Securities code: Hoshine Silicon Industry Co.Ltd(603260) securities abbreviation: Hoshine Silicon Industry Co.Ltd(603260) Announcement No.: 2022032 Hoshine Silicon Industry Co.Ltd(603260)
Announcement of resolutions of the 11th meeting of the third board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Hoshine Silicon Industry Co.Ltd(603260) (hereinafter referred to as “the company” or ” Hoshine Silicon Industry Co.Ltd(603260) “) the notice of the 11th meeting of the third board of directors was sent by telephone, oral or other means on May 19, 2022, The meeting was held at 16:00 p.m. on May 19, 2021 in the conference room on the 24th floor of Cixi office by combining on-site and communication (according to the relevant provisions of the articles of association and the rules of procedure of the board of directors: “in case of emergency, all directors and other relevant personnel can be notified by telephone and other oral means at any time, and confirmed in writing when the board of directors is held”. This meeting is an interim emergency meeting) 。 The number of directors attending the meeting should be 9, and the actual number is 9. The meeting was presided over by Mr. Luo Liguo, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The convening and convening of this board meeting comply with relevant national laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
1. The proposal on the company’s compliance with the conditions for non-public development of shares was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2. The proposal on the company’s non-public development and issuance of A-Shares in 2022 has been deliberated and passed one by one. This proposal needs to be submitted to the second extraordinary general meeting of shareholders in 2022 for deliberation.
This proposal includes 10 sub proposals, and the voting of sub proposals item by item is as follows:
2.1 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 1.00 per share.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.2 issuance method and time
This offering is conducted in the form of non-public offering to specific objects. The company will choose an appropriate time to issue shares to specific objects within the validity period approved by the CSRC.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.3 issuing object and subscription method
The objects of this issuance are Ms. Luo Yi and Mr. Luo Yedong. Ms. Luo Yi and Mr. Luo Yedong are the shareholders and actual controllers of the company. At the same time, Ms. Luo Yi serves as the vice chairman of the company and Mr. Luo Yedong serves as the director and general manager of the company. The issuing object subscribes the shares of this non-public offering in cash.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.4 pricing base date and issue price
The pricing benchmark date of this offering is the announcement date of the resolution of the board of directors of this non-public offering (i.e. May 20, 2022). The price of this non-public offering is 66.30 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing base date, of which: the average price of the company’s shares in the 20 trading days before the pricing base date = the total trading volume of the company’s shares in the 20 trading days before the pricing base date / the total trading volume of the company’s shares in the 20 trading days before the pricing base date (excluding the pricing base date). If the company’s shares are subject to ex rights and ex interests such as cash dividends, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the 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, P0 is the issue price before adjustment, the cash dividend per share is D, the number of bonus shares or converted share capital per share is n, and the issue price after adjustment is P1.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.5 issue quantity
The number of shares in this non-public offering shall not exceed 105580692 (including this number). The number of shares issued in this non-public offering shall be determined by dividing the total amount of raised funds by the issue price, and the number of shares issued approved by the CSRC shall prevail.
If the company’s shares are distributed from the pricing benchmark date of this issuance to the issuance date, the capital reserve is converted into share capital, or the total share capital of the company changes before this issuance and the issuance price is adjusted due to other reasons, the number of shares in this non-public offering will be adjusted accordingly. Within the above scope, the general meeting of shareholders shall authorize the board of directors to negotiate with the sponsor (lead underwriter) to determine the final issuance quantity according to the actual situation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.6 scale and purpose of raised funds
The total amount of funds raised by this issuance (including issuance expenses) shall not exceed 700000 yuan (including this amount), which will be used to supplement the working capital of the company after deducting the issuance expenses.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.7 sales restriction period
The shares subscribed by the issuing object of this offering shall not be transferred within 18 months from the end of this non-public offering. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, it will be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
The shares acquired from the company’s non-public offering subscribed by the issuing object of this offering, and the shares derived from the company’s distribution of stock dividends, conversion of provident fund into share capital and other forms shall also comply with the above share locking arrangements.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.8 place of listing
After the expiration of the sales restriction, the shares issued this time will be listed and traded on the Shanghai Stock Exchange.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.9 arrangement of accumulated undistributed profits before the completion of this offering
The accumulated undistributed profits before the issuance shall be shared by the new and old shareholders after the issuance.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
2.10 term of validity of the resolution
The validity period of this non-public offering resolution is 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company. If the CSRC and other securities regulatory authorities have the latest regulations on the non-public offering of shares or the market conditions have changed, in addition to the matters required to be re voted by the general meeting of shareholders in accordance with the relevant laws, regulations and the articles of association, the general meeting of shareholders of the company authorizes the board of directors to make corresponding adjustments to the non-public offering of shares according to the latest policies and regulations of the securities regulatory authorities or the market conditions.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
3. The proposal on Hoshine Silicon Industry Co.Ltd(603260) 2022 plan for non-public development of A-Shares was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
4. The proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company was reviewed and approved
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
5. The proposal on the report on the use of the company’s previously raised funds was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
6. The proposal on signing the conditional effective share subscription agreement and related party transactions with specific objects (related parties) was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
7. The proposal on requesting the general meeting of shareholders to approve the exemption of the company’s actual controller from issuing an offer for increasing the company’s shares was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
8. The proposal on the filling measures of diluted immediate return after the company’s non-public development of A-share shares and the commitments of relevant subjects were deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
9. The proposal on formulating the dividend return plan for shareholders in Hoshine Silicon Industry Co.Ltd(603260) the next three years (20222024) was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 9 in favor, 0 against and 0 abstention.
10. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this non-public offering of shares was deliberated and adopted
This proposal needs to be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Voting results: 5 in favor, 0 against and 0 abstention.
Related directors Mr. Luo Liguo, Ms. Luo Yi, Mr. Luo Yedong and Mr. Haohan avoided the voting of this proposal.
11. The proposal on the survival and division of Xinjiang West Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd., a wholly-owned subsidiary, was deliberated and adopted
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on May 20, 2022（ http://www.sse.com.cn./ ）And Hoshine Silicon Industry Co.Ltd(603260) about wholly owned subsidiaries of designated information disclosure media
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on the company’s application for the designated delivery plant warehouse of industrial silicon of Guangzhou futures exchange was deliberated and adopted
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on May 20, 2022（ http://www.sse.com.cn./ ）And the announcement of Hoshine Silicon Industry Co.Ltd(603260) on the existence and division of the wholly-owned subsidiary Xinjiang West Hoshine Silicon Industry Co.Ltd(603260) Co., Ltd. (Announcement No.: 2022040) of the designated information disclosure media. Voting results: 9 in favor, 0 against and 0 abstention.
13. The proposal on convening the second extraordinary general meeting of shareholders in 2022 was deliberated and adopted
For details, see the company’s disclosure on the website of Shanghai Stock Exchange on May 20, 2022（ http://www.sse.com.cn./ ）And the notice of Hoshine Silicon Industry Co.Ltd(603260) on convening the second extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022041) of the designated information disclosure media.
Voting results: 9 in favor, 0 against and 0 abstention.
It is hereby announced.
Hoshine Silicon Industry Co.Ltd(603260) board of directors may 20, 2022
