Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-020 Qianhe Condiment And Food Co.Ltd(603027)
Proposal to the general meeting of shareholders for approval of controlling shareholders
Notice of exemption from offer
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. Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as “the company”) held the fifth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors on February 23, 2022, deliberated and adopted the proposal on submitting the general meeting of shareholders to approve the exemption of the company’s controlling shareholders from issuing offers, with the specific contents as follows:
The object of this non-public offering 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 conditional effective share subscription agreement signed by the company and Mr. Wu Chaoqun and the commitments made by Mr. Wu Chaoqun in the relevant share subscription contract, the A-share shares of the company that Mr. Wu Chaoqun promised to subscribe for this non-public offering shall not be transferred within 36 months from the date of the end of this offering. After being approved by the non affiliated shareholders of the general meeting of shareholders of the company, Mr. Wu Chaoqun’s acquisition of the company’s issuance of new shares in this non-public offering of shares complies with the exemption from making an offer stipulated in Article 63 of the measures for the administration of the acquisition of listed companies. If the CSRC and Shanghai Stock Exchange have different arrangements or changes in the relevant policies of exemption from tender offer, the latest policy arrangements or changes of the CSRC and Shanghai Stock Exchange shall be followed.
Therefore, the board of directors of the company submitted to the general meeting of shareholders for deliberation and approval, and Mr. Wu Chaoqun, the controlling shareholder of the company, was exempted from making an offer. The transaction involves related party transactions, and the related directors have avoided voting. This proposal needs to be deliberated and approved by the general meeting of shareholders.
It is hereby announced.
Qianhe Condiment And Food Co.Ltd(603027) board of directors February 24, 2022
