Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-029 preferred stock code: 140006 preferred stock abbreviation: muyuanyou 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Announcement on the resolutions of the 6th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) held the sixth meeting of the Fourth Board of directors by means of communication voting on the morning of February 25, 2022. The notice of convening this meeting and relevant meeting materials have been sent to all directors, supervisors and senior managers in writing and e-mail on February 22, 2022. There are 7 directors who should attend the meeting and 7 directors who actually attended the meeting. Members of the board of supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people’s Republic of China and other laws and regulations and the articles of association. The meeting was legal and effective.
The meeting was presided over by Mr. Qin Yinglin, chairman of the company. After careful deliberation by the directors attending the meeting, the following proposals were voted on, and the resolutions of the board of directors are as follows:
1、 The meeting deliberated and approved the proposal on adjusting the company’s 2021 non-public Development Bank A-share scheme item by item, and the related directors Qin Yinglin, Qian Ying and Cao Zhinian avoided voting.
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 Directors voted one by one to amend the number of shares issued and the amount and purpose of funds raised in the company’s non-public offering of A-Shares in 2021. Other contents in the original offering 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: 4 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: 4 in favor, 0 against and 0 abstention
The independent directors expressed their independent opinions. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
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、 With 4 votes in favor, 0 against and 0 abstention, the proposal on the plan for non-public development of A-Shares in 2021 (Revised Version) was considered and adopted, and the related directors Qin Yinglin, Qian Ying and Cao Zhinian avoided voting.
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).
The independent directors expressed their independent opinions. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
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、 With 4 affirmative votes, 0 negative votes and 0 abstention, the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021 (Revised Draft) was considered and adopted, and the related directors Qin Yinglin, Qian Ying and Cao Zhinian avoided voting.
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).
The independent directors expressed their independent opinions. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
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 4 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on risk warning, return filling measures and commitments of relevant subjects (Revised Draft) of diluting the immediate return of A-share shares of non-public development banks was considered and adopted, and the related directors Qin Yinglin, Qian Ying and Cao Zhinian avoided voting.
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.
The independent directors expressed their independent opinions. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
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 4 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on adjusting the related party transactions of the company’s non-public Development Bank A shares was considered and adopted, and the related directors Qin Yinglin, Qian Ying and Cao Zhinian avoided voting.
Muyuan Industrial Group Co., Ltd., the subscription object of this non-public offering of a shares, is the controlling shareholder of the company and an enterprise controlled by Mr. Qin Yinglin and Ms. Qian Ying, the actual controllers of the company. This non-public offering constitutes a connected transaction. 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, the company agrees to revise the related party transactions involved in this non-public offering of A-Shares in combination with the specific circumstances of the adjustment of this non-public offering of a shares.
The independent directors expressed their independent opinions. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
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 4 votes in favor, 0 against and 0 abstention, and the related directors Qin Yinglin, Qian Ying and Cao Zhinian avoided voting.
The independent directors expressed their independent opinions. According to the authorization of the fourth extraordinary general meeting of shareholders in 2021 to the board of directors, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
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 directors
February 26, 2022
