Securities code: 002775 securities abbreviation: Shenzhen Wenke Landscape Co.Ltd(002775)
Bond Code: 128127 bond abbreviation: Liberal Arts convertible bond Announcement No.: 2021-067 Shenzhen Wenke Landscape Co.Ltd(002775)
Announcement on resolutions of the 15th 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.
1、 Convening of board meeting
The 15th meeting of the 4th board of directors of Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as "the company") was held in the company's conference room on December 22, 2021 by means of on-site and communication voting. 9 directors should attend the meeting, 9 directors actually attended the meeting, and the meeting was presided over by Chairman Li Congwen. The meeting was held in accordance with the company law of the people's Republic of China And relevant laws, regulations and the Shenzhen Wenke Landscape Co.Ltd(002775) articles of association.
2、 Deliberations of the board meeting
(i) The proposal on the company's compliance with the conditions for non-public development of A-Shares was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public development of shares by listed companies, the Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies and other relevant laws, regulations and normative documents, The board of directors conducted an item by item self-examination on the actual situation of the company and considered that the company met the provisions and requirements of relevant laws, regulations and normative documents on the non-public issuance of A-Shares by listed companies and met the conditions for non-public issuance of a shares.
The independent directors of the company have expressed their independent opinions. For details, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 9 in favor, 0 against and 0 abstention.
（2） The proposal on the company's non-public development of A-Shares was deliberated and adopted
In order to meet the business development needs of the company, the company plans to issue A-Shares to specific objects in a non-public manner in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, and the detailed rules for the implementation of non-public issuance of shares by listed companies In accordance with the relevant provisions of laws, administrative regulations, departmental rules and normative documents such as Q & A on issuance supervision - regulatory requirements on guiding and standardizing the financing behavior of listed companies, the company has formulated the Shenzhen Wenke Landscape Co.Ltd(002775) non public development of a shares. The specific scheme and voting are as follows:
1. Type and par value of the shares issued this time
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Issuing method and time
This non-public offering is all in the form of non-public offering to specific objects, and will be issued at an appropriate time within the validity period of the approval document of the CSRC on this non-public offering.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The issuing object of this non-public offering is Foshan Construction Development Investment Co., Ltd., and the issuing object subscribes for the shares of this non-public offering in cash.
Voting results: 9 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The issue price is 2.92 yuan / share.
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 15th meeting of the Fourth Board of directors of the company. The issue price shall not be less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of the company's shares in the 20 trading days before the pricing benchmark date = total trading amount of the company's shares in the 20 trading days before the pricing benchmark date / total trading amount of the company's shares in the 20 trading days before the pricing benchmark date).
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the period from the pricing base date to the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment method is as follows:
Cash dividend distribution: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and P1 is the issue price after adjustment.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares in this non-public offering does not exceed 100000000 shares (including this number), and does not exceed 30% of the total share capital before this offering. Within the above scope, the final number of shares issued in this non-public offering will be determined according to the number of shares issued specified in the approval document of the CSRC after the company obtains the approval document of the CSRC on this non-public offering.
If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance quantity of this non-public offering will be adjusted accordingly.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Purpose of raised funds
The total amount of funds raised from the non-public offering of shares is expected to be no more than 292 million yuan. The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Sales restriction period
The shares of this non-public offering shall not be transferred within 36 months from the date of listing.
During the above-mentioned share restriction period, the shares derived from the shares subscribed by the issuing object due to the company's share distribution, conversion of capital reserve into share capital and other matters shall also comply with the above-mentioned share restriction arrangement.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Place of listing
The shares of this non-public offering will be listed and traded in Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
9. Arrangement of accumulated undistributed profits before the completion of this non-public offering
The accumulated undistributed profits before the non-public offering shall be shared by the new and old shareholders after the non-public offering according to the shareholding ratio after the offering.
Voting results: 9 in favor, 0 against and 0 abstention.
10. Validity of the resolution on the non-public offering of shares
The validity period of the resolution of the general meeting of shareholders of the non-public offering shall be 12 months from the date of the adoption of the non-public offering by the general meeting of shareholders. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions. For details, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
（3） The company's
<非公开发行A股股票预案>
Proposal for
In order to meet the business development needs of the company, the company plans to issue non-public shares to specific objects. In accordance with the requirements of relevant laws, regulations and normative documents such as the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - non-public development plan and issuance report of listed companies, the company has prepared the Shenzhen Wenke Landscape Co.Ltd(002775) non-public development plan for A-Shares for the company's non-public offering, For details, please refer to cninfo.com, the designated information disclosure website of the company on the same day（ http://www.cn.info.com..cn. ）The Shenzhen Wenke Landscape Co.Ltd(002775) non public development bank A-share stock plan disclosed.
The independent directors of the company have expressed their independent opinions. For details, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 9 in favor, 0 against and 0 abstention.
（4） The company's
<非公开发行 A 股股票募集资金使用可行性分析报告>
Proposal for
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance by listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant national laws and regulations on the use of raised funds by listed companies, In order to ensure the rational, safe and efficient use of the funds raised by the non-public offering of a shares, the company has prepared a feasibility analysis report on the use of the raised funds. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）The feasibility analysis report on the use of Shenzhen Wenke Landscape Co.Ltd(002775) non-public Development Bank A-share raised funds disclosed.
The independent directors of the company have expressed their independent opinions. For details, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 9 in favor, 0 against and 0 abstention.
（5） The company's
<前次募集资金使用情况专项报告>
In accordance with the relevant provisions of the provisions on the report on the use of the previously raised funds (zjfz [2007] No. 500) of the China Securities Regulatory Commission, the company has prepared the special report on the use of the Shenzhen Wenke Landscape Co.Ltd(002775) previously raised funds. For details, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Special report on the use of Shenzhen Wenke Landscape Co.Ltd(002775) previously raised funds disclosed.
The independent directors of the company have expressed their independent opinions. For details, see cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 9 in favor, 0 against and 0 abstention.
（6） Deliberated and adopted the regulations on the entry into force of conditional agreements between the company and specific objects
<股份认购协议>
Proposal for
According to the company's plan for non-public development of a shares, the object of this non-public offering is a specific investor, namely Foshan Construction Development Investment Co., Ltd. According to the provisions of laws and regulations, the company and Foshan construction, development and Investment Co., Ltd. signed a conditional share subscription agreement.
The independent directors of the company expressed independent opinions. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 9 in favor, 0 against and 0 abstention.
（7） The proposal on the company's non-public development of A-Shares involving related party transactions was deliberated and adopted
According to article 10.1.1 of the Listing Rules of Shenzhen Stock Exchange 6. The provisions of article 10.1.1 of these Rules shall apply after the agreement or arrangement takes effect or within the next 12 months due to the signing of an agreement or arrangement with a listed company or its affiliates Clause 3 or Clause 10.1 Under any of the circumstances specified in Article 5, it shall be deemed to be an affiliate of the listed company.
According to the company's plan for non-public development of a shares, after the implementation of the company's control change plan including this offering, Foshan Construction Development Investment Co., Ltd., the issuing object of this non-public offering, has become the controlling shareholder of the company and belongs to the company's related parties. This offering constitutes a related party transaction. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）The announcement on the company's non-public development of A-share shares involving related party transactions. The pricing principle of related party transactions complies with the requirements of relevant laws and regulations. The pricing of related party transactions is fair and does not harm the interests of the company and other shareholders.
The independent directors of the company expressed independent opinions. For details, please refer to cninfo.com, the company's designated information disclosure website（ http://www.cn.info.com..cn. ）Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation and voting.
Voting results: 9 in favor, 0 against and 0 abstention.
（8） The proposal on diluting the immediate return and filling measures of the company's non-public Development Bank A-Shares and the commitments of relevant subjects was deliberated and adopted
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), 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 guidance on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring
