Securities code: 002805 securities abbreviation: Shandong Fengyuan Chemical Co.Ltd(002805) Announcement No.: 2022-005 Shandong Fengyuan Chemical Co.Ltd(002805) about
Relevant entities issue a notice to ensure the company’s commitment to fill in the immediate return measures
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as “the company”) plans to issue no more than 53379661 shares (including this number) to specific objects in a non-public manner, and the total amount of funds raised is no more than 940 million yuan. 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, as follows:
1、 The directors and senior managers of the company make the following commitments that the company’s compensation measures can be effectively implemented:
1. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways;
2. I promise to restrict my job consumption behavior;
3. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties;
4. I promise that the remuneration system formulated by the board of directors or the Remuneration Committee will be linked to the implementation of the company’s filling and reporting measures;
5. I promise that the exercise conditions of the company’s equity incentive to be announced will be linked to the implementation of the company’s filling return measures;
6. From the issuance date of this commitment to the completion of the company’s non-public offering of shares, if the CSRC makes other new regulatory provisions on filling return measures and commitments, and the above commitments cannot meet the provisions of the CSRC, I promise to issue supplementary commitments in accordance with the latest provisions of the CSRC at that time: 7 I promise to earnestly fulfill the company’s relevant measures for filling returns and any commitments made on filling returns. If I violate such commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors according to law.
2、 The controlling shareholders and actual controllers of the company make the following commitments to ensure the effective implementation of the company’s measures to fill in returns:
1. Promise to exercise shareholders’ rights in accordance with relevant laws, regulations and the articles of association, and promise not to interfere with the operation and management activities of the company beyond its authority and not to encroach on the interests of the company.
2. I promise to earnestly fulfill the relevant measures for filling return formulated by the company and any commitments I make about filling return measures. If I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors according to law.
3. As one of the subjects responsible for filling the return measures, if I violate the above commitments or refuse to fulfill the above commitments, I agree that the securities regulatory authorities such as CSRC and Shenzhen Stock Exchange will impose relevant penalties or take relevant regulatory measures on me in accordance with the relevant regulations and rules formulated or issued by them.
It is hereby announced
Shandong Fengyuan Chemical Co.Ltd(002805) board of directors
January 13, 2022
