Securities code: Shenzhen Weiguang Biological Products Co.Ltd(002880) securities abbreviation: Shenzhen Weiguang Biological Products Co.Ltd(002880) Announcement No.: 2022008
Shenzhen Weiguang Biological Products Co.Ltd(002880)
Announcement on the resolution of the second meeting of the third 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、 Meetings of the board of directors
Shenzhen Weiguang Biological Products Co.Ltd(002880) (hereinafter referred to as “the company”) the second meeting of the third board of directors was held on March 8, 2022 in the conference room on the 4th floor of the company’s office building, No. 3402 guangqiao Avenue, Guangming District, Shenzhen. There are 9 directors who should attend the meeting and 9 actually attended the meeting, including Li Ligang, Lin Haihui, Yang Xinfa, Wang Xinmin and Wang Yanmei. The meeting was held in accordance with the company law of the people’s Republic of China and other relevant laws and regulations and the provisions of Shenzhen Weiguang Biological Products Co.Ltd(002880) articles of association.
2、 Deliberations of the board meeting
The meeting was presided over by Mr. Zhang Zhan, chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. After deliberation by the attending directors, the following resolutions are formed:
1. The proposal on the company’s compliance with the conditions for non-public development of shares was deliberated and adopted
According to the relevant provisions of 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 other laws, regulations and normative documents, the board of directors of the company considers that the company complies with relevant laws and regulations after careful self-examination and demonstration of the actual situation and relevant matters of the company one by one Regulations and normative documents stipulate the conditions for non-public offering of shares.
The independent directors of the company expressed their independent opinions on the matter, and the specific contents were disclosed on cninfo.com on March 9, 2022（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on the company’s non-public offering of shares was deliberated and adopted one by one
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 detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the board of directors of the company formulates the plan for this non-public offering of shares (hereinafter referred to as “this non-public offering” or “this offering”), The board of Directors voted on the following matters one by one:
(1) 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: 9 in favor, 0 against and 0 abstention.
(2) Distribution mode
This offering adopts the method of non-public issuance of RMB common shares (A shares) to specific objects. The company will choose an appropriate time to implement the issuance within the validity period of the reply of the CSRC to approve the issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
(3) Pricing base date, issue price and pricing principle
The issue price is determined through bidding, and the pricing benchmark date is the first day of the issue period. The issuing price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. the issuing base price). The average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date.
The final issue price will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on the issue, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the issue, and in accordance with the principle of price priority.
During the period from the pricing benchmark date of this offering (including the date) to the Issuance Date (referring to the date on which the new shares under this offering are registered in the name of the stock account opened by each issuing object in China Securities Depository and Clearing Co., Ltd., the same below, including the date), if the company distributes cash dividends, bonus shares or capital reserves into share capital and other ex rights and ex interests, Then the issue reserve price of this issue will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
(4) Issuing object and subscription method
The issuing objects of this issuance are no more than 35 specific objects that meet the conditions specified by the CSRC, including securities investment fund management companies, securities companies, trust and investment companies, financial companies, insurance institutional investors, qualified overseas institutional investors and other legal persons, natural persons or other legal investment organizations that meet the provisions of laws and regulations. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust company is the issuing object, it can only subscribe with its own funds.
The final offering object will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on this offering, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of the offering, and in accordance with the principle of price priority.
All issuers subscribe for the shares issued by the company in cash at the same price.
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 34.34 million shares (including this number), and does not exceed 30% of the total share capital of 226.8 million shares before this non-public offering.
The calculation formula of the final issuance quantity of this issuance is: issuance quantity = total amount of funds raised in this issuance / issuance price of this issuance. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down.
During the period from the announcement date of the resolution of the first board of directors considering the issuance plan (including the date) to the Issuance Date (including the date), if the company changes the number of shares before the issuance due to ex rights and ex dividend matters such as bonus shares or capital reserve converted into share capital and other reasons, Then the upper limit of the issuance quantity of this issuance will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
The final issuance quantity will be determined by the board of directors and its authorized persons in accordance with the authorization of the general meeting of shareholders and after the company obtains the approval and reply of the CSRC on this issuance, within the above-mentioned upper limit of issuance quantity, through consultation with the sponsor (lead underwriter) in accordance with the provisions of relevant laws, regulations and normative documents and the bidding situation of issuance. If the CSRC and other regulatory authorities adjust the above-mentioned issuance quantity, the approved issuance quantity shall prevail.
Voting results: 9 in favor, 0 against and 0 abstention.
(6) Restricted period
After the completion of this issuance, the newly issued shares of the company subscribed by the issuing object shall not be transferred within six months from the issuance date.
From the Issuance Date (including the date) to the expiration date (including the date) of the restricted sale period of this issuance, the increased part of the newly issued shares obtained by the issuing object due to bonus shares or capital reserve converted into share capital of the company shall also comply with the above restricted sale arrangements.
After the expiration of the above-mentioned restriction period, the transfer and trading of such shares will be carried out in accordance with the laws and regulations in force at that time and the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
(7) Amount and purpose of raised funds
The total amount of funds raised in this issuance (including issuance expenses) shall not exceed RMB 1150 million (including this amount). The net amount of funds raised after deducting issuance expenses will be used for the following items:
Unit: 10000 yuan
No. project name total project investment proposed to use raised funds
1. Blood products intelligent factory construction project 91034637680000
2 Zhongshan plasma collection station project 869148430000
3. Supplementary working capital 33900003390000
Total 1336261111500000
After the funds raised from this non-public offering are in place, the company will invest the raised funds into the above projects according to the actual needs and priorities of the project; The total investment of the project is higher than the investment of the raised funds to be used this time, and the part will be raised by the company itself; If the actual raised capital after deducting the issuance expenses is lower than the actual total capital demand of the proposed investment project, the insufficient part shall be raised by the company itself. On the premise of not changing the project invested by raising funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project. Before the funds raised from this non-public offering of shares are in place, the company will make early investment by self raised funds in the form of bank loans and self owned funds according to the needs of the project, and replace the early investment funds in accordance with the requirements and procedures of relevant laws and regulations after the raised funds are in place.
Voting results: 9 in favor, 0 against and 0 abstention.
(8) Arrangements for the company’s accumulated undistributed profits before the issuance
The accumulated undistributed profits of the company before this issuance shall be shared by the new and old shareholders of the company according to their shareholding ratio after the completion of this issuance.
Voting results: 9 in favor, 0 against and 0 abstention.
(9) Listing location
The shares issued this time are planned to be listed and traded in Shenzhen Stock Exchange.
Voting results: 9 in favor, 0 against and 0 abstention.
(10) Validity of resolution
The resolution of this issuance shall be valid within 12 months from the date when the company’s general meeting of shareholders deliberates and adopts the issuance plan. The independent directors of the company expressed their independent opinions on the matter, and the specific contents were disclosed on cninfo.com on March 9, 2022（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on the company’s non-public stock development plan was deliberated and adopted
For details, please refer to cninfo.com, the designated information disclosure media（ http://www.cn.info.com.cn./ ）Disclosed Shenzhen Weiguang Biological Products Co.Ltd(002880) 2022 non-public development bank stock plan.
The independent directors of the company expressed their independent opinions on the matter, and the specific contents were disclosed on cninfo.com on March 9, 2022（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company was deliberated and adopted
For details, please refer to cninfo.com, the designated information disclosure media（ http://www.cn.info.com.cn./ ）The feasibility analysis report of Shenzhen Weiguang Biological Products Co.Ltd(002880) non-public Development Bank on the use of funds raised by shares disclosed.
The independent directors of the company expressed their independent opinions on the matter, and the specific contents were disclosed on cninfo.com on March 9, 2022（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on diluting the immediate return of shares of non-public development banks and taking filling measures and commitments of relevant subjects was deliberated and adopted
In order to protect the right to know of small and medium-sized investors of the company and safeguard the interests of small and medium-sized investors, according to the guiding opinions on matters related to the dilution of immediate return of initial public offering, refinancing and major asset restructuring (CSRC [2015] No. 31) and other relevant regulations, the company has carefully analyzed the impact of the dilution of immediate return of this non-public offering, And formulated specific measures to fill the return. In order to ensure that the measures to fill in the diluted immediate return of the company’s non-public offering can be effectively implemented, according to the relevant provisions of the CSRC, the directors and senior managers of the company have issued a commitment to fill in and make up the diluted immediate return of the non-public offering. For details, please refer to cninfo.com, the designated information disclosure media（ http://www.cn.info.com.cn./ ）Relevant announcements of disclosure.
The independent directors of the company expressed their independent opinions on the matter, and the specific contents were disclosed on cninfo.com on March 9, 2022（ http://www.cn.info.com.cn./ ）。
Voting results: 9 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on formulating the shareholder return plan for the next three years (20222024) was deliberated and passed. In order to further establish and improve the company’s scientific, sustainable and stable shareholder return mechanism, increase the transparency and operability of profit distribution policy decisions, and effectively protect the legitimate rights and interests of public investors, In accordance with the company law, 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 (revised in 2022) and other relevant laws, regulations and《
