Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022022
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Announcement on the resolution of the fourth extraordinary meeting of the Fifth Board of directors in 2022
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.
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as "the company") the fourth interim meeting of the Fifth Board of directors in 2022 was held at 16:30 p.m. on March 4, 2022 in the conference room (I) on the first floor of the company's new factory office building by combining on-site and communication voting. The Securities Department of the company has notified all directors by email, wechat and telephone on February 25, 2022, and issued a supplementary notice on March 2, 2022. The directors attending the meeting jointly elected Ms. Zhou Xiaoli as the director to preside over the meeting. There were 6 directors who should attend the meeting, and 6 directors actually attended the meeting (independent directors Mr. Liu Zhanglin, Ms. Du Shouying and Mr. Yuan Xiong attended the meeting by means of communication). Three supervisors of the company attended the meeting as nonvoting delegates. The number of voting participants and the convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. The meeting considered and adopted the following proposals:
1、 Proposal on by election of the chairman of the 5th board of directors of the company
After discussion by all directors, it is agreed to elect Ms. Zhou Xiaoli as the chairman of the 5th board of directors of the company. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the term of office of the 5th board of directors of the company (see Annex for resume).
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. 2022024 published.
Voting status of the proposal: 6 in favor, 0 against, 0 abstention, passed
Yes.
2、 Proposal on the appointment of the general manager of the company
According to the work needs, the board of directors decided to appoint Ms. Zhou Xiaoli as the general manager of the company
(see attachment for resume). The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the Fifth Board of directors of the company.
Voting status of the proposal: 6 in favor, 0 against, 0 abstention, passed
Yes.
3、 Proposal on by election of members of the strategic development committee of the Fifth Board of directors
In accordance with the relevant provisions of the standards for the governance of listed companies, the articles of association and the working rules of the special committee of the board of directors of the company, and in combination with the actual situation of the company, it is agreed to elect Ms. Zhou Xiaoli as a member of the strategic development committee of the Fifth Board of directors of the company and as the chairman of the Committee.
Voting status of the proposal: 6 in favor, 0 against, 0 abstention, passed
Yes.
4、 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 status of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
5、 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 Directors believes that the company meets all the conditions for non-public offering of shares stipulated in current laws, regulations and normative documents.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
6、 Proposal on the company's non-public offering plan in 2022
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(IV) issued quantity
The total amount of funds raised in this non-public offering shall not exceed 270 million yuan (including this
The number of shares issued shall not exceed 56962025 (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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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), which has been deducted before the resolution of the fourth interim meeting of the Fifth Board of directors in 2022
From six months to this offering, the newly invested and proposed financial investment is 1377908 million yuan. After deducting the issuance expenses, all the raised funds will be used to supplement working capital and repay bank loans.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(IX) listing place
The shares of this non-public offering will be listed and traded on the Shanghai Stock Exchange.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
(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.
The voting result of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
7、 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.)
Ticket plan.
Voting status of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
8、 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 a report on the use of the funds raised in the previous time for this non-public offering of shares, nor does it need to hire an accounting firm to issue an assurance report on the use of the funds raised in the previous time.
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 status of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
9、 Proposal on the feasibility analysis report on the use of funds raised by the company's non-public offering of shares in 2022
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 website of the company at Shanghai stock exchange for details of this proposal
(www.sse.com.cn.) 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 status of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
10、 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 status of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
11、 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 (GBF [2013] No. 110) The requirements of laws, regulations, rules and other normative documents such as the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) 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 status of the proposal: 5 in favor, 0 against, 0 abstention, passed
Yes. Ms. Zhou Xiaoli, a related director, avoided voting.
12、 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 sgy industrial investment for the shares of this non-public offering will trigger its tender offer obligation. 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, SGD industrial investment can be exempted from
