Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-002 Shandong Fengyuan Chemical Co.Ltd(002805)
Announcement on resolutions of the 9th meeting of the 5th board of supervisors
The company and all supervisors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The 9th meeting of the 5th board of supervisors of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as "the company") was held by means of communication voting on January 12, 2022. The meeting was notified by e-mail on January 10, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attend the meeting. The convening, convening and voting procedures of the meeting comply with the provisions of the company law and the articles of association.
2、 Deliberation at the meeting of the board of supervisors
The meeting was presided over by Mr. Li Guichen, chairman of the board of supervisors. After careful deliberation by the participating supervisors, the following resolutions were formed: (I) the proposal on the company's compliance with the conditions for non-public development of A-Shares was deliberated and adopted
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), 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, regulations and normative documents, The board of supervisors believes that the company meets the relevant provisions on non-public issuance of A-Shares and meets the conditions for non-public issuance of a shares.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(II) the proposal on the company's non-public development of A-Shares was deliberated and adopted
The meeting considered and adopted the following matters one by one:
1. Type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB per share
Voting results: 3 in favor, 0 against and 0 abstention.
2. Method and time of issuance
All the shares issued this time are in the form of non-public issuance of A-Shares to specific objects, and will be issued to specific objects at an appropriate time within the validity period of the approval document approved by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
3. Issuing object and subscription method
The objects of this non-public offering are no more than 35 issuing objects, including Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company. Among them, Mr. Zhao Guanghui promises that the subscription amount shall not be less than 30 million yuan and not more than 90 million yuan (including this amount), and the number of shares subscribed shall not exceed 2% of the issued shares of the company. That is, if Mr. Zhao Guanghui's full subscription for the shares issued by the company according to the above agreement will cause the number of additional shares to exceed 2% of the issued shares of the company in the last 12 months, Mr. Zhao Guanghui's subscription for the shares issued this time is limited to 2% of the issued shares of the company.
In addition to Mr. Zhao Guanghui, other issuing objects include securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, financial companies, qualified overseas institutional investors in accordance with the provisions of the CSRC, as well as other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC. Except Mr. Zhao Guanghui, the other issuing objects shall be determined by the board of directors through consultation with the sponsor (lead underwriter) according to the subscription quotation in accordance with the relevant provisions of the CSRC after the application for this non-public offering is approved by the CSRC in accordance with the authorization of the general meeting of shareholders. If the relevant laws, regulations and normative documents or the regulatory requirements of the securities regulatory authority have other provisions on the issuing object of non-public offering of shares by listed companies, such provisions shall prevail. All the issuing objects of this non-public offering are subscribed in cash.
Voting results: 3 in favor, 0 against and 0 abstention.
4. Issue price and pricing principle
The pricing benchmark date of this issuance is the first day of the issuance period. The pricing principle is that the issuance price shall not be less than 80% of the average price of the company's shares in the 20 trading days before the first day of the issuance period. The final offering price shall be determined by the board of directors through negotiation with the sponsor (lead underwriter) of the offering according to the bidding results in accordance with the relevant rules of the CSRC after the application for the non-public offering is approved by the CSRC in accordance with the authorization of the general meeting of shareholders. If the company's shares have ex right and ex dividend behavior from the pricing benchmark date to the issuance date, the price of this non-public offering will be adjusted accordingly. Mr. Zhao Guanghui accepts the final issue price determined according to the bidding results and does not participate in the bidding.
Voting results: 3 in favor, 0 against and 0 abstention.
5. Number of issues
The number of A-Shares to be issued in this non-public offering shall not exceed 53379661 (including this number), and the maximum number of shares in this non-public offering shall not exceed 30% of the total share capital of the company before this offering. The final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company's shares have ex rights and ex dividend behavior between the announcement date of the resolution of the board of directors on this non-public offering and the issuance date, the number of shares in this non-public offering will be adjusted accordingly.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Lock up period arrangement
After the completion of this non-public offering, the shares subscribed by Mr. Zhao Guanghui shall not be transferred within 18 months from the date of completion of the offering. Except Mr. Zhao Guanghui, the shares subscribed by other issuing objects shall not be transferred within 6 months from the date of the end of this issuance. After the expiration of the lock-in period, the reduction of the company's shares obtained by the issuing object due to this transaction shall also comply with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations, administrative rules, normative documents, relevant provisions of the stock exchange and the relevant provisions of the articles of association. After the completion of this non-public offering, the shares derived from the company's non-public offering shares subscribed by the issuing object due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above share restriction arrangements. Voting results: 3 in favor, 0 against and 0 abstention.
7. Amount and purpose of raised funds
The total amount of funds raised in this non-public offering does not exceed 940 million yuan. After deducting the issuance expenses, it will be used for "production base project of lithium iron phosphate cathode material for lithium battery with an annual output of 50000 tons" and "supplementary working capital project". Before the funds raised in this offering are in place, the company can invest with self raised funds first according to the actual situation of the investment projects with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance expenses is less than the total amount of raised funds to be invested, the insufficient part shall be solved by the company with self raised funds. Within the scope of this raised investment project, the company can appropriately adjust the investment sequence and investment amount of the raised funds of the above raised investment projects according to the priorities of the projects.
Voting results: 3 in favor, 0 against and 0 abstention.
8. Listing location
The shares of this non-public offering shall be listed and traded on the Shenzhen Stock Exchange after the expiration of the lock-in period.
Voting results: 3 in favor, 0 against and 0 abstention.
9. Arrangement of accumulated undistributed profits of the company before the issuance
The accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders after the issuance.
Voting results: 3 in favor, 0 against and 0 abstention.
10. The validity period of the resolution of the general meeting of shareholders on the issuance of shares
The validity period of the resolution of the general meeting of shareholders of this offering is 18 months from the date when this proposal is submitted to the general meeting of shareholders of the company for deliberation and adoption. If there are new provisions on non-public offering of shares in national laws and regulations, the company will adjust this offering according to the new provisions.
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) the proposal on the company's plan for non-public development of A-Shares was deliberated and adopted
The plan briefly summarizes the non-public offering of a shares, analyzes the feasibility of the use of the funds raised from the non-public offering, discusses and analyzes the impact of the non-public offering on the company, and expounds the relevant risk factors. Its contents meet the requirements of relevant laws and regulations and the actual situation of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day 2022 non-public Development Bank A-share stock plan disclosed on the.
(IV) 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
In order to promote the company's business development and enhance the company's competitiveness, the company plans to raise no more than RMB 940 million through non-public issuance of A-Shares for "production base project of lithium iron phosphate cathode material for lithium battery with an annual output of 50000 tons" and "supplementary working capital project". The board of directors prepared the feasibility analysis report on the use of the funds raised by the non-public offering of a shares.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Feasibility analysis report on the use of funds raised by non-public development banks' A-share shares in 2022 disclosed on the.
(V) the proposal on the special report on the use of the company's previously raised funds was deliberated and adopted
In accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission and the relevant format guidelines, the board of directors of the company has prepared a special report on the use of the previously raised funds as of September 30, 2021.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day The special report on the use of the previously raised funds disclosed on the.
(VI) the proposal on diluting the immediate return of the company's non-public development of A-Shares and taking filling measures was deliberated and adopted
In accordance with the relevant requirements of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of China Securities Regulatory Commission, The company analyzed the possible impact of this non-public offering on the common shareholders' equity and immediate return, and put forward relevant measures to fill the return in combination with the actual situation.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on diluted immediate return of non-public development banks' A-share shares and its filling measures (Announcement No.: 2022-004).
(VII) the proposal on the commitment of relevant entities to guarantee the company to fill in the immediate return measures was reviewed and adopted
In accordance with the relevant requirements of the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to IPO, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) of China Securities Regulatory Commission, The company analyzed the possible impact of this non-public offering on the common shareholders' equity and immediate return, and put forward relevant measures to fill the return in combination with the actual situation. In order to ensure that the relevant measures to fill the return can be effectively implemented, the company's controlling shareholders, actual controllers, directors and senior managers plan to issue relevant commitments.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Announcement on the commitment of relevant entities to guarantee the company to fill in the immediate return measures (Announcement No.: 2022-005).
(VIII) the proposal on formulating the company's shareholder return plan for the next three years (2022-2024) was deliberated and adopted
The company attaches great importance to the reasonable return on investment of shareholders. In order to improve the company's continuous and stable dividend decision-making and supervision mechanism, increase the transparency and operability of profit distribution decision-making, and facilitate investors to form stable return expectations, according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by China Securities Regulatory Commission According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2013] No. 43), the company has formulated the shareholder return plan for the next three years (2022-2024).
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Disclosed on
