Securities code: Tangrenshen Group Co.Ltd(002567) securities abbreviation: Tangrenshen Group Co.Ltd(002567) Announcement No.: 2022046 Tangrenshen Group Co.Ltd(002567)
Announcement of resolutions of the 30th 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.
Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as “the company”) the 30th meeting of the 8th board of supervisors was held at 14:00 p.m. on April 8, 2022 in the conference room on the fourth floor of the company headquarters in Liyu Industrial Park, national high tech Industrial Development Zone, Zhuzhou City, Hunan Province. The notice of this meeting has been sent to all supervisors by hand, e-mail and fax on April 2, 2022.
Five supervisors should be present at the meeting and five actually present. All five supervisors voted on the proposal in writing. The Secretary of the board of directors and securities affairs representative attended the meeting as nonvoting delegates. The contents, convening methods and procedures of the meeting were in line with the provisions of the company law and the articles of association. The meeting was convened and presided over by Mr. Liu Hong, chairman of the board of supervisors of the company.
After full discussion, the attending supervisors unanimously adopted the following resolutions:
1、 With 1 affirmative vote, 0 negative vote and 0 abstention vote, the proposal on the company meeting the conditions for non-public development of shares was considered and adopted, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
This proposal involves related party transactions, and related supervisors Mr. Liu Hong, Mr. Huang Xiyuan, Mr. Deng Xiangjian and Mr. Yang Weihong abstained from voting. Since less than half of the non affiliated supervisors, this proposal is directly submitted to the general meeting of shareholders for deliberation.
In accordance with the provisions of 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 laws and regulations, departmental rules and normative documents, the board of directors of the company has checked and demonstrated the actual operation of the company and related matters one by one, Considers that the company meets the conditions for non-public offering of RMB common shares (A shares) listed in China, and agrees to the company’s application for non-public offering of shares.
2、 The proposal on the company’s non-public stock development plan was deliberated and adopted one by one.
The subscription objects of the non-public offering of shares include Hunan Tangrenshen Group Co.Ltd(002567) holding Investment Co., Ltd. (hereinafter referred to as Tangrenshen Group Co.Ltd(002567) holding). Therefore, this proposal involves related party transactions. The related supervisors Mr. Liu Hong, Mr. Huang Xiyuan, Mr. Deng Xiangjian and Mr. Yang Weihong avoided voting and one non related supervisor voted one by one. Since less than half of the non affiliated supervisors, this proposal is directly submitted to the general meeting of shareholders for deliberation.
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 laws and regulations, departmental rules and normative documents, and in combination with the specific conditions of the company, the board of directors of the company has formulated the plan for this non-public offering of shares. The voting of proposals item by item is as follows:
1. Type and par value of issued shares
The type of shares in this non-public offering is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share.
Voting results: 1 in favor, 0 against and 0 abstention.
2. Issuing method and time
All the shares issued this time are in the form of non-public offering to specific objects. Choose an appropriate time to issue shares to specific objects within the validity period after obtaining the approval of the CSRC.
Voting results: 1 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The issuing objects of this non-public offering of A-Shares include securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, qualified overseas institutional investors and other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC, including the controlling shareholder Tangrenshen Group Co.Ltd(002567) holding of the company, No more than 35 distribution objects (including 35).
Among them, the controlling shareholder Tangrenshen Group Co.Ltd(002567) holding participated in the subscription of the non-public offering shares in cash, with the subscription amount not less than 100 million yuan (including the number) and not more than 150 million yuan (including the number). The number of shares subscribed shall be determined according to the subscription amount divided by the issue price of the raised funds, and the mantissa of less than 1 share subscribed shall be rounded off.
Except for Tangrenshen Group Co.Ltd(002567) holding, the board of directors of the company will negotiate with the sponsor (lead underwriter) of the non-public offering of A-Shares to determine the final offering object within the scope of authorization of the general meeting of shareholders and according to the subscription of the offering object.
Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds. The issuing objects of this offering subscribe for A-Shares of this non-public offering in cash.
If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
Voting results: 1 in favor, 0 against and 0 abstention.
4. Pricing base date, issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period of the company’s non-public offering. The issuing price of this non-public offering shall not be less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
The final issuing price of the non-public offering of shares will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the non-public offering of shares in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities after the non-public offering of shares is approved by the CSRC.
Tangrenshen Group Co.Ltd(002567) holding does not participate in the market bidding process of this issuance pricing, but promises to accept the market bidding results and subscribe at the same price as other issuance objects, that is, Tangrenshen Group Co.Ltd(002567) holding agrees to subscribe for shares at the above issuance price.
If the issue price cannot be generated through bidding, Tangrenshen Group Co.Ltd(002567) holding will not participate in the subscription. Voting results: 1 in favor, 0 against and 0 abstention.
5. Number of issues
The number of shares in this non-public offering is calculated according to the total amount of funds raised in this non-public offering divided by the issue price determined by the final inquiry, and the number of shares issued does not exceed 30% of the total share capital of the company before this non-public offering. Based on the total share capital of 1206017542 shares as of December 31, 2021, 361805262 shares (including this number). If the company’s shares are subject to share distribution, capital reserve conversion to share capital and other matters from the date of resolution of the board of directors to the date of issuance, the upper limit of the number of non-public offering shares will be adjusted accordingly.
At the same time, in order to ensure that this issuance will not lead to changes in the company’s control, except for the controlling shareholders, the number of shares subscribed for by other individual investors and their concerted actors in this non-public offering shall not exceed 25% of the total number of shares issued by the company this time.
The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object after the company obtains the approval of the CSRC on this issuance.
Voting results: 1 in favor, 0 against and 0 abstention.
6. Purpose and amount of raised funds
The total amount of funds raised in this non-public offering does not exceed 1220 million yuan (including this amount). The net amount of funds raised after deducting relevant issuance expenses will be fully invested in the following projects:
Unit: 10000 yuan
Project Name: total investment of the project No. 1 life pig breeding project to be invested in the raised funds
1 Dongchong phase III pig breeding base construction project 19614581 Shanghai Pudong Development Bank Co.Ltd(600000)
2. Construction project of pig seedling breeding 1800000 and 1100000 of Yunfu yun’an Wenshi ecological breeding Co., Ltd
3. 20 Ping An Bank Co.Ltd(000001) 300000 breeding poverty alleviation project of Tangrenshen Group Co.Ltd(002567) group in Furong Village, he’e Town, Rongshui County
4. Pubei Meishen breeding Co., Ltd. farm 30 China Vanke Co.Ltd(000002) 300000
5 Hainan Changjiang Da’an integrated 150000 head breeding project 30 China Vanke Co.Ltd(000002) 300000 II other projects
6 supplementary working capital 360 China Union Holdings Ltd(000036) 00000
Total 1536145812200000
If the actual net amount of funds raised in this non-public offering is less than the amount of funds to be invested in the above projects, the company will adjust and finally determine the specific investment amount of the raised funds according to the actual net amount of funds raised and the priorities of the projects. The insufficient part of the raised funds shall be solved by the company through self financing. Before the funds raised from this non-public offering are in place, the company may invest in advance with self raised funds according to the actual needs of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
Voting results: 1 in favor, 0 against and 0 abstention.
7. Restricted period
After this non-public offering, the shares of this offering subscribed by the issuing object shall not be transferred within six months from the date of the end of this offering; The shares subscribed by the controlling shareholders shall not be transferred within 18 months. All shares derived from the shares obtained by the issuing object based on this non-public offering due to the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
Voting results: 1 in favor, 0 against and 0 abstention.
8. Listing location
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
Voting results: 1 in favor, 0 against and 0 abstention.
9. Arrangement of undistributed profits
The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders of the company after the non-public offering according to the proportion of shares after the issuance.
Voting results: 1 in favor, 0 against and 0 abstention.
10. Validity of this issuance resolution
The validity period of relevant resolutions on this offering is 12 months from the date when the shareholders’ meeting deliberates and approves the proposal on this non-public offering of shares.
Voting results: 1 in favor, 0 against and 0 abstention.
The above-mentioned proposals shall be subject to the approval of the general meeting of shareholders of each subsidiary and shall be implemented after being submitted to the CSRC for approval.
3、 The proposal on the company’s plan for non-public development of A-Shares in 2022 was considered and adopted by 1 in favor, 0 against and 0 abstention, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. This proposal involves related party transactions, and related supervisors Mr. Liu Hong, Mr. Deng Xiangjian and Mr. Yang Weihong abstained from voting. Since less than half of the non affiliated supervisors, this proposal is directly submitted to the general meeting of shareholders for deliberation.
See cninfo.com and securities times for details of Tangrenshen Group Co.Ltd(002567) 2022 A-share stock plan of non-public development banks.
4、 The proposal on the feasibility analysis report of the company on the use of funds raised by non-public Development Bank A shares in 2022 was considered and approved by 1 in favor, 0 against and 0 abstention, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
This proposal involves related party transactions, and related supervisors Mr. Liu Hong, Mr. Deng Xiangjian and Mr. Yang Weihong abstained from voting. Since less than half of the non affiliated supervisors, this proposal is directly submitted to the general meeting of shareholders for deliberation.
See cninfo.com for details of the feasibility analysis report on the use of funds raised by non-public development banks’ A-share shares in Tangrenshen Group Co.Ltd(002567) 2022.
5、 With 5 affirmative votes, 0 negative votes and 0 abstention votes, the proposal on the report on the use of the previously raised funds was deliberated and adopted, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
The company has prepared the report on the use of Tangrenshen Group Co.Ltd(002567) previously raised funds according to the use of the previously raised funds. See cninfo.com for details.
Tianzhi International Certified Public Accountants (special general partnership) has issued the verification report on the use of Tangrenshen Group Co.Ltd(002567) previously raised funds (tzz [2022] No. 21632). See cninfo.com for details.
6、 The proposal on diluting immediate return and filling measures of non-public Development Bank shares was deliberated and adopted by 1 vote in favor, 0 vote against and 0 abstention, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
This proposal
