Securities code: 603027 securities abbreviation: Qianhe Condiment And Food Co.Ltd(603027) Announcement No.: pro 2022-023 Qianhe Condiment And Food Co.Ltd(603027)
Suggestive announcement on changes in shareholders’ equity
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:
1. This equity change is due to the non-public issuance of A-Shares by the company to the controlling shareholder and actual controller Mr. Wu Chaoqun. Assuming that the number of shares issued this time is calculated according to the upper limit of 51314945 shares, after the completion of this non-public offering, the proportion of shares of the company held by Wu Chaoqun, the controlling shareholder and actual controller, is expected to increase from 37.09% to 40.89%, which will trigger the tender offer. Wu Chaoqun has promised not to transfer the new shares issued to him within 36 months from the date of issuance. If Wu Chaoqun is exempted from issuing a takeover offer by the general meeting of shareholders of the company, it will comply with the circumstances that can be exempted from issuing an offer stipulated in the administrative measures for the acquisition of listed companies.
2. This equity change will not lead to changes in the controlling shareholders and actual controllers of the company.
3. This non-public offering still needs to be approved by the general meeting of shareholders of the company and the China Securities Regulatory Commission. There is uncertainty about whether it can pass. Please pay attention to the investment risks.
1、 Basic information of this equity change
Qianhe Condiment And Food Co.Ltd(603027) (hereinafter referred to as ” Qianhe Condiment And Food Co.Ltd(603027) ” or “the company”) held the fifth meeting of the Fourth Board of directors on February 23, 2022, which deliberated and approved the proposal related to the company’s non-public offering of A-Shares in 2022. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements of disclosure.
The company plans to issue A-shares to the controlling shareholder and actual controller Mr. Wu Chaoqun in a non-public manner, and the total amount of funds raised shall not be less than 500 million yuan (including this amount) and not more than 80 million yuan (including this amount).
Before this non-public offering, the total number of shares of the company was 798782158, and Wu Chaoqun held 296300736 shares of the company, which was the controlling shareholder and actual controller of the company.
Assuming that the actual number of shares issued in this non-public offering is 51314945 shares, Wu Chaoqun will subscribe for all the shares of this non-public offering. After this offering is completed, Wu Chaoqun will hold 40.89% of the shares of the company and remain the controlling shareholder and actual controller of the company. This non-public offering will not lead to changes in the company’s control. The changes of the company’s equity structure before and after the non-public offering are as follows:
Before and after this non-public offering
Name of shareholder
Number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
Wu Chaoqun 296300736 37.09% 347615681 40.89%
Other shareholders 502481422 62.91% 502481422 59.11%
Total 798782158 100.00% 850097103 100.00%
2、 Basic information of information disclosure obligor
Mr. Wu Qun, born in May 1969, has no right of permanent residence in China. 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.
3、 Follow up matters involved
After the completion of this non-public offering, the proportion of shares of the company held by Wu Chaoqun, the controlling shareholder and actual controller, is expected to increase from 37.09% to 40.89%, which will trigger the tender offer. Wu Chaoqun has promised not to transfer the new shares issued to him within 36 months from the date of issuance. If Wu Chaoqun is exempted from issuing a takeover offer by the general meeting of shareholders of the company, it will comply with the circumstances that can be exempted from issuing an offer stipulated in the administrative measures for the acquisition of listed companies.
This non-public offering still needs to be approved by the general meeting of shareholders of the company and the China Securities Regulatory Commission. There is uncertainty about whether it can pass. Please pay attention to the investment risks.
It is hereby announced.
Qianhe Condiment And Food Co.Ltd(603027) board of directors February 24, 2022
