Securities code: 601606 securities abbreviation: Anhui Greatwall Military Industry Co.Ltd(601606) Announcement No.: 2021-066 Anhui Greatwall Military Industry Co.Ltd(601606)
Announcement on the resolution of the 5th meeting of the 4th board of directors
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.
The Fourth Board of directors of Anhui Greatwall Military Industry Co.Ltd(601606) (hereinafter referred to as “the company”) sent the notice of the fifth meeting of the Fourth Board of directors to all directors in writing or by telephone on December 26, 2021. The fifth meeting of the Fourth Board of directors was held in the company’s conference room on the morning of December 31, 2021 by combining on-site and communication voting. Mr. Wang Benhe, chairman of the board, presided over the meeting. 8 directors should be present at the meeting, 8 directors actually present, and the company’s supervisors and senior managers should attend the meeting as nonvoting delegates. The convening and convening of the meeting shall comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Anhui Greatwall Military Industry Co.Ltd(601606) articles of Association (hereinafter referred to as the “articles of association”). The directors attending the meeting deliberated and passed the following proposals:
1、 The proposal on the company’s compliance with the conditions for non-public development of A-Shares was deliberated and adopted
Whereas the company plans to adjust the estimated total investment amount of the investment project “special payables for repayment of state allocated funds” of the original raised funds in this non-public offering, the proposed investment amount of raised funds and the total amount of raised funds in this non-public offering (including issuance expenses), In accordance with the relevant provisions of the company law, the securities law of the people’s Republic of China (hereinafter referred to as 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, the stock listing rules of Shanghai Stock Exchange and other laws, regulations and normative documents, The company has conducted a self-examination on the actual operation and related matters item by item, and believes that the company still meets the conditions for non-public offering of shares.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
The independent directors expressed their prior approval opinions and agreed independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on the company’s non-public development of A-Shares in 2021 (after adjustment) was deliberated and adopted
The company plans to adjust the estimated total investment amount of the investment project “special payables for repaying state allocated funds” of the original raised funds in this non-public offering, the proposed investment amount of raised funds and the total amount of raised funds in this non-public offering (including issuance expenses), 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, the detailed rules for the implementation of non-public offering of shares by listed companies, and the stock listing rules of Shanghai Stock Exchange, the adjusted plan for this issuance is as follows:
(i) Type and par value of issued shares
The shares issued this time are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（2） Issuing method and time
This offering is made in the form of non-public offering to specific objects, and is issued at an appropriate time within the validity period of the approval document of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（3） Issuing object and subscription method
The issuing objects of this non-public offering of shares are no more than 35 (including 35) specific investors, including Anhui Military Industry Group Holding Co., Ltd. (hereinafter referred to as “Anhui military industry group”), and other issuing objects except Anhui military industry group include securities investment fund management companies, securities companies, trust companies, finance companies, etc. specified by the CSRC Insurance institutional investors, other domestic legal person investors, natural persons or other institutional investors, etc. If a securities investment fund management company or a securities company subscribes for more than two products under its management, it shall be regarded as one issuance object; As the issuing object, trust companies can only subscribe with their own funds. Anhui military industry group, the controlling shareholder of the company, promises to participate in the subscription of this issuance in cash, with a total subscription capital of no more than 55 million yuan.
After the non-public offering of shares is approved by the CSRC, the board of directors will, within the scope of authorization of the general meeting of shareholders and in accordance with relevant laws, administrative regulations, departmental rules or normative documents, in accordance with the relevant provisions of the CSRC, According to the inquiry results, the board of directors or its authorized person shall negotiate with the sponsor (lead underwriter) according to the authorization of the general meeting of shareholders.
The issuing objects of this offering subscribe for this non-public offering in cash.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（4） Pricing base date, issue price and pricing principle
1. Pricing base date
The pricing benchmark date of this non-public offering is the first day of the issuance period of this non-public offering. 2. Issue price and pricing principle
The issuing price of this offering shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of the company’s shares 20 trading days before the pricing benchmark date = total trading volume of the company’s shares 20 trading days before the pricing benchmark date ÷ total trading volume of the company’s shares 20 trading days before the pricing benchmark date).
The non-public offering will be issued by inquiry, and the final issue price will be determined by the board of directors or its authorized person through negotiation with the sponsor (lead underwriter) according to the inquiry results in accordance with the relevant provisions of the CSRC after the issuance has been approved by the CSRC.
In case of ex dividend events such as cash dividend and dividend distribution or ex dividend events such as share distribution, share allotment and conversion of capital reserve into share capital between the pricing benchmark date of this issuance and the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Allotment: P1 = (P0 + a) × K)/(1+K)
The above two or three items shall be carried out at the same time: P1 = (p0-d + a) × K)/(1+N+K)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, a is the allotment price and K is the allotment rate.
Anhui military industry group does not participate in the inquiry process of this offering, but promises to accept the bidding results of other issuers and subscribe at the same price as other issuers. If the issue price cannot be generated through inquiry, Anhui military industry group promises to participate in the subscription at the base price of the issue, that is, 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（5） Total amount of raised funds and issued quantity
It is estimated that the total amount of funds raised (including issuance expenses) from this non-public offering of shares will not exceed 693.49 million yuan (including this amount), of which Anhui military industry group promises to participate in the subscription of this offering in cash, and the total amount of subscription funds will not exceed 55 million yuan.
The number of shares in this non-public offering will be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 15.00% of the total share capital of the company before this offering, and shall be subject to the approval of the CSRC on this offering. As of September 30, 2021, the total share capital of the company is 724228400 shares. Based on this calculation, the number of shares in this non-public offering does not exceed 108634260 shares (including this number).
The final issuance quantity of this issuance will be determined by the board of directors or its authorized person through consultation with the sponsor (lead underwriter) according to the authorization of the company’s general meeting of shareholders, relevant provisions of the CSRC and actual subscription after the issuance is approved by the CSRC.
If the company’s shares implement ex dividend matters such as cash dividend and dividend distribution or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date of this issuance, the issuance quantity of this issuance will be adjusted accordingly.
If the issuing object or total number of shares of this non-public offering is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the issuing object or subscription amount of this non-public offering will be changed or reduced accordingly at that time
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（6） Arrangement of sales restriction period
After the completion of this issuance, the shares of this issuance subscribed by Anhui military industry group shall not be transferred within 18 months from the date of completion of the issuance, and the shares of this issuance subscribed by other issuing objects shall not be transferred within 6 months from the date of completion of the issuance. The shares derived from the company’s non-public offering shares obtained by the issuing object due to the company’s share distribution, share allotment, conversion of capital reserve into share capital and other circumstances shall also comply with the above share locking arrangements. After the end of the restricted sale period, the transfer and transaction of the issued shares subscribed by the issuing object shall be handled in accordance with the laws and regulations in force at that time and the rules of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”).
If the CSRC or the Shanghai Stock Exchange has new system rules or requirements for the above-mentioned restricted period arrangement, the above-mentioned restricted period arrangement will be revised and implemented in accordance with the new system rules or requirements of the CSRC or the Shanghai Stock Exchange.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（7） Listing location
The shares of this non-public offering will be listed and traded on the main board of Shanghai Stock Exchange.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（8） Accumulated undistributed profit arrangement
The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders after the offering according to the proportion of shares after the offering.
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
（9） Validity of this issuance resolution
The validity of this issuance resolution is 12 months from the date when the general meeting of shareholders deliberates and adopts this issuance plan. This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
See the company’s website of Shanghai Stock Exchange (www.sse. Com.. CN.) for details The Anhui Greatwall Military Industry Co.Ltd(601606) 2021 plan for non-public development of A-Shares (Revised) (Announcement No.: 2021-068). The independent directors expressed their prior approval opinions and agreed independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on the company’s plan for non-public development of A-Shares in 2021 (Revised Draft) was deliberated and adopted
Whereas the company plans to adjust the estimated total investment amount of the investment project “special payables for repayment of state allocated funds” of the original raised funds in this non-public offering, the proposed investment amount of raised funds and the total amount of raised funds in this non-public offering (including issuance expenses), 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, the detailed rules for the implementation of non-public offering of shares by listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 25 – plan for non-public offering of shares by listed companies and report on issuance, The company has prepared the plan for non-public development of A-Shares in Anhui Greatwall Military Industry Co.Ltd(601606) 2021 (Revised Draft). For details, see the company’s website of Shanghai Stock Exchange (www.sse. Com.. CN.) The Anhui Greatwall Military Industry Co.Ltd(601606) 2021 plan for non-public development of A-Shares (Revised) (Announcement No.: 2021-068).
This proposal involves related party transactions, and related directors Wang Benhe, Jiang Zongming, He Yong, Zhang Sheng and Zhang Zhaozhong avoid voting.
Voting results: 3 in favor, 0 against and 0 abstention.
The independent directors expressed their prior approval opinions and agreed independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on the feasibility analysis report (Revised Draft) of the company’s non-public development bank stock raised capital investment project was deliberated and adopted
Whereas the company plans to adjust the estimated total investment amount of the investment project “special payables for repayment of state allocated funds” of the original raised funds in this non-public offering, the proposed investment amount of raised funds and the total amount of raised funds in this non-public offering (including issuance expenses), In accordance with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law of the people’s Republic of China, 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, the company has prepared the feasibility analysis report on Anhui Greatwall Military Industry Co.Ltd(601606) non-public offering of shares to raise funds for investment projects (Revised Version), See the company’s website of Shanghai Stock Exchange (www.sse. Com.. CN.) for details Anhui Anhui Greatwall Military Industry Co.Ltd(601606) Co., Ltd
