Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022023
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Announcement of the resolution of the fourth extraordinary meeting of the Fifth Board of supervisors in 2022
The board of supervisors and all supervisors 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.
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as "the company") the fifth supervisory committee
The fourth interim meeting of the board of directors in 2022 was held in the new of the company at 17:30 on March 4, 2022
The meeting was held in the conference room (I) on the first floor of the factory office building. The notice of the meeting was issued in February 2022
All supervisors were informed in writing on March 25, and a supplementary notice was issued on March 2, 2022
Notice. The meeting was convened and presided over by Ms. Xiao man, chairman of the board of supervisors of the company. There were 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting. The Secretary of the board of directors of the company attended the meeting as a nonvoting delegate. The meeting was held in accordance with the relevant provisions of laws, regulations, rules and the articles of association, and the meeting was legal and effective. The meeting considered and adopted the following proposals:
1、 Proposal on investment and establishment of holding subsidiaries and related party transactions
See the details of this proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Company Announcement No. 2022025 published.
Voting: 3 in favor, 0 against and 0 abstention, passed by vote.
2、 Proposal on the company meeting the conditions for non-public offering of shares
In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance by listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies, and in comparison with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, after checking and demonstrating the actual situation and relevant matters of the company one by one, The board of supervisors believes that the company meets all the conditions for non-public offering of shares stipulated in current laws, regulations and normative documents.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
3、 Proposal on the company's non-public offering plan in 2022
In accordance with the relevant provisions of the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations, the company has formulated a plan for non-public offering of shares in 2022 (hereinafter referred to as "this offering"). The board of supervisors of the company voted and passed the proposal on the company's non-public development of shares in 2022 one by one.
(I) type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(II) issuing method and time
This offering is made in the form of non-public offering to specific objects. After obtaining the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the company will choose the opportunity to issue within the specified period of validity, and all the issuing objects will subscribe for the shares of this non-public offering in cash.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(III) issuing price and pricing method
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the fourth interim meeting of the Fifth Board of directors in 2022. The offering price of this non-public offering is 4.74 yuan / share, which is no less than 80% of the average trading price of the company's shares 20 trading days before the pricing base date of this non-public offering (average trading price of shares 20 trading days before the pricing base date = total trading volume of shares 20 trading days before the pricing base date / total trading volume of shares 20 trading days before the pricing base date).
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance price will be adjusted accordingly.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(IV) issued quantity
The total amount of funds raised in this non-public offering shall not exceed 270 million yuan (including this number), and the number of shares issued shall not exceed 56962025 shares (including this number). The number of issues shall not exceed 30% of the total share capital of the company before this issue, and the final number of issues shall be subject to the number approved by the CSRC.
In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, if the amount of funds raised or the number of shares issued in this issuance is reduced due to changes in regulatory policies or the requirements of issuance approval documents, the number of shares issued in this issuance will be adjusted accordingly.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(V) issuing object and its relationship with the company
The object of this non-public offering is Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. (hereinafter referred to as "Xinyuan Industrial Investment"). Xinyuan Industrial investment is an enterprise controlled by Zhang Qinghua, the actual controller of the listed company. This issuance constitutes a related party transaction.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(VI) arrangement of restricted sales period
The issuing object Xinyuan Industrial Investment promises that the shares subscribed for this non-public offering shall not be transferred within 36 months from the date of completion of the offering. If there are other provisions or requirements of the CSRC or Shanghai Stock Exchange, such provisions or requirements shall prevail. The shares derived from the shares obtained by the issuing object based on the shares obtained in this exchange due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above stock locking arrangements.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(VII) total amount and purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 270 million yuan (including this amount), after deducting 1377908 million yuan of financial investment newly invested and proposed to be invested from six months before the resolution of the fourth interim meeting of the Fifth Board of directors in 2022 to this offering. After deducting the issuance expenses, all the raised funds will be used to supplement working capital and repay bank loans.
Voting results: 0 votes, 3 abstentions.
(VIII) arrangement of accumulated undistributed profits
After the completion of this non-public offering, the new and old shareholders of the company will jointly share the undistributed profits accumulated before this offering according to the shareholding ratio.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(IX) listing place
The shares of this non-public offering will be listed and traded on the Shanghai Stock Exchange.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(x) validity of the resolution
The validity of the resolution on this non-public offering is 12 months from the date when the proposal on this non-public offering is deliberated and adopted by the general meeting of shareholders of the company.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
4、 Proposal on the company's non-public offering plan in 2022
In accordance with the provisions of the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 25 - pre plan and issuance report of non-public offering of shares by listed companies and other laws, regulations and normative documents, The company has prepared the stock plan for non-public development in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) Non public development bank stock plan for Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 disclosed on the same day.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
5、 Proposal that the company does not need to prepare the report on the use of the previously raised funds
The company has not raised funds through allotment of shares, additional issuance and convertible corporate bonds in the last five fiscal years. It has been five fiscal years since the company received the funds raised last time.
In view of the above, the company does not need to prepare the previous offering for this non-public offering
The report on the use of funds does not need to hire an accounting firm to issue an assurance report on the use of the previously raised funds.
See the details of this proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Company Announcement No. 2022026 published.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
6、 On the feasibility of using the funds raised by the company's non-public offering of shares in 2022
Proposal of analysis report
In accordance with the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the feasibility analysis report on the use of funds raised by non-public offering of shares in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022.
See the details of this proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Feasibility analysis report on the use of funds raised by non-public development banks in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 disclosed on the same day.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
7、 Proposal on signing a conditional effective share subscription agreement and related party transactions with subscribers
See the details of this proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Company Announcement No. 2022027 published.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
8、 Proposal on diluting immediate return and filling measures of non-public offering of shares and commitments of relevant subjects
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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) and matters related to the dilution of immediate return on initial issuance, refinancing and major asset restructuring
In order to protect the interests of small and medium-sized investors, the company carefully analyzed the impact of the diluted immediate return on the company's main financial indicators, put forward specific measures to fill the return, and the relevant subjects issued commitments.
See the details of this proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Company Announcement No. 2022028 published.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
9、 Proposal on requesting the general meeting of shareholders to approve Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. to be exempted from increasing its shares by offer
The issuance object of this non-public offering is Xinyuan Industrial Investment controlled by Zhang Qinghua. Prior to this offering, Zhang Qinghua owned 39.69% of the shares of the company directly and indirectly. According to paragraph 2 of Article 47 of the measures for the administration of the acquisition of listed companies, the subscription of shares in this non-public offering by Xinyuan Industrial investment will trigger its obligation of tender offer. According to the commitment in the share subscription agreement for Hunan Fangsheng Pharmaceutical Co.Ltd(603998) non-public offering shares with effective conditions signed by the company and Xinyuan Industrial investment, the non-public offering shares of the company promised to be subscribed by Xinyuan Industrial investment shall not be transferred within 36 months from the date of the end of the offering, and shall be approved by the non affiliated shareholders of the general meeting of shareholders of the company, Sgy industrial investment's acquisition of new shares issued by the company 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. According to the above provisions and the issuance plan, sgy industrial investment can be exempted from increasing the company's shares by tender offer, and the board of supervisors agreed to submit it to the general meeting of shareholders for deliberation.
See the details of the proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Company Announcement No. 2022029 published.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
10、 Discussion on shareholder return planning of the company in the next three years (20222024)
case
According to the notice on further implementing matters related to cash dividends of listed companies
The guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the articles of association and other relevant provisions, in combination with the actual situation of the company, formulated the Hunan Fangsheng Pharmaceutical Co.Ltd(603998) plan for shareholder returns in the next three years (20222024).
See the details of the proposal on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the date of disclosure of this announcement Company Announcement No. 2022030 published.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
11、 On the establishment of a special account for the funds raised by non-public offering of shares in 2022
Motion
In accordance with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, as well as the relevant provisions of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) raised funds management system, the board of directors of the company decided to establish a special account for the raised funds from this non-public offering of shares, The company shall enter into a supervision agreement on the storage of the special account for raised funds with the sponsor and the relevant commercial banks that deposit the raised funds after the funds are received.
Voting: 3 in favor, 0 against, 0 abstention, and passed by vote.
12、 About Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 restricted stock incentive plan
