Securities code: Petpal Pet Nutrition Technology Co.Ltd(300673) securities abbreviation: Petpal Pet Nutrition Technology Co.Ltd(300673) Announcement No.: 2022013 bond Code: 123133 bond abbreviation: Patty convertible bond
Petpal Pet Nutrition Technology Co.Ltd(300673)
Announcement of resolutions of the 9th meeting of the 3rd board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Meetings held
This meeting is the ninth meeting (temporary meeting) of the third board of directors of Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as the company). The convening conditions are as follows:
1. Time and method of meeting notice: sent by communication or written report on March 1, 2022;
2. Time of the meeting: 9:00 a.m. on Monday, March 7, 2022;
3. Meeting mode: combination of on-site and communication;
4. Site meeting place: conference room on the fourth floor of the company, No. 2, chongle Road, Shuitou Town Industrial Park, Pingyang County, Zhejiang Province; 5. Convener of the meeting: Mr. Chen zhenbiao, chairman;
6. Moderator: Mr. Chen zhenbiao, chairman;
7. Voting method of the meeting: voting;
8. Attendance at the meeting: seven directors should attend the meeting, seven actually attended the meeting, and no director was absent from the meeting; Mr. Chen zhenbiao, chairman of the board, Ms. Zheng Xianglan, director and Mr. Tang Zhaobo attended the meeting on site; Mr. Chen Zhenlu, vice chairman, Ms. Tong Aiqin, Mr. Xie Zhilei and Mr. Liu Lijun, independent directors attended the meeting by means of communication; All supervisors attended the meeting as nonvoting delegates.
9. Description of legality and compliance of the meeting: the meeting was held in accordance with the provisions of the company law, the securities law, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, the articles of association, the rules of procedure of the board of directors and other laws, administrative regulations, departmental rules, normative documents and relevant management systems of the company.
2、 Deliberation at the meeting (I) the proposal on share repurchase of the company was deliberated and adopted item by item. The specific deliberation is as follows:
1. Purpose and purpose of share repurchase
Based on the confidence in the company's future development prospects and the high recognition of the company's value, in order to enhance the confidence of investors, safeguard the interests of investors, further establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of managers and core backbone personnel, and promote the healthy, stable and long-term development of the company, according to the actual situation of the company's share price, Taking full account of the company's current financial situation, operation and development strategy, the company plans to repurchase some shares for the implementation of employee stock ownership plan or equity incentive plan and the conversion of corporate bonds convertible into shares issued by the company in the future.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
2. The company's repurchase of shares meets the relevant conditions
The shares repurchased by the company this time comply with the relevant conditions specified in the rules for share repurchases of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - share repurchases:
(1) The company's shares have been listed for one year;
(2) The company has no major illegal acts in the last year;
(3) After repurchasing shares, the company has the ability of debt performance and sustainable operation;
(4) After the share repurchase, the equity distribution of the company meets the listing conditions;
(5) Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
3. Repurchase method
The company plans to buy back shares through centralized bidding.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
4. Repurchase price
The repurchase price does not exceed 26.00 yuan / share, and the upper limit of the repurchase price does not exceed 150% of the average trading price of the company's shares 30 trading days before the resolution of the board of directors (i.e. 26.47 yuan / share).
From the date of approval of the board meeting to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex right and ex interest matters, the company has the right to adjust the upper limit of the repurchase price accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex right and ex interest of the share price.
There were no affirmative votes and 7 abstentions.
5. Types of repurchased shares
The shares repurchased by the company this time are issued RMB ordinary shares (A shares).
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
6. Purpose of share repurchase
The total number of shares to be repurchased this time is 3.7 million shares to be used in the employee stock ownership plan or equity incentive plan, and the other part is used to convert the corporate bonds issued by the company that can be converted into shares.
If the company fails to use up the repurchased shares within 36 months after the completion date of the repurchase, the unused repurchased shares will be cancelled. If the CSRC or Shenzhen stock exchange makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
7. The number of repurchased shares, the proportion in the total share capital of the company and the total amount of funds to be used for repurchases
The total amount of capital to be used by the company for this share repurchase shall not be less than RMB 70 million and not more than RMB 100 million.
Based on the upper limit of repurchase price of RMB 26.00/share and the lower limit of total repurchase amount of RMB 70 million, the number of repurchases is expected to be 2.6923 million shares, accounting for 1.0624% of the current total share capital of the company; Based on the maximum repurchase amount of RMB 100 million, the number of repurchases is expected to be 3.8461 million shares, accounting for 1.5177% of the current total share capital of the company. The specific number of repurchases shall be subject to the actual number of shares repurchased at the end of the repurchase.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
8. Source of funds for share repurchase
The capital source of the company's share repurchase this time is its own capital.
Voting results: 7 in favor, 0 against and 0 abstention, which was adopted.
9. Implementation period of share repurchase
(1) The implementation period of the company's repurchase is no more than 6 months from the date when the board of directors deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire ahead of schedule and the implementation of the repurchase plan will be completed:
① During the repurchase period, if the total amount of repurchase funds reaches the maximum executable limit (the difference funds are not enough to repurchase one share), the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that date;
② If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
③ During the implementation of the repurchase plan, if the trading of the company's shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange.
(2) The company shall not repurchase its shares during the following periods:
① If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company's annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
② Ten trading days before the announcement of the company's quarterly report, performance forecast or performance express;
③ From the date of occurrence of major events that may have a significant impact on the trading price of the company's shares or during the decision-making process to the date of disclosure according to law;
④ Other circumstances prescribed by the CSRC.
(3) The company shall not entrust to buy back shares at the following trading hours:
① Opening call auction;
② Within half an hour before the closing;
③ There is no limit on the rise and fall of stock prices.
The price of shares repurchased by the company shall not be the price limited by the trading increase of the company's shares on the same day.
There were no affirmative votes and 7 abstentions.
10. Relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant arrangements to prevent infringement on the interests of creditors
The total number of shares to be repurchased this time is 3.7 million shares to be used in the employee stock ownership plan or equity incentive plan, and the other part is used to convert the corporate bonds issued by the company that can be converted into shares.
If the company fails to use the repurchased shares within 36 months after the completion date of the repurchase in accordance with the above plan, the unused repurchased shares will be cancelled, and the company will timely perform the relevant decision-making procedures and notify all creditors in accordance with the company law and other relevant provisions, and timely perform the obligation of information disclosure to fully protect the legitimate rights and interests of creditors. If the CSRC or Shenzhen stock exchange makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
There were no affirmative votes and 7 abstentions.
11. Authorization matters
In order to successfully implement the share repurchase, the board of directors agreed to authorize the management of the company to be responsible for the specific matters related to the share repurchase within the scope of laws and regulations and in the principle of safeguarding the interests of the company and shareholders to the greatest extent. The authorization includes but is not limited to the following matters:
(1) Formulate and implement the repurchase plan, choose the opportunity to repurchase the company's shares within the repurchase implementation period, including but not limited to the implementation time, price and quantity, and make corresponding adjustments in accordance with the provisions of relevant laws and regulations.
(2) In addition to the matters that need to be re voted by the board of directors in accordance with the provisions of relevant laws, regulations, departmental rules and normative documents, it is decided to continue to implement, adjust and implement the repurchase plan and handle other matters related to share repurchase according to the comprehensive decisions such as market conditions, share price performance and the actual situation of the company.
(3) Establish a special securities account for repurchase and related matters.
(4) Handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase.
(5) Handle other matters not listed above but necessary for this share repurchase.
The authorization period starts from the date when the company's board of directors deliberates and approves the share repurchase plan to the date when the company completes the share repurchase.
There were no affirmative votes and 7 abstentions.
The deliberation and voting of this proposal meet the conditions for the adoption of the resolution of the board meeting attended by more than two-thirds of the directors and need not be submitted to the general meeting of shareholders for deliberation.
The independent directors expressed their independent opinions with explicit consent.
For details, see the company's announcement on cninfo.com on the same day of this announcement（ http://www.cn.info.com.cn./ ）Announcement on share repurchase plan of the company (Announcement No.: 2022015). (II) review the proposal on by election of independent directors of the third board of directors item by item. The specific review conditions are as follows:
The resignation of Ms. Tong Aiqin, Mr. Xie Zhilei and Mr. Liu Lijun, independent directors of the third board of directors of the company, who have served as independent directors in the company for six years, will result in the number of independent directors being less than one-third of the number of members of the board of directors. With the review and approval of the nomination committee of the board of directors, the meeting agreed to nominate Mr. Jin Xiaobin, Mr. Li Lu Ms. Yu feitao is an independent director candidate of the third board of directors of the company. Her term of office starts from the date of adoption of the general meeting of shareholders to the date of expiration of the third board of directors. The voting details are as follows:
Nominate Mr. Jin Xiaobin as the independent director of the third board of directors of the company:
There were no affirmative votes and 7 abstentions.
Nominate Mr. Li Lu as the independent director of the third board of directors of the company:
There were no affirmative votes and 7 abstentions.
Nominate Ms. Yu feitao as an independent director of the third board of directors of the company:
There were no affirmative votes and 7 abstentions.
The independent directors expressed their independent opinions with explicit consent.
The proposal still needs to be submitted to the general meeting of shareholders for election by cumulative voting.
The details of this motion and the resume of the candidates are shown in the company's website on the same day of this announcement（ http://www.cn.info.com.cn./ ）Announcement on nominating independent director candidates (Announcement No.: 2022016) and other relevant documents disclosed. (III) deliberated and passed the proposal on using the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance
The meeting agreed that the company will use the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance, with a total of 482034 million yuan. The independent directors expressed their independent opinions with explicit consent. The sponsor Anxin Securities Co., Ltd. issued a no objection verification opinion.
Voting results: 7 in favor, 0 against and 0 abstention. The proposal was passed.
The replacement of the raised funds of the company is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. For details of this motion, please refer to the company's website on the same day of this announcement（ http://www.cn.info.com.cn./ ）The announcement on using the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance (Announcement No.: 2022020). (IV) the proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, articles of association, rules of procedure for general meeting of shareholders and so on, the company will hold the second extraordinary general meeting of shareholders in 2022 at 15:00 p.m. on Thursday, March 24, 2022. The general meeting of shareholders is held by combining on-site voting and online voting. The equity registration date is Thursday, March 17, 2022.
