Securities code: 002539 securities abbreviation: Chengdu Wintrue Holding Co.Ltd(002539) Announcement No.: 2022-004 Chengdu Wintrue Holding Co.Ltd(002539)
Announcement on resolutions of the 31st meeting of the 5th 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.
At 9:00 a.m. on January 13, 2022, Chengdu Wintrue Holding Co.Ltd(002539) (hereinafter referred to as "the company") held the 31st meeting of the 5th board of directors by means of on-site and communication in conference room Chengdu Wintrue Holding Co.Ltd(002539) on the 4th floor of Huijing building, No. 969, middle section of Shulong Avenue, Xindu District, Chengdu. The meeting notice and meeting materials will be delivered directly or by e-mail on January 11, 2022. The meeting was presided over by the chairman, Ms. Mou Jiayun, the vice chairman, Mr. Song Rui, the directors, Mr. Zhang Guangxi and Mr. Wang Shengbing, and the independent directors, Mr. Huang Huan, Mr. Yu Hongbing and Mr. Wang Xinlong attended the meeting. 7 directors should attend the meeting, 7 actually attended the meeting, and the company's supervisors and senior managers attended the meeting as nonvoting delegates. The meeting was held in accordance with the company law of the people's Republic of China, the Chengdu Wintrue Holding Co.Ltd(002539) articles of association and other relevant provisions, and the resolutions made were legal and valid.
After discussion and deliberation at this meeting of the board of directors, the following resolutions are formed by the combination of open voting and communication voting:
1、 The proposal on the company's compliance with the conditions for non-public development of shares was deliberated and adopted
In accordance with the relevant provisions of 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 laws, regulations and normative documents, the board of directors of the company conducted self-examination on the relevant matters of the company item by item in accordance with the qualifications and conditions for non-public offering of shares by listed companies, It is considered that the company meets the provisions and requirements for non-public offering of shares and has the qualifications and conditions for applying for non-public offering of shares.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal, which are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
2、 The proposal on the company's non-public offering of shares was deliberated and adopted one by one
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, the company has formulated the non-public offering plan. The specific contents and voting are as follows: 1 Type and par value of issued shares
The type of shares in this non-public offering 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. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
2. Issuing method and time
This offering is in the form of non-public offering and will be issued to specific objects at an appropriate time within the validity period approved by the CSRC.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
3. Issuing object and subscription method
The objects of this non-public offering are no more than 35 specific objects that meet the conditions specified by the CSRC, including Ms. Mou Jiayun, the concerted action of the actual controller of the company, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors Qualified foreign institutional investors, RMB qualified foreign investors (including self operated accounts or managed investment product accounts of the above investors), other legal person investors and natural persons in accordance with laws and regulations.
Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign investors who subscribe for more than two products under their management shall be regarded as one issuance object. As the issuing object, trust companies can only subscribe with their own funds.
The final offering object other than Ms. Mou Jiayun will be determined by the board of directors and its authorized persons authorized by the general meeting of shareholders of the company through negotiation with the sponsor (lead underwriter) of the offering according to the bidding results in accordance with the relevant provisions of the CSRC and the conditions specified in the non-public offering plan after obtaining the issuance approval document of the CSRC. Ms. Mou Jiayun does not participate in the market bidding process, but promises to accept the market bidding results, and the total amount of subscription funds shall not be less than 200 million yuan. If the issuance price of this issuance cannot be generated through the above market bidding, Ms. Mou Jiayun will continue to subscribe for the shares issued by the company according to the issuance reserve price of this issuance, and the total subscription capital shall not be less than 200 million yuan.
All issuers subscribe for the shares of this non-public offering in cash. Among the aforesaid specific issuing objects, Ms. Mou Jiayun is the person acting in concert with the actual controller of the company, and this non-public offering constitutes a connected transaction. As of the disclosure date of this announcement, the company has not determined the other issuance objects except Ms. Mou Jiayun in this non-public offering of shares, so it is impossible to determine the relationship between the other issuance objects and the company. In the process of this offering, the company will strictly comply with laws, regulations and the company's internal regulations to perform the approval procedures for related party transactions. Meanwhile, the company will disclose the relationship between each issuing object and the company in the issuance report announced after the issuance.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
4. Issue price and pricing principle
The pricing benchmark date of this non-public offering is the first day of the issuance period. The issue price shall not be less than 80% of the average price of the company's shares on the 20 trading days before the pricing benchmark date (average price of shares on the 20 trading days before the pricing benchmark date = total amount of shares traded on the 20 trading days before the pricing benchmark date / total amount of shares traded on the 20 trading days before the pricing benchmark date).
The final issue price will be determined by the board of directors of the company and its authorized persons through consultation with the sponsor (lead underwriter) according to the inquiry results and the authorization of the general meeting of shareholders of the company in accordance with relevant regulations after the company's non-public offering has obtained the approval of the CSRC. If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance reserve price will be adjusted accordingly. Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
5. Number of issues
The total amount of funds raised in this offering shall not exceed 250 million yuan (inclusive), and the number of non-public shares shall not exceed 30% of the total share capital of the company before the offering, that is, not more than 303.03 million shares (inclusive). Within the above scope, the company will request the general meeting of shareholders to authorize the board of directors and its authorized persons to negotiate with the sponsor (lead underwriter) according to the relevant provisions of the CSRC and the actual subscription.
If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before this non-public offering, the upper limit of the number of shares in this non-public offering will be adjusted accordingly.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
6. Amount and purpose of raised funds
The total amount of funds raised from this non-public offering of shares shall not exceed 250 million yuan (including), which is intended to be used for the following items after deducting the issuance expenses:
Unit: 10000 yuan
No. project name total investment of the project amount of raised funds to be invested
1. Comprehensive utilization of phosphate rock resources to produce new energy materials 459500.00 200000.00 and slow and controlled release compound fertilizer linkage production project
2. Supplementary working capital project 50000.00 50000.00
Total 509500.00 250000.00
If the actual amount of raised funds (after deducting the issuance expenses) is less than the amount of raised funds to be invested in the above projects, within the finally determined investment projects of the raised funds, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual amount of raised funds and the priorities of the projects, The insufficient funds raised shall be raised by the company itself. Before the funds raised from this non-public offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them after the raised funds are in place.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
7. Restricted period
After the completion of the non-public offering of shares, if Ms. Mou Jiayun and her concerted actors hold no more than 2% of the issued shares of the company than 12 months before the end of the offering, the shares subscribed by Ms. Mou Jiayun shall not be transferred within 18 months from the end of the offering; If Ms. Mou Jiayun and her persons acting in concert hold more than 2% of the issued shares of the company than 12 months before the end of the issuance, the shares of the issuance subscribed by Ms. Mou Jiayun shall not be transferred within 36 months from the end of the issuance. The shares of this offering subscribed by other subscribers shall not be transferred within 6 months from the date of issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. The shares acquired from the non-public offering of the company by the issuing object shall also comply with the above share locking arrangements due to the company's distribution of stock dividends, conversion of capital reserve and other forms. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
8. Arrangement of undistributed profits
After the completion of the non-public offering, the new and old shareholders of the company shall share the accumulated undistributed profits before the offering according to the shareholding ratio after the completion of the non-public offering.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
9. Listing location
The shares of this non-public offering will be listed on Shenzhen Stock Exchange.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
10. Validity period of this issuance resolution
The issuance resolution shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
The above proposals need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal, which are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
3、 The proposal on the company's non-public stock development plan was deliberated and adopted
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）The stock plan of Chengdu Wintrue Holding Co.Ltd(002539) non-public development banks on.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal, which are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks of the company was deliberated and adopted
Details are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Feasibility analysis report on the use of funds raised by non-public development banks.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
Independent directors have expressed their independent opinions on this proposal, which are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements on.
5、 The proposal on the company's non-public development of shares involving related party transactions was deliberated and adopted
For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Announcement on signing conditional subscription agreements and related party transactions with persons acting in concert with the actual controller.
Voting results: 5 in favor, 0 against and 0 abstention. Ms. Mou Jiayun and Mr. Song Rui, the related directors, avoided voting.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal, which are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Up
