Securities code: 000876 securities abbreviation: New Hope Liuhe Co.Ltd(000876) Announcement No.: 2022-004
Bond Code: 127015127049 bond abbreviation: hope to convert bond, hope to convert 2
Announcement on resolutions of the 27th meeting of the 8th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company”) notified all supervisors of the 27th meeting of the eighth board of supervisors by e-mail and telephone on January 5, 2022. The 27th meeting of the 8th board of supervisors was held by means of communication voting on January 5, 2022. At this meeting, there are 4 voting supervisors and 4 actual voting supervisors. The meeting was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, and the resolutions made were legal and effective. The meeting deliberated and adopted the following proposals: 1. The “proposal on the company’s compliance with the conditions for non-public offering of shares” was deliberated and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
Yang Fang, the related supervisor of the proposal, avoided voting.
In order to enrich the company’s capital strength, optimize the company’s asset structure and improve its anti risk ability, the company plans to issue non-public shares.
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 relevant laws, regulations and normative documents, the company has carefully examined the qualifications and conditions for applying for non-public offering of shares, Consider that the company meets all the qualifications and conditions for non-public offering of shares.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
2、 The “proposal on the company’s non-public offering plan” was deliberated and adopted
Yang Fang, the related supervisor of the proposal, avoided voting.
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 relevant laws, regulations and normative documents, the company has prepared a non-public offering of shares scheme, which involves the type, mode, object There are 11 terms in total, including issuance price, issuance quantity, sales restriction period and purpose of raised funds. This proposal needs to be voted one by one:
(i) Type and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 3 in favor, 0 against and 0 abstention.
（2） Method and time of issuance
This non-public offering of shares adopts the method of non-public offering of shares to specific objects, and an appropriate time shall be selected to issue shares to specific objects within the validity period approved by the CSRC. Voting results: 3 in favor, 0 against and 0 abstention.
（3） Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 49th meeting of the eighth board of directors of the company, and the issue price is 12.24 yuan / share, which is not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (i.e. 12.24 yuan / share).
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus share, capital reserve converted into share capital from the pricing base date to the issuance date, the above issuance reserve price and issuance price will be adjusted accordingly according to relevant regulations. The adjustment formula is as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Cash dividend: P1 = p0-d;
The above two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Where: P0 is the issue price before adjustment, n is the ratio of stock dividend or converted share capital, D is the cash dividend per share, and P1 is the issue price after adjustment.
Voting results: 3 in favor, 0 against and 0 abstention.
（4） Issuing object and subscription method
This offering is a non-public offering for specific objects, and the issuing object is Nanfang hope, the largest shareholder of the company. Nanfang hopes to be a specific object in line with the provisions of the CSRC.
If the national laws, regulations and normative documents have new provisions on the issuing object of non-public offering of shares, the company will adjust according to the new provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
（5） Number of issues
The number of shares in this non-public offering shall not exceed 367647058 (including this number), and the final number of shares issued shall be subject to the number of shares approved by the CSRC.
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus shares, conversion of capital reserve into share capital from the pricing base date to the issuance date, the upper limit of the number of shares issued will be adjusted accordingly.
If the total number of shares in this non-public offering is reduced due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the upper limit of the number of shares subscribed by each issuing object will be reduced by the same proportion at that time.
Voting results: 3 in favor, 0 against and 0 abstention.
（6） Restricted period
After the completion of this non-public offering, the shares that Nanfang hopes to subscribe for shall not be transferred within 18 months from the end of this non-public offering. After the end of the restricted sale period, it will be implemented in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations, rules, normative documents and the relevant provisions of the articles of association.
Voting results: 3 in favor, 0 against and 0 abstention.
（7） Amount and purpose of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed 4.5 billion yuan (including 4.5 billion yuan). After deducting the issuance expenses, all funds will be used to repay bank debts.
Voting results: 3 in favor, 0 against and 0 abstention.
（8） Deposit account of raised funds
The company has formulated relevant systems for the management of raised funds. The raised funds of this non-public offering must be deposited in the special account for raised funds designated by the board of directors of the company. The specific account opening matters will be determined by the board of directors of the company before the issuance, and the relevant information of the special account for raised funds will be disclosed in the issuance announcement.
Voting results: 3 in favor, 0 against and 0 abstention.
（9） Arrangements for accumulated profits before this non-public offering
The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders of the company according to the proportion of shares after the offering.
Voting results: 3 in favor, 0 against and 0 abstention.
（10） Listing location
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against and 0 abstention.
（11） Validity period of the resolution on this non-public offering of shares
The validity period of the company’s resolution on this non-public offering of shares is 12 months, calculated from the date when the issuance plan is deliberated and adopted by the general meeting of shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
The non-public offering plan must be submitted to the general meeting of shareholders of the company for deliberation and approved by the CSRC before implementation.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
3、 The “proposal on the company’s plan for non-public offering of shares” was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
Yang Fang, the related supervisor of the proposal, avoided voting.
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 relevant laws, regulations and normative documents, the company has prepared a plan for non-public offering of shares, including the summary of the plan for non-public offering of shares The basic information of the issuing object, the summary of the conditional share subscription agreement, etc. This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, see the stock plan of non-public development banks published on cninfo.com on January 6, 2022.
4、 The “proposal on the report on the use of the company’s previously raised funds” was deliberated and adopted. The voting results were: 4 in favor, 0 against and 0 abstention.
In accordance with the provisions on the report on the use of funds raised in the previous time issued by the China Securities Regulatory Commission, the board of directors of the company has prepared the report on the use of New Hope Liuhe Co.Ltd(000876) funds raised in the previous public offering.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, see the report on the use of New Hope Liuhe Co.Ltd(000876) previously raised funds published on cninfo.com on January 6, 2022.
5、 The “proposal on the feasibility analysis report on the use of funds raised by this non-public offering” was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
Yang Fang, the related supervisor of the proposal, avoided voting.
The total amount of funds raised from this non-public offering of shares shall not exceed 4.5 billion yuan (including 4.5 billion yuan). After deducting the issuance expenses, all funds will be used to repay bank debts.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
See the feasibility analysis report of New Hope Liuhe Co.Ltd(000876) non public development bank stock raised capital investment project published on cninfo.com on January 6, 2022 for details. 6、 The “proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to fully handle matters related to the non-public offering of shares” was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
Yang Fang, the related supervisor of the proposal, avoided voting.
According to the arrangement of the company’s non-public offering, in order to efficiently and orderly complete the company’s non-public offering, according to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations, normative documents and the relevant provisions of the articles of Association, The board of directors of the company plans to request the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors to handle matters related to the non-public offering of shares.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
7、 The “proposal on the risks, filling measures and commitments of the company’s non-public offering of shares to dilute the immediate return” was deliberated and adopted
Voting results: 4 in favor, 0 against and 0 abstention.
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 relevant requirements of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions of China Securities Regulatory Commission on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other regulations, The company analyzed the possible impact of this non-public offering on the common shareholders’ equity and immediate return, and put forward relevant measures to fill the return in combination with the actual situation. In order to protect the interests of small and medium-sized investors and ensure that the company’s measures to fill the immediate return can be effectively implemented, the company’s controlling shareholders and their persons acting in concert, actual controllers, directors and senior managers have made relevant commitments.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, see New Hope Liuhe Co.Ltd(000876) on the impact of non-public Development Bank‘s diluted immediate return on the company’s main financial indicators and the filling measures taken by the company, and New Hope Liuhe Co.Ltd(000876) on the commitment to take filling measures for non-public Development Bank‘s diluted immediate return published in China Securities Journal and cninfo.com on January 6, 2022.
8、 The “proposal on signing a conditional and effective share subscription agreement between the company and the subscription object” was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
Yang Fang, the related supervisor of the proposal, avoided voting.
The subscription object of the company’s non-public offering of shares is Nanfang Hope Industrial Co., Ltd. After friendly negotiation, the company and Nanfang hope signed a share subscription agreement with effective conditions.
The share subscription agreement signed between the company and Nanfang hope is an agreement with effective conditions, which will take effect on the date when all the following effective conditions are achieved or met: (1) this non-public offering has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer; (2) This non-public offering has been approved by China Securities Regulatory Commission.
This proposal will be submitted to the first extraordinary general meeting of the company in 2022 for deliberation.
For details, please refer to the notice on signing with specific subscribers published on cninfo.com on January 6, 2022
<非公开发行股票之附条件生效的认购协议>
Notice of. 9、 The “proposal on the company’s non-public offering of shares involving related party transactions” was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
Yang Fang, the related supervisor of the proposal, avoided voting.
According to 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 relevant laws, regulations and normative documents, as well as the provisions of the articles of association, the company’s non-public offering of shares involves related party transactions.
This proposal will be submitted to the company for the first time in 2022
