Securities code: Hunan Xiangjia Animal Husbandry Company Limited(002982) securities abbreviation: Hunan Xiangjia Animal Husbandry Company Limited(002982) Announcement No.: 2022025 Hunan Xiangjia Animal Husbandry Company Limited(002982)
Announcement of the resolution of the 10th meeting of the 4th 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
Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as “the company”) the 10th meeting of the 4th board of directors was held on April 14, 2022 by combining on-site voting and communication voting. The notice of the meeting has been notified to all directors by e-mail and telephone on April 9, 2022. The meeting was convened and presided over by Mr. Yu Ziwen, chairman of the company. 9 directors should attend the meeting, 9 directors actually attended, and some supervisors and senior managers of the company attended as nonvoting delegates. The notice, convening and convening of this meeting comply with the company law of the people’s Republic of China and other relevant laws, administrative regulations, other normative documents and the relevant provisions of Hunan Xiangjia Animal Husbandry Company Limited(002982) articles of association, and are legal and effective.
2、 Deliberations of the board meeting
(I) the proposal on further clarifying the specific scheme of the company’s public issuance of convertible corporate bonds was deliberated and adopted
Proposal content: according to the reply on approving Hunan Xiangjia Animal Husbandry Company Limited(002982) public issuance of convertible corporate bonds (zjxk [2021] No. 1814) issued by the China Securities Regulatory Commission, the company is approved to issue a total of 640 million yuan of convertible corporate bonds.
On January 11, 2021 and January 28, 2021, the company held the 28th meeting of the third board of directors and the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the issuance scheme of convertible corporate bonds by the company and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the public issuance of convertible corporate bonds, and on December 28, 2021 The eighth meeting of the Fourth Board of directors held on January 14, 2022 and the first extraordinary general meeting of shareholders in 2022 deliberated and adopted the proposal on extending the validity period of the public issuance of convertible corporate bonds. The board of directors of the company, in accordance with the authorization of the general meeting of shareholders and based on the issuance plan of convertible corporate bonds determined by the above-mentioned proposal, further clarified the specific issuance plan of convertible bonds as follows (except for the following, other terms of the convertible bond plan remain unchanged): 1. Types of securities issued
The type of securities issued this time is convertible corporate bonds that can be converted into company shares. The convertible corporate bonds and future convertible stocks will be listed on the Shenzhen Stock Exchange.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
2. Issuance scale
The total amount of funds raised by the proposed issuance of convertible corporate bonds is RMB 640 million, the face value of each is RMB 100, and the number of issued bonds is 6.4 million.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
3. Bond term
The term of convertible corporate bonds issued this time is 6 years from the date of issuance, i.e. from April 19, 2022 to April 18, 2028.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
4. Bond interest rate
The coupon rate of convertible corporate bonds issued this time is set as: 0.2% in the first year, 0.4% in the second year, 0.8% in the third year, 1.2% in the fourth year, 1.6% in the fifth year and 2.0% in the sixth year.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
5. Determination of initial conversion price
The initial conversion price of convertible corporate bonds issued this time is 42.56 yuan / share. The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company’s shares on the 20 trading days before the announcement date of the prospectus (if there has been a stock price adjustment due to ex right and ex dividend within the 20 trading days, the average trading price on the trading day before the adjustment shall be calculated according to the price after corresponding ex right and ex dividend adjustment) and the average trading price of the company’s shares on the previous trading day, and shall not be corrected upward.
The average trading price of the company’s shares in the first 20 trading days = the total trading volume of the company’s shares in the first 20 trading days / the total trading volume of the company’s shares in the last 20 trading days.
The average trading price of the company’s shares on the previous trading day = the total trading volume of the company’s shares on the previous trading day / the total trading volume of the company’s shares on that day.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
6. Maturity redemption clause
Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all the convertible corporate bonds that have not been converted into shares at the price of 110% of the face value of the convertible bonds (including the last interest). Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
7. Issuing method and object
(1) Distribution mode
The convertible bonds are preferentially placed to the original shareholders of the company, and the balance after the priority placement (including the part that the original shareholders give up the priority placement) is issued to the public investors online through the trading system of Shenzhen Stock Exchange. The balance after the preferential placement of the original shareholders (including the part abandoned by the original shareholders) is issued online. The part of the subscription amount less than 640 million yuan shall be underwritten by the sponsor (lead underwriter).
(2) Distribution object
① Preferential placement to the original shareholders: the shareholders of the issuer registered after the closing of the stock market on the equity registration date announced in the issuance announcement (i.e. April 18, 2022, t-1).
② Online issuance: natural persons, legal persons, securities investment funds and other investors in compliance with the laws and regulations holding the securities account of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (except those prohibited by national laws and regulations).
③ The proprietary account of the lead underwriter of this offering shall not participate in online subscription.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
8. Placement arrangements to original shareholders
The number of convertible bonds that can be preferentially placed by the original shareholders is the number of shares of the issuer registered after the closing of the market on the equity registration date (t-1 day). The amount of convertible bonds that can be placed is calculated according to the proportion of convertible bonds with a par value of 6.2819 yuan per share, and converted into the number of convertible bonds at a rate of 100 yuan per piece, each of which is an application unit.
The issuer has a total share capital of 101880000 shares. Calculated according to the priority placement proportion of this issuance, the total amount of convertible bonds that can be preferentially placed by the original shareholders is 6399999, accounting for about 9999998% of the total amount of convertible bonds issued this time. Since less than one piece is executed in accordance with the business guidelines of securities issuers of CSDCC Shenzhen Branch, the total number of final priority placements may be slightly different.
In addition to participating in the priority placement, the original shareholders can also participate in the subscription of the balance after the priority placement. The preferred placement of the original shareholders is carried out through the trading system of Shenzhen Stock Exchange. The placement code is “082982”, and the placement is referred to as “Xiangjia debt distribution”. If the number of convertible bonds subscribed by the original shareholders for online priority placement is less than 1, it shall be implemented in accordance with the business guidelines of the securities issuer of CSDCC Shenzhen Branch, that is, the number of preferred subscriptions less than 1 shall be sorted according to the size of the number, and the small number shall be carried forward to the large number of original shareholders participating in the priority subscription, so as to achieve the minimum bookkeeping unit of 1, which shall be carried out in a circular manner until all allocations are completed.
If the ” Hunan Xiangjia Animal Husbandry Company Limited(002982) ” shares held by the original shareholders are deposited in two or more securities business departments, the number of shares that can be subscribed shall be calculated based on the shares deposited in each business department, and the placement subscription must be carried out in the corresponding securities business department in accordance with the relevant business rules of Shenzhen Stock Exchange.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on this proposal.
(II) deliberated and passed the proposal on public issuance and listing of convertible corporate bonds
According to the authorization of the company’s first extraordinary general meeting in 2021, the board of directors of the company will handle the matters related to the listing of convertible corporate bonds in Shenzhen Stock Exchange after the issuance of convertible corporate bonds, and authorize the management and its authorized persons to be responsible for handling specific matters.
Voting result: 9 affirmative votes; No negative vote; There were no abstentions.
The independent directors of the company have expressed their independent opinions on this proposal.
(III) deliberated and passed the proposal on opening a special account for funds raised by public issuance of convertible corporate bonds and signing a supervision agreement for funds raised
Content of the proposal: to standardize the management of the funds raised by the company’s public offering of convertible corporate bonds, improve the use efficiency of the raised funds and 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 guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange, the company’s raised funds management system and other relevant provisions, and the authorization of the company’s first extraordinary general meeting in 2021, the board of directors of the company approved the company to open a special account for raised funds, It is used for the special storage and use of the funds raised by convertible corporate bonds. The company will sign the supervision agreement on the raised funds with the recommendation institution and the relevant bank to open an account to supervise the deposit and use of the raised funds.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the same day’s publication on cninfo (www.cn. Info. Com. CN.), an information disclosure website designated by the CSRC Announcement.
3、 Documents for future reference
1. Resolution of the 10th meeting of the 4th board of directors;
2. Independent opinions of Hunan Xiangjia Animal Husbandry Company Limited(002982) independent directors on matters related to the 10th meeting of the 4th board of directors.
It is hereby announced.
Hunan Xiangjia Animal Husbandry Company Limited(002982) board of directors April 15, 2022
