Securities code: Nanhua Bio-Medicineco.Ltd(000504) securities abbreviation: Nanhua Bio-Medicineco.Ltd(000504) Announcement No.: 2022022 Nanhua Bio-Medicineco.Ltd(000504)
Announcement of resolutions of the 5th meeting of the 11th 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
Nanhua Bio-Medicineco.Ltd(000504) (hereinafter referred to as “the company”) the fifth meeting of the 11th board of directors was held by means of communication on March 22, 2022. The notice of the meeting was sent to all directors of the company by email and SMS on March 18, 2022. At the meeting, there are 7 directors who should participate in the voting and 7 directors who actually participate in the voting. The meeting is held in accordance with the relevant provisions of the company law and the articles of association, and is legal and effective.
2、 Deliberation on the proposal of the board of directors
1. The proposal on the company’s meeting the conditions for non-public development of A-Shares was considered and adopted with 4 votes in favor, 0 against and 0 abstention. The related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
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 of 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 board of directors of the company has checked the operation, financial status and related matters of the company item by item, and believes that the company meets the relevant provisions on non-public offering of shares to specific objects, Qualified for issuance.
2. The proposal on the company’s non-public development of A-share scheme was deliberated and adopted one by one
2.1 type and par value of issued shares
The types of shares in this non-public offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.2 issuing method and time
This non-public offering adopts the method of non-public offering to specific objects. The company will choose an appropriate time to issue to specific objects within the validity period approved by the CSRC.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.3 issue price and pricing principle
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the fifth meeting of the 11th board of directors of the company. The issuing price of this non-public offering is 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date). The issue price shall be accurate to points, and the balance less than one point shall be rounded up.
If the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and P1 is the issue price after adjustment.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.4 issue quantity
The number of shares in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price. The number of shares in this non-public offering shall not exceed [19] million shares (including this number), and shall not exceed 30% of the total share capital of the company before this offering, and shall be subject to the approval document of the CSRC on this offering. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down.
Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) in accordance with the relevant provisions of the CSRC and the actual subscription.
In case of any equity distribution, conversion of capital reserve to share capital, allotment of shares, other forms of capital reorganization or other circumstances leading to changes in the total share capital of the company from the pricing benchmark date of this non-public offering to the issuance date, the company will adjust the number of shares issued according to the calculation formula specified in the relevant rules of the CSRC.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.5 issuing object and subscription method
The issuing object of this non-public offering is Hunan Caixin Industry Fund Management Co., Ltd., which meets the provisions of no more than 35 issuing objects stipulated by China Securities Regulatory Commission and other securities regulatory authorities.
The issuing object Hunan Caixin Industry Fund Management Co., Ltd. subscribes the shares issued in cash.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.6 restricted period for issuing shares
The shares subscribed by Hunan Caixin Industry Fund Management Co., Ltd., the object of this non-public offering, shall not be transferred within 18 months from the date of issuance. From the end of this non-public offering to the date of lifting the ban on shares, the issuing object shall also abide by the above locking arrangements for the company’s shares increased due to the company’s bonus shares and share capital conversion for the A-share common shares subscribed by it.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.7 total amount and purpose of raised funds
The total amount of funds to be raised in this non-public offering shall not exceed 276 million yuan (including this amount). The net amount of funds raised after deducting the issuance expenses will be used to supplement the working capital.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.8 place of listing
The shares of this non-public offering will apply for listing and trading in Shenzhen Stock Exchange.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.9 arrangement for distribution of accumulated profits of the company
The accumulated undistributed profits before the completion of this issuance and the profits realized but not yet distributed before the completion of this issuance will be jointly enjoyed by the new and old shareholders after the completion of this issuance according to the proportion of shares after the issuance.
Voting results: 4 votes in favor and 0 against, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
2.10 validity of this resolution
The validity period of this non-public offering plan is 12 months from the date when the proposal of this non-public offering is deliberated and approved by the general meeting of shareholders of the company. If national laws and regulations have new provisions on non-public offering of shares, the company will make corresponding adjustments according to the new provisions.
Voting results: 4 affirmative votes, 0 negative votes, 0 abstention votes and 3 abstention votes. The related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
The non-public offering plan must be reviewed item by item by the general meeting of shareholders of the company and approved by the CSRC before implementation, and the final plan approved by the CSRC shall prevail.
3. The proposal on the company’s plan for non-public development of A-Shares was deliberated and adopted with 4 votes in favor, 0 against and 0 abstention, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
4. The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company was deliberated and adopted with 4 votes in favor, 0 against and 0 abstention. The related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
5. With 4 votes in favor, 0 against and 0 abstention, the proposal on diluting the immediate return of the company’s non-public Development Bank A shares, taking filling measures and commitments of relevant subjects was considered and adopted, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
6. The proposal on the company’s shareholder return plan for the next three years (20222024) was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
7. The proposal on the establishment of a special account for raising funds of non-public Development Bank A shares was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
In order to standardize the management and application of the company’s raised funds and maximize the interests of the company’s shareholders, 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 of listed companies and other laws, regulations and normative documents, as well as the provisions of the company’s raised funds management system, The funds raised by the company’s non-public offering of shares will be deposited in the special storage account determined by the board of directors of the company, which shall be managed in a special account. The special storage account shall not be used for non raised funds or other purposes.
8. The proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of non-public development of A-Shares was considered and adopted with 4 votes in favor, 0 against and 0 abstention. The related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
In order to ensure the smooth progress of this non-public offering of shares, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of the articles of association, the board of directors of the company plans to submit to the general meeting of shareholders of the company to authorize the board of directors to fully handle all matters related to this non-public offering of shares within the scope of relevant laws and regulations. The specific authorization contents include but are not limited to:
(1) Authorize the board of directors to formulate and implement the specific plan for the non-public offering of shares, including the number of shares to be issued, the price to be issued, the object to be issued, the timing of issuance, the start and end date of issuance and all other matters related to the non-public offering of shares;
(2) Authorize the board of directors to adjust the issuance plan in order to meet the requirements of relevant laws and regulations or relevant securities regulatory authorities (except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws and regulations and the articles of association), according to the review of specific projects by relevant departments, changes in relevant market conditions Comprehensive evaluation of factors such as changes in the implementation conditions of fund-raising funds and adjustment of the fund raising project before this non-public offering. (3) Authorize the board of directors, the chairman or the person authorized by the chairman to sign the documents related to the non-public offering of shares, and perform all necessary or appropriate application, approval, registration and filing procedures related to the non-public offering of shares;
(4) Authorize the board of directors, the chairman and the person authorized by the chairman to sign, modify, supplement, submit, report and execute all agreements and application documents related to the non-public offering of shares, and go through the relevant application and approval procedures;
(5) Authorize the board of directors, the chairman of the board of directors or the person authorized by the chairman of the board of directors to handle the reporting of this non-public offering of shares;
(6) Authorize the board of directors to hire intermediary institutions such as sponsors to handle the reporting of this non-public offering of shares;
(7) Authorize the board of directors to handle the specific matters related to the amendment of the articles of association and the change registration of industry and Commerce after the non-public offering of shares, and handle other matters related to the non-public offering of shares;
(8) Authorize the board of directors, the chairman of the board of directors and the person authorized by the chairman of the board of directors to handle the listing of the shares of the non-public offering in Shenzhen Stock Exchange after the completion of the non-public offering;
(9) Authorize the board of directors to handle other matters related to the non-public offering of shares;
The authorization in items (7) to (9) above shall be valid from the date of approval by the general meeting of shareholders of the company to the duration of relevant matters, and other authorizations shall be valid within 12 months from the date of approval by the general meeting of shareholders of the company.
9. With 4 votes in favor, 0 against and 0 abstention, the proposal on signing conditional and effective share subscription contracts with specific objects and related party transactions involved in this non-public Development Bank was deliberated and adopted, and the related directors Yang Yun, Cao Haiyi and Chen Yuan avoided the vote.
10. The proposal that the company does not need to prepare the report on the previous fund-raising was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
11. The proposal on Amending the company’s fund raising management system was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the “Listing Rules”)“ The company’s “raised funds management system” is revised in combination with the actual situation of the company.
12. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted by 7 votes in favor, 0 against and 0 abstention.
Among the above 12 proposals, the independent directors gave their prior approval opinions and independent opinions on proposals 1-6, 9 and 10 respectively.
Among the above 12 proposals, proposals 1-6 and 8-11 need to be submitted to the general meeting of shareholders of the company for deliberation. Among them, proposals 1-6 and 8-10 can be adopted only with the consent of more than two-thirds of the effective voting rights of shareholders attending the meeting; The related shareholder Hunan Caixin Industry Fund Management Co., Ltd. must avoid voting when considering proposals 1-5, 8 and 9.
When considering the second proposal, it shall be voted one by one.
For details of the above 12 proposals, please refer to the information disclosure media designated by the company, such as securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements.
3、 Documents for future reference
1. The resolution of the 5th meeting of the 11th board of directors signed and sealed by the attending directors;
2. Prior approval opinions of Nanhua Bio-Medicineco.Ltd(000504) independent directors on matters related to the fifth meeting of the 11th board of directors;
3. Independent opinions of Nanhua Bio-Medicineco.Ltd(000504) independent directors on matters related to the fifth meeting of the 11th board of directors.
It is hereby announced.
