Announcement on resolutions of the 8th session of the 8th board of directors
Stock abbreviation: Norinco International Cooperation Ltd(000065) Stock Code: Norinco International Cooperation Ltd(000065) Announcement No.: 2022020 convertible bond abbreviation: Northern convertible bond convertible bond Code: 127014
Norinco International Cooperation Ltd(000065)
Announcement on resolutions of the 8th session of the 8th board of directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Norinco International Cooperation Ltd(000065) (hereinafter referred to as “the company” or ” Norinco International Cooperation Ltd(000065) “) the notice of the eighth meeting of the eighth board of directors was sent to all directors of the company by e-mail on March 25, 2022. The meeting was held on March 29, 2022 in the form of communication voting. There were 9 directors who should participate in the deliberation and voting and 9 directors who actually participated in the deliberation and voting. The convening procedure of the meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. After deliberation by all directors attending the meeting:
1、 The board of directors deliberated and approved the proposal of further clarifying the specific plan of the company’s allotment of shares and public offering of securities one by one.
The company has received the reply on approving Norinco International Cooperation Ltd(000065) share allotment (zjxk [2022] No. 511) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 15, 2022, which approves the company to allot no more than 232344498 new shares to the original shareholders. If the total share capital is changed due to the conversion of share capital, the number of this issuance can be adjusted accordingly. According to the proposal of the 44th session of the 7th board of directors of the company and the third extraordinary general meeting of shareholders of the company in 2021, the board of directors of the company further defined the specific scheme of the company’s public offering of securities according to the authorization of the general meeting of shareholders, the requirements of the securities regulatory authorities and the actual situation and market conditions of the company, as follows:
1. Types and par value of securities issued this time
The shares issued in this allotment are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting results: 9 in favor, 0 against and 0 abstention.
2. Distribution mode
Announcement on resolutions of the 8th session of the 8th board of directors
The issuance is carried out by placing shares (allotment) to the original shareholders.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Allotment base and proportion
This allotment of shares is based on the total number of shares after the closing of the market on April 1, 2022, the equity registration date for the implementation of this allotment scheme, and is allotted to all shareholders in the proportion of 3 shares per 10 shares. If the allotted shares are less than 1 share, it shall be handled in accordance with the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Voting results: 9 in favor, 0 against and 0 abstention.
4. Allotment price
The price of this allotment is 5.16 yuan / share.
Voting results: 9 in favor, 0 against and 0 abstention.
5. Placing object
The allotment object of this allotment is all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. after the closing of the market on April 1, 2022.
The controlling shareholder of the company, China North Industry Co., Ltd. and its acting in concert, North Industrial Technology Co., Ltd., have issued a commitment to fully subscribe for the placing shares in cash according to their shareholding ratio.
Voting results: 9 in favor, 0 against and 0 abstention.
6. Distribution plan of accumulated undistributed profits before this allotment
The accumulated undistributed profits of the company before the implementation of this allotment shall be enjoyed by all shareholders of the company after the completion of this allotment according to their shareholding ratio.
Voting results: 9 in favor, 0 against and 0 abstention.
7. Subscription time
The payment time of this allotment is the normal trading time of the exchange from April 6, 2022 to April 12, 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
8. Underwriting method
This allotment of shares adopts the method of selling on a commission basis.
Voting results: 9 in favor, 0 against and 0 abstention.
9. Purpose of the raised funds
Announcement on resolutions of the 8th session of the 8th board of directors
The total amount of funds to be raised in this allotment shall not exceed RMB 120 million (including issuance expenses). The net amount after deducting issuance expenses will be used to supplement the company’s working capital and repay the loan. Before the raised funds are in place, the company will repay the loan through self raised funds according to the actual maturity date of the loan, and replace it in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
Voting results: 9 in favor, 0 against and 0 abstention.
10. Listing location
After the completion of this allotment, the allotted shares will be listed and circulated in Shenzhen Stock Exchange in accordance with relevant regulations.
Voting results: 9 in favor, 0 against and 0 abstention.
2、 The board of directors deliberated and approved the proposal of the company’s allotment of shares and public issuance of Securities for listing.
Voting results: 9 in favor, 0 against and 0 abstention.
According to the authorization of the third extraordinary general meeting of shareholders in Norinco International Cooperation Ltd(000065) 2021, and in accordance with the relevant provisions of the securities law of the people’s Republic of China, the company 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, the board of directors will handle the matters related to the listing of the allocated shares on the Shenzhen Stock Exchange after the completion of the public offering of shares, And authorize the company’s management and its authorized designated personnel to handle specific matters.
3、 The board of directors deliberated and approved the proposal of the company opening a special account for the funds raised by the public offering of shares and signing a supervision agreement for the funds raised.
Voting results: 9 in favor, 0 against and 0 abstention.
In order to standardize the deposit, use and management of the company’s raised funds and effectively protect the rights and interests of investors, in accordance with 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 and Norinco International Cooperation Ltd(000065) the management and use system of raised funds and other relevant provisions, The funds raised by the company’s allotment of shares and public issuance of securities shall be deposited in the special fund account opened by the bank. Authorized by the third extraordinary general meeting of shareholders of the company in 2021, the company will open a special account for the funds raised by allotment of shares and public offering of securities.
In accordance with the above provisions, the company will sign a tripartite supervision agreement with the sponsor and the deposit bank of the special account for raised funds within one month after the arrival of the raised funds, so as to supervise the deposit and use of the raised funds. At the same time, the board of directors authorizes the company’s management or its authorized representative to sign the raised funds supervision agreement with the above banks and sponsors.
Announcement on resolutions of the 8th session of the 8th board of directors
4、 The board of directors deliberated and approved the proposal on adding members of the special committee of the board of directors of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
Due to job changes, Ms. Zhang Xiaoming applied to resign as a director of the 8th board of directors and a member of the remuneration and assessment committee of the company.
Nominated by Chairman Zhang Guanjie, the board of directors plans to appoint director Wang Qingkang as a member of the remuneration and assessment committee, and form the remuneration and assessment committee of the eighth board of directors with independent director Yuan Li and independent director He Jia, with independent director Yuan Li as the chairman. The term of office starts from the date of deliberation and approval of this board of directors and ends at the expiration of the term of office of the eighth board of directors. Documents for future reference
Resolutions of the 8th session of the 8th board of directors
Norinco International Cooperation Ltd(000065) board of directors March 30, 2002
