Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-030 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Announcement of resolutions of the 7th Meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The seventh meeting of the Fourth Board of supervisors (hereinafter referred to as “the company”) was held in the conference room of the company on the afternoon of February 25, 2022. The notice of convening this meeting was sent to all supervisors in writing on February 22, 2022. This meeting was presided over by Mr. Su danglin, chairman of the board of supervisors. Three supervisors should be present at this meeting, and three actually. The Secretary of the board of directors attended the meeting. The meeting was held in accordance with the company law of the people’s Republic of China, the articles of association and relevant laws and regulations. The meeting was legal and effective.
After careful deliberation by the supervisors attending the meeting, they voted on the following proposals, forming the following resolutions of the board of supervisors: first, the proposal on adjusting the company’s 2021 non-public development of A-Shares was considered and adopted item by item.
The company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors on October 18, 2021, and the fourth extraordinary general meeting of shareholders in 2021 on November 3, 2021, which deliberated and approved the relevant proposals of the company’s non-public offering of A-Shares in 2021 (hereinafter referred to as “this offering”). In accordance with the provisions of relevant laws, regulations and normative documents and relevant regulatory requirements, and in combination with the actual situation of the company, the company plans to adjust the plan of this non-public offering of shares. The board of supervisors voted item by item to revise the issuance quantity, amount and purpose of raised funds of the company’s non-public issuance of A-Shares in 2021, and other contents in the original issuance plan remain unchanged. The details are as follows:
(I) issued quantity
Before adjustment:
“The number of shares in this non-public offering shall not exceed 149216612 shares (including this number), and shall not exceed 30% of the total share capital of the company before the offering, and shall be subject to the approval document of the CSRC on this offering, all of which shall be subscribed by Muyuan Industrial Group Co., Ltd. (hereinafter referred to as” muyuan group “) in cash.
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 upper limit of the number of shares issued will be adjusted accordingly. “
After adjustment:
“The number of shares in this non-public offering shall not be less than 124347178 shares (including this number) and not more than 149216612 shares (including this number), not more than 30% of the total share capital of the company before the offering, and shall be subject to the approval document of the CSRC on this offering, all of which shall be subscribed by muyuan group in cash.
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 upper limit of the number of shares issued will be adjusted accordingly. “
Voting results: 3 in favor, 0 against and 0 abstention
(II) amount and purpose of raised funds
Before adjustment:
“The total amount of funds raised in this non-public offering does not exceed 600 million yuan (including this amount), and the company will use all of them to supplement working capital after deducting the issuance expenses.”
After adjustment:
“The total amount of funds raised in this non-public offering is not less than 500 million yuan (including this amount) and not more than 600 million yuan (including this amount). The company plans to use all of them to supplement working capital after deducting the issuance expenses.” Voting results: 3 in favor, 0 against and 0 abstention
See http://www.cn.info.com.cn for details of Muyuan Foods Co.Ltd(002714) announcement on adjusting the company’s 2021 non-public Development Bank A-share scheme And securities times, China Securities News, Shanghai Securities News and Securities Daily.
2、 The proposal on was considered and adopted by 3 votes in favor, 0 against and 0 abstention. In order to promote this non-public offering of shares, according to the provisions of relevant laws, regulations and normative documents and relevant regulatory requirements, the company agrees to revise the relevant contents of the non-public offering plan according to the specific conditions of the adjustment of the non-public offering of a shares, and prepare the non-public offering of A-Shares in 2021 (Revised Draft).
See http://www.cn.info.com.cn for details of Muyuan Foods Co.Ltd(002714) 2021 non-public Development Bank A-share stock plan (Revised Version).
3、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks A shares in 2021 (Revised Version) was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
In order to promote this non-public offering of shares, in accordance with the provisions of relevant laws, regulations and normative documents and relevant regulatory requirements, it is agreed that the company will revise the relevant contents in the feasibility analysis report on the application of raised funds in combination with the specific conditions of the adjustment of the plan for this non-public offering of a shares, Prepare the feasibility analysis report on the use of funds raised from A-share non-public development banks in Muyuan Foods Co.Ltd(002714) 2021 (Revised Draft).
See http://www.cn.info.com.cn for details of the feasibility analysis report on the use of funds raised from non-public Development Bank A shares in 2021 (Revised Version).
4、 With 3 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on risk warning, return filling measures and commitments of relevant subjects (Revised Draft) for diluting the immediate return of A-share shares of non-public development banks was considered 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) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of China Securities Regulatory Commission and other relevant normative documents, In order to protect the right to know of small and medium-sized investors and safeguard the interests of small and medium-sized investors, it is agreed that the company will revise the diluted immediate return and compensation measures for the non-public offering of A-Shares in combination with the specific conditions of the adjustment of the non-public offering of a shares.
For details of Muyuan Foods Co.Ltd(002714) 2021 announcement on diluted immediate return of non-public development banks’ A-share shares and measures to fill the return (Revised Draft), see http://www.cn.info.com.cn And securities times, China Securities News, Shanghai Securities News and Securities Daily.
5、 With 3 affirmative votes, 0 negative votes and 0 abstention, the proposal on adjusting related party transactions involving non-public Development Bank A shares of the company was considered and adopted.
After deliberation, all supervisors agreed that: during the voting process of the board of directors of the company, the related directors have avoided voting according to law, and the voting process meets the requirements of relevant laws and regulations. The adjusted related party transactions still comply with the principles of openness, fairness and impartiality and the interests of all shareholders of the company. Therefore, the board of supervisors agrees that the company will revise the related party transactions involved in the non-public offering of A-Shares in combination with the specific conditions of the adjustment of the non-public offering of a shares.
See http://www.cninfo.com.cn for details of Muyuan Foods Co.Ltd(002714) announcement on adjusting related party transactions involving A-share of non-public development banks And securities times, China Securities News, Shanghai Securities News and Securities Daily.
6、 The proposal on the supplementary agreement between Muyuan Foods Co.Ltd(002714) and Muyuan Industrial Group Co., Ltd. on the conditional entry into force of Muyuan Foods Co.Ltd(002714) non-public development of A-share shares was considered and adopted by 3 votes in favor, 0 against and 0 abstention.
See http://www.cn.info.com.cn for details of Muyuan Foods Co.Ltd(002714) announcement on signing the supplementary agreement of the conditional effective share subscription agreement with specific objects And securities times, China Securities News, Shanghai Securities News and Securities Daily.
It is hereby announced.
Muyuan Foods Co.Ltd(002714)
Board of supervisors
February 26, 2022
