Securities code: Tonghua Grape Wine Co.Ltd(600365) securities abbreviation: Tonghua Grape Wine Co.Ltd(600365) Announcement No.: pro 2022007 Tonghua Grape Wine Co.Ltd(600365)
Announcement on terminating the non-public offering of A-Shares in 2021 and withdrawing the application documents
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement
And bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
Tonghua Grape Wine Co.Ltd(600365) (hereinafter referred to as “the company”) held the 7th Meeting of the 8th board of directors on March 10, 2022, deliberated and approved the proposal on the company’s termination of the non-public offering of A-Shares and withdrawal of the application documents, agreed to terminate the non-public offering of shares, and applied to the CSRC for withdrawal of the application materials for the non-public offering of shares.
1、 Overview of this non-public offering
1. On March 18, 2021, the non-public offering plan was reviewed and adopted at the 31st meeting of the seventh board of directors of the company, and the independent directors expressed their consent; On September 10, 2021, the company held the third meeting of the eighth board of directors, deliberated and adopted the proposal on convening the third extraordinary general meeting of shareholders in 2021; On September 27, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the plan for non-public offering of A-Shares and relevant proposals.
2. On October 27, 2021, the company submitted Tonghua Grape Wine Co.Ltd(600365) application report on non-public development of A-share shares (Tongpu shares [2021] No. 5) and relevant application materials to the CSRC, and obtained the receipt certificate of administrative license application of the CSRC No. 212922 from the CSRC on October 28, 2021, On November 2, 2021, it obtained the Acceptance Notice No. 212922 of China Securities Regulatory Commission.
3. On November 12, 2021, the company obtained the notice of feedback on the examination of administrative licensing projects issued by the CSRC (No. 212922).
4. The company held the sixth meeting of the eighth board of directors on December 10, 2021, deliberated and adopted the proposal on the company’s 2021 non-public development plan for A-Shares (Revised Draft), and disclosed the reply to the feedback on the same day.
5. On January 26, 2022, the company received the notice of suspension of examination of administrative license application of CSRC (No. 212922) issued by CSRC and the notice of resumption of examination of administrative license application of CSRC (No. 212922) issued by CSRC on February 22, 2022.
2、 Main reasons for terminating the non-public offering of A-Shares and withdrawing the application documents
Since the company first disclosed the plan for non-public offering of shares, the board of directors, management and intermediaries of the company have actively promoted relevant work. During this period, many changes have taken place in the market environment. In order to safeguard the interests of the company and the majority of shareholders, the company decided to terminate the non-public offering of A-Shares after comprehensively considering the current market environment and the company’s development plan and other factors, and fully communicating and carefully demonstrating with intermediaries.
3、 The impact of terminating the non-public offering of A-Shares and withdrawing the application documents on the company
The business operation of the company is normal. The termination of this non-public offering of A-Shares and the withdrawal of the application documents are based on the current actual situation of the company, which will not have a significant impact on the normal operation and sustainable and stable development of the company, and will not damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
4、 Decision making procedures related to the termination of this non-public offering
1. Deliberations of the board of directors
The company held the 7th Meeting of the 8th board of directors on March 10, 2022, deliberated and passed the proposal on the company terminating the non-public offering of A-Shares and withdrawing the application documents, and agreed to terminate the non-public offering of A-Shares and withdraw the application documents. The company’s termination of the non-public offering of A-Shares and withdrawal of the application documents are related matters authorized by the third extraordinary general meeting of shareholders in 2021 to be handled by the board of directors with full power, and do not need to be submitted to the general meeting of shareholders for deliberation.
The above matters have been approved by the independent directors in advance. The independent directors have expressed their opinions on this, and believe that terminating the non-public offering of A-Shares and withdrawing the application documents will not have a significant impact on the normal operation and sustainable and stable development of the company, and will not harm the interests of the company and its shareholders, especially the minority shareholders.
2. Deliberation of the board of supervisors
The company held the 5th meeting of the 8th board of supervisors on March 10, 2022, deliberated and passed the proposal on the company’s termination of the non-public offering of A-Shares and withdrawal of application documents, and agreed to terminate the non-public offering of A-Shares and withdraw the application documents.
It is hereby announced.
Tonghua Grape Wine Co.Ltd(600365) board of directors
March 12, 2022
