Securities code: Winall Hi-Tech Seed Co.Ltd(300087) securities abbreviation: Winall Hi-Tech Seed Co.Ltd(300087) Announcement No.: 2022018 Winall Hi-Tech Seed Co.Ltd(300087)
Announcement on the resolution of the second meeting of the 5th 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.
The second meeting of the 5th board of directors of Winall Hi-Tech Seed Co.Ltd(300087) (hereinafter referred to as “the company” or ” Winall Hi-Tech Seed Co.Ltd(300087) “) was held by means of communication voting on March 20, 2022. The notice of the meeting was delivered by e-mail on March 14, 2022. The meeting was presided over by the chairman, Mr. Qin Hengde. The convening and convening procedures of this meeting comply with the company law, the articles of association and other relevant provisions. After deliberation and voting, the directors present at the meeting formed the following resolutions:
1、 The meeting deliberated and adopted the proposal on signing supplementary agreement on equity acquisition of Xinjiang jinfengyuan Seed Industry Co., Ltd. with 9 votes in favor, 0 votes against and 0 abstentions
After the deliberation and approval of the 29th meeting of the Fourth Board of directors held on September 27, 2021, the company plans to use its own or self raised funds of 213 million yuan to acquire 60% equity of Xinjiang jinfengyuan Seed Industry Co., Ltd. (hereinafter referred to as the “target company”) jointly held by Zhang Yinbao, Xing Cangjie, Chen Changqing, abulizi Rouzi, Yu Weizhong, Liu Jun, Zhu Gang and Du Shucong. At present, the asset appraisal report has been reviewed and filed by the state-owned assets supervision and administration institution. According to the review opinions of the audit experts of the state-owned assets supervision and administration institution, the asset appraisal report has been partially revised. The appraisal result of the asset-based method is selected as the appraisal conclusion in the filed asset appraisal report, and the appraisal value is 344562700 yuan, and the appraisal value under the income method is 355 million yuan. Therefore, through negotiation, the transaction price of 60% equity of the subject company of this transaction is 20673762 yuan, which is 626238 million yuan lower than the transaction price of 213 million yuan before filing.
After deliberation, the board of directors agreed that the company would sign supplementary agreements with the above-mentioned counterparties and the major shareholders of the subject company after the transfer, except Winall Hi-Tech Seed Co.Ltd(300087) , Zhang Yinbao, to adjust the transaction price, add provisions on the disposal of some properties of the subject company without warrants, and improve the Provisions on the acquisition of the remaining equity of the subject company.
Independent directors have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on holding the second extraordinary general meeting of the company in 2029 was adopted with 2 affirmative votes and 2 abstention votes
After deliberation, the board of directors agreed to hold the second extraordinary general meeting of shareholders in 2022 on Wednesday, April 6, 2022 to review relevant proposals.
For details, please refer to the notice of Winall Hi-Tech Seed Co.Ltd(300087) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022022) published on the gem information disclosure website designated by the CSRC.
It is hereby announced
Winall Hi-Tech Seed Co.Ltd(300087) board of directors March 21, 2002
