Securities code: Xinxiang Chemical Fibre Co.Ltd(000949) securities abbreviation: Xinxiang Chemical Fibre Co.Ltd(000949) Announcement No.: 2022027 Xinxiang Chemical Fibre Co.Ltd(000949)
Announcement of resolutions of the 19th meeting of the 10th 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.
1、 Meetings of the board of supervisors
(I) time, place and method of the meeting of the board of supervisors: the meeting of the board of supervisors was held at 1:30 p.m. on May 19, 2022 in conference room 116 of the company’s office building. The meeting was voted on site.
(II) the company actually has 3 supervisors, the number of supervisors who should attend the meeting of the board of supervisors is 3, and the number of supervisors who actually attend the meeting is 3 (including 0 supervisors who are entrusted to attend the meeting and 0 supervisors who attend the meeting by means of communication voting). (III) the meeting was presided over by Mr. Zhang Chunlei, chairman of the board of supervisors.
(IV) the convening of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
(V) time and method of notice of the meeting of the board of supervisors: the notice of the meeting was sent in writing 10 days ago.
2、 Deliberation at the meeting of the board of supervisors
(I) deliberating the proposal on the company’s eligibility for non-public offering of shares
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 relevant laws, regulations and normative documents, and in accordance with the requirements of relevant qualifications and conditions for non-public offering of shares by listed companies, after careful self-examination, the board of Directors considers that the company meets the conditions for non-public offering of shares, Have the qualification of non-public offering of shares to specific objects.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(II) review the proposal on the company’s 2022 non-public stock development plan item by item
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: 3 in favor, 0 against, 0 abstention, and passed by vote.
2. Issuing method and time
All the shares issued this time are non-public issued to specific objects, and the company will issue them at an appropriate time within the validity period approved by the CSRC.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
3. Issuing object and subscription method
There are more than 35 non-public investors (including the qualified investors of the China Securities Regulatory Commission, overseas securities companies and insurance funds) who do not meet the requirements of the China Securities Regulatory Commission, and other qualified investors who do not meet the requirements of the China Securities Regulatory Commission. 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 company is the issuing object, it can only subscribe with its own funds.
The issuing object of this non-public offering has not been determined. After the non-public offering is approved by the CSRC, the board of directors of the company will be authorized by the general meeting of shareholders to work with the recommendation institution (lead underwriter) within the scope authorized by the general meeting of shareholders to determine the specific issuance object according to the purchase quotation of the issuance object in accordance with the provisions of relevant laws, administrative regulations, departmental rules or normative documents.
All issuers subscribe for the shares of this non-public offering in RMB cash.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
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 issuance price of this non-public offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) and the higher of the company’s latest audited net asset value per share before the issuance (i.e. “issuance base price”). The average trading price of the company’s shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date.
The final issue price of this non-public offering will be determined through consultation with the sponsor (lead underwriter) after the company’s non-public offering has obtained the approval of the CSRC, according to the subscription quotation of the issuing object and in accordance with the principle of price priority. If the company’s shares have ex right and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital from the balance sheet date of the audited financial report at the end of the latest period before issuance to the issuance date, the above net asset value per share will be adjusted accordingly.
If the company’s shares have ex dividend matters such as cash dividends and dividends from the pricing base date of this non-public offering to the issue date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issue price of this non-public offering will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Allotment: P1 = (P0 + a) × K)/(1+K)
The above two or three items shall be carried out simultaneously: P1 = (p0-d + a) × K)/(1+N+K)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, a is the allotment price and K is the allotment rate.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
5. Number of issues
The number of shares to be issued in this non-public offering shall not exceed 300 million shares (including this number), accounting for 20.45% of the total share capital of the company before this non-public offering and no more than 30% of the total share capital of the company before this non-public offering. The number of shares to be issued this time shall be subject to the approval document of the CSRC on this non-public offering.
The final issuance quantity of this non-public offering will be determined through consultation with the sponsor (lead underwriter) of this non-public offering after the company’s non-public offering has obtained the approval of the CSRC. Within the above scope, the board of directors authorized by the general meeting of shareholders of the company will negotiate with the sponsor (lead underwriter) of this non-public offering according to the authorization of the general meeting of shareholders of the company, relevant provisions of the CSRC and the actual situation at the time of issuance. If the company’s shares have ex dividend matters such as cash dividends and dividends from the pricing base date to the issuance date, or ex dividend matters such as share distribution, share allotment and conversion of capital reserve into share capital, the issuance quantity of this non-public offering will be adjusted accordingly.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
6. Restricted period
The non-public offering shares subscribed by the issuing object of this non-public offering shall not be transferred within 6 months from the date of the end of this offering. The shares derived from the shares of the company’s non-public offering obtained by the issuing object of this non-public offering due to the company’s share offering, share allotment, conversion of capital reserve into share capital and other circumstances shall also comply with the above share locking arrangements. After the end of the restricted sale period, the transfer and transaction of the shares subscribed by the issuing object for this non-public offering shall be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
According to the new system rules or requirements of China Securities Regulatory Commission or Shenzhen Stock Exchange, the above arrangement of restricted sales period shall be revised and implemented.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
7. Scale and purpose of raised funds
The total amount of funds to be raised from this non-public offering of shares is expected to be no more than 1380 million yuan (including this amount). After deducting the issuance expenses, the net amount of funds raised will be used for:
Unit: 10000 yuan
No. project name total amount of the project proposed to use the amount of funds raised this time
1. Phase III project of 104466767000000 items of high-quality ultra-fine denier spandex fiber with an annual output of 100000 tons
2. 10000 tons of biomass cellulose fiber project 72603484800000
3. Supplementary working capital 20 China Vanke Co.Ltd(000002) 000000
Total 1970702413800000
In order to ensure the smooth progress of the investment project with raised funds and protect the interests of all shareholders of the company, before the funds raised in this non-public offering are in place, the company will invest in advance with self raised funds according to the actual needs of the project progress, and replace them according to the procedures and time limit specified in relevant laws and regulations after the raised funds are in place.
If the actual net amount of funds raised in this non-public offering is lower than the above amount of funds to be invested, the insufficient part shall be solved by the company’s self raised funds. On the premise of not changing the project invested by raising funds, the board of directors of the company can appropriately adjust the investment sequence and amount of the raised funds of the above projects according to the actual needs of the project.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
8. Listing location
The shares of this non-public offering will be listed and traded on the Shenzhen Stock Exchange.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
9. Accumulated undistributed profit arrangement
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, 0 abstention, and passed by vote.
10. Validity of resolution
The validity period of this issuance resolution is within 12 months from the date when the proposal related to this non-public offering of shares is considered and approved by the general meeting of shareholders of the company.
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(III) review the proposal on the company’s 2022 non-public stock development plan
See http://www.cninfo.com.cn for Xinxiang Chemical Fibre Co.Ltd(000949) 2022 stock plan of non-public development banks（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(IV) review the proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022
Please refer to cninfo.com for the feasibility analysis report on the use of funds raised by non-public development banks in 2022（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(V) review the proposal on risk tips and filling measures for diluting the immediate return of non-public development banks’ shares and the commitments of relevant subjects
Please refer to cninfo.com for Xinxiang Chemical Fibre Co.Ltd(000949) the announcement on risk tips and filling measures of diluted immediate return of non-public development banks and commitments of relevant entities（ http://www.cn.info.com.cn. ）。 Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(VI) review the proposal on the special report on the use of the company’s previously raised funds
Please refer to cninfo.com for Xinxiang Chemical Fibre Co.Ltd(000949) the special report on the use of funds raised last time（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(VII) review the proposal on the review report on the use of the company’s previously raised funds
Please refer to cninfo.com for the audit report on the use of the previously raised funds issued by Daxin Certified Public Accountants (special general partnership)（ http://www.cn.info.com.cn. ）。
Voting results: 3 in favor, 0 against, 0 abstention, and passed by vote.
(this proposal needs to be submitted to the general meeting of shareholders for deliberation)
(VIII) review the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of shares
In order to ensure the smooth progress of matters related to the non-public offering of shares, it is proposed to submit to the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering, including but not limited to:
1. Authorize the board of directors to formulate and implement the specific plan for the non-public offering of shares according to the actual situation of the company, including but not limited to the timing of the offering, the number of shares to be issued, the starting and ending date of the offering, the offering price, the establishment of a special account for raised funds and all other matters related to the offering plan;
2. Authorize the board of directors to decide and hire intermediaries participating in the non-public offering of shares and sign all agreements and documents related to the offering, including but not limited to recommendation agreement, underwriting agreement, other agreements for employing intermediaries, agreements related to raising funds, etc;
3. Authorize the board of directors to handle the declaration and listing of this non-public offering, including but not limited to making, modifying and submitting the declaration materials of this offering and listing according to the requirements of relevant regulatory authorities, and signing relevant declaration documents and other legal documents;
4. Authorize the board of directors to handle the application for registration, locking and listing of the issued shares in Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd;
5. Authorize the board of directors to handle other matters related to the non-public offering of shares and share subscription;
