A-Shares in 2022 was reviewed and passed one by one. According to the relevant provisions of the company law, the securities law, the administrative measures, the implementation rules and other laws and regulations, the company has formulated a non-public offering of A-Shares in 2022 (hereinafter referred to as “this offering”). The board of directors of the company passed the proposal on non-public development of A-Shares one by one.
2.01 type and par value of shares issued
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.02 issuing method and time
This non-public offering is all in the form of non-public offering to specific objects. The company will choose an appropriate time to implement the offering within the validity period of the approval document of the CSRC on this offering.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.03 issuing object and subscription method
The object of this non-public offering is Mr. Wu Chaoqun, who will subscribe for the non-public offering in cash.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.04 pricing base date, issue price and pricing principle
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, P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend paid per share, and N is the number of bonus shares or converted into share capital per share.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.05 number of issues
The number of shares in this non-public offering is the total amount of raised funds 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 raised funds / the issue price per share (the calculated figure is rounded, that is, the digits after the decimal point are 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.
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. Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The shares subscribed by the issuing object of this non-public offering shall not be transferred within 36 months from the date of completion of this non-public offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange. If the aforesaid sales restriction period is inconsistent with the latest regulatory opinions or requirements of the securities regulatory authority, it will be adjusted accordingly according to the regulatory opinions or requirements of the relevant securities regulatory authority.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.07 amount and investment direction of raised funds
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). The net amount of funds raised after deducting the issuance expenses is intended to be used for the “intelligent manufacturing project of seasoning with an annual output of 600000 tons”.
Before the meeting of the board of directors, 295.0522 million yuan has been invested in the “intelligent manufacturing project of seasoning with an annual output of 600000 tons”. The raised funds to be invested in this issuance do not include the funds invested in this project before the meeting of the board of directors.
If the actual raised funds after deducting the issuance expenses are less than the planned investment amount of the raised funds of the above projects, the insufficient part of the raised funds shall be raised by the company itself. Before the funds raised in this offering are in place, the company will invest in advance with self raised funds according to the actual progress of the investment projects with raised funds, and replace them after the raised funds are in place.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.08 undistributed profit arrangement
After the completion of this non-public offering of shares, the accumulated undistributed profits before this offering will be shared by the new and old shareholders of the company according to the proportion of shares after issuance.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
The shares of this non-public offering will be listed on the Shanghai Stock Exchange.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
2.10 validity period of the resolution on the non-public offering of shares
The validity period of this issuance resolution is 12 months from the date when the proposal related to this non-public offering of shares is deliberated and approved by the general meeting of shareholders of the company.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
3. The proposal on the company’s plan for non-public development of A-Shares in 2022 was deliberated and adopted
In accordance with the provisions of laws, regulations and normative documents such as the administrative measures, the implementation rules, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – stock non-public offering plan and issuance report of listed companies, the company has prepared the plan for non-public offering of A-Shares in Qianhe Condiment And Food Co.Ltd(603027) 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The plan for Qianhe Condiment And Food Co.Ltd(603027) 2022 non-public Development Bank A shares disclosed on the same day.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
4. The proposal on the special report on the use of the previously raised funds was deliberated and adopted
In accordance with the provisions of relevant laws, regulations and normative documents such as the administrative measures, the implementation rules and the provisions on the report on the use of the previously raised funds, and in combination with the specific circumstances, the company has prepared the special report on the use of the previously raised funds.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Qianhe Condiment And Food Co.Ltd(603027) special report on the use of the previously raised funds disclosed on the same day.
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
5. The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2022 was reviewed and approved
According to the company law, the securities law, the administrative measures, the implementation rules and other relevant laws, regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in Qianhe Condiment And Food Co.Ltd(603027) 2022.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
6. The proposal on the signing of a conditional share subscription agreement for non-public development of A-share shares between the company and the controlling shareholder Mr. Wu Chaoqun was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The announcement of Qianhe Condiment And Food Co.Ltd(603027) on signing the conditional effective share subscription agreement of non-public Development Bank A shares with the controlling shareholder disclosed on the same day.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
7. The proposal on the filling measures for diluted immediate return of A-share shares of non-public development banks and the commitments of relevant subjects was deliberated and adopted
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 (GBF [2013] No. 110) The requirements of laws, regulations, rules and other normative documents such as the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) in order to protect the interests of small and medium-sized investors, The company carefully analyzed the impact of the diluted immediate return on the company’s main financial indicators, put forward specific measures to fill the return, and the relevant subjects issued commitments.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
8. The proposal on related party transactions involving non-public Development Bank A shares was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The Qianhe Condiment And Food Co.Ltd(603027) announcement on related party transactions involving A-Shares of non-public development banks disclosed on the same day.
Affiliated director Wu Chaoqun avoided voting.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
9. The proposal on shareholders’ dividend return planning for the next three years (2022-2024) was deliberated and adopted. According to the notice on further implementing matters related to cash dividends of listed companies, the regulatory guidelines for listed companies No. 3 – cash dividends of listed companies, the articles of association and other relevant provisions, combined with the actual situation of the company, Formulated the shareholder return plan for Qianhe Condiment And Food Co.Ltd(603027) the next three years (2022-2024).
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Announcement of Qianhe Condiment And Food Co.Ltd(603027) on shareholder return planning for the next three years (2022-2024) disclosed on the same day. Voting results: 8 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation and voting.
10. The proposal on requesting the general meeting of shareholders to approve the exemption of controlling shareholders from issuing offers was deliberated and adopted. The issuing object of this non-public offering of shares is Mr. Wu Chaoqun, the controlling shareholder of the company. Prior to this offering, Mr. Wu Chaoqun held 37.09% of the shares of the company. According to paragraph 2 of Article 47 of the measures for the administration of the acquisition of listed companies, Mr. Wu Chaoqun’s subscription for the shares of this non-public offering will trigger his obligation of tender offer.
According to the commitment in the share subscription agreement between Qianhe Condiment And Food Co.Ltd(603027) and Wu Chaoqun on the conditional effectiveness of Qianhe Condiment And Food Co.Ltd(603027) non-public development of A-Shares signed by the company and Mr. Wu Chaoqun, the A shares of the company that Mr. Wu Chaoqun promised to subscribe for this non-public offering of A-Shares shall not be transferred within 36 months from the end of this offering, and shall be approved by the non affiliated shareholders of the company’s general meeting, Mr. Wu Chaoqun obtained the shares issued by the company in this non-public offering
