Securities code: 603227 securities abbreviation: Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) Announcement No.: 2022-003 Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd
Announcement on the resolution of the 35th 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Convening of board meeting
On January 17, 2022, Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) (Group) Co., Ltd. (hereinafter referred to as "the company") held the 35th meeting of the third board of directors in the conference room on the 10th floor of Xinjiang Xinjiang Xuefeng Sci-Tech (Group) Co.Ltd(603227) Group R & D center, No. 500 Alishan street, Urumqi Economic and technological Development Zone (Toutunhe District). The notice of the meeting was sent to all directors by e-mail on January 12, 2022. The meeting was presided over by Mr. Kang Jian, chairman of the board. There were 8 directors who should attend the meeting and 8 directors who actually attended the meeting. Among them, director Shao Minghai and independent director Yang Zuyi attended the meeting through communication voting due to work and epidemic prevention and control.
The convening procedures of the board of directors of the company comply with the company law of the people's Republic of China and other relevant laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective.
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the company meeting the conditions for listed companies to issue shares and pay cash to purchase assets and raise supporting funds
The company intends to purchase the equity of Xinjiang Yuxiang Populus euphratica Chemical Co., Ltd. by means of non-public offering of shares and cash payment and raise supporting funds (hereinafter referred to as "this transaction" or "this reorganization").
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 of listed companies, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other currently effective laws, regulations and normative documents, In comparison with the relevant conditions for the major asset restructuring of the listed company and the issuance of shares to purchase assets and raise supporting funds, after careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of Directors believes that this transaction complies with the above laws, administrative regulations Regulations and various requirements and conditions of relevant normative documents of China Securities Regulatory Commission (hereinafter referred to as "CSRC").
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(II) the proposal on the plan of issuing shares and paying cash to purchase assets and related party transactions was deliberated and adopted item by item
1. Underlying assets
Among the assets purchased by issuing shares and paying cash, the underlying assets are 100% equity of Xinjiang Yuxiang Populus Chemical Co., Ltd. held by the counterparty.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
2. Counterparty
The counterparties for the issuance of shares and the purchase of assets by cash are Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd., Sichuan Jinxiang Sairui Chemical Co., Ltd., Hefei Wufeng Investment Co., Ltd., Chengdu Guoheng No. 1 investment partnership (limited partnership), Aksu Investment Construction Group Co., Ltd., shayariyang investment limited partnership Meishan Jinye enterprise management planning center (limited partnership), Aksu Xinfa Mining Co., Ltd., alar Tongzhong state owned Assets Management Co., Ltd., Shaoxing Sanye Foreign Trade Co., Ltd., Ding Ling, Xinjiang Shaya Urban Construction Investment Co., Ltd., Xinjiang Jinding Heavy Industry Co., Ltd., Ren Hu, Zhu Xueqian and Zhou Jun.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
3. Pricing basis and transaction price of the underlying asset
This transaction takes December 31, 2021 as the audit and evaluation base date of the underlying assets. The transaction price of the underlying assets of this transaction will be based on the evaluation results of the evaluation report issued by the asset evaluation institution with securities and futures related business qualification and filed by the state-owned assets supervision and administration department, which shall be determined through consultation between the company and the trading parties, and shall be otherwise agreed by the parties by signing a revised agreement.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
4. Payment method of the consideration of the underlying asset
The company pays all transaction prices by issuing shares and paying cash. In this transaction, the proportion and quantity of shares, cash payment to each counterparty have not been determined. Relevant matters will be subject to the final scheme confirmed by all parties after the audit and evaluation of the underlying assets are completed.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
5. Share issuance plan
(1) Type and par value of issued shares
RMB ordinary shares (A shares), par value 1.00 yuan per share.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
(2) Issuing method, issuing object and subscription method
In the issuance of shares and the payment of cash to purchase assets, the issuance method of the issued shares is non-public issuance to specific objects, and the issuing objects subscribe for the non-public issued shares of the company with their equity of Yuxiang Populus euphratica. Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
(3) Pricing principle and issuing price of issued shares
Pricing benchmark date: the announcement date of the resolution of the 35th meeting of the third board of directors of the company.
Pricing basis: 90% of the average trading price of the listed company's shares 120 trading days before the pricing benchmark date.
Issue price: 5.54 yuan / share.
During the period from the pricing base date of this offering to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the issue price will be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange").
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
(4) Number of shares issued
Since the pricing of this transaction has not been finalized, all parties will negotiate to determine the final consideration and payment method of this transaction after the audit and evaluation of the underlying assets are completed, and sign a separate transaction agreement.
The number of shares issued to the counterparty in this issuance shall be calculated according to the following formula: the number of shares issued = the transaction price paid with shares / the issuance price of this issuance.
The number of issued shares calculated according to the above formula is accurate to shares. If there is a decimal in the calculation result, the number of shares shall be determined according to the principle of rounding down. For the part less than one share, the counterparty agrees to exempt the company from payment. The final number of shares issued in this transaction shall be subject to the number approved by the CSRC.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
(5) Arrangement of sales restriction period
1) Regular share lock arrangement of Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd
The newly added shares of the listed company obtained by Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd. through this transaction shall not be transferred within 36 months from the date of completion of share issuance. Within 6 months after the completion of the transaction, if the closing price of the company's shares for 20 consecutive trading days is lower than the issuing price of the issued shares and paid cash to purchase assets, or the closing price at the end of 6 months after the completion of the transaction is lower than the issuing price of the issued shares and paid cash to purchase assets, the lock-in period of the company's shares held by them will be automatically extended for 6 months.
2) Regular share lock arrangements of other counterparties except Xinjiang agriculture and animal husbandry investment (Group) Co., Ltd
Sichuan Jinxiang Sairui Chemical Co., Ltd., Hefei Wufeng Investment Co., Ltd., Chengdu Guoheng No. 1 investment partnership (limited partnership), Aksu investment and Construction Group Co., Ltd., Meishan Jinye enterprise management planning center (limited partnership), Aksu Xinfa Mining Co., Ltd., alar Tongzhong state owned Assets Management Co., Ltd The newly added shares of the company obtained by Shaoxing Sanye Foreign Trade Co., Ltd., Ding Ling, Xinjiang Shaya Urban Construction Investment Co., Ltd., Xinjiang Jinding Heavy Industry Co., Ltd., Ren Hu, Zhu Xueqian and Zhou Jun through this transaction shall not be transferred within 12 months from the date of completion of share issuance.
After the completion of this offering, the shares obtained by the counterparty based on the share consideration obtained from this transaction due to the company's bonus shares, conversion of share capital and other reasons shall also abide by the above agreements. If the commitment of the above share restriction period is inconsistent with the latest regulatory opinions of the securities regulatory authority, it will be adjusted accordingly according to the regulatory opinions of the relevant securities regulatory authority. After the expiration of the above-mentioned share restriction, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
(6) Proposed listing location
Among the shares issued and assets purchased by paying cash, the listing place of the shares issued is Shanghai Stock Exchange.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
6. Attribution of profits and losses of underlying assets
The transition period is from the benchmark date (excluding the date) to the delivery date (subject to the last day of the month preceding the delivery date of the underlying asset). During the transition period, all gains or losses realized by the underlying assets shall be enjoyed or borne by the counterparty according to the proportion of equity of the underlying company held by it.
With regard to the profits and losses of the underlying assets during the transition period, the audit institution with securities qualification designated by the company shall audit and confirm the profits and losses within 30 working days after the completion of the delivery of the underlying assets, and take the last day of the month preceding the delivery date of the underlying assets as the audit base date; If the underlying assets are profitable, the company shall pay to the company in cash within 90 working days from the date of issuance of the above audit report according to the proportion of equity of the underlying company transferred by the counterparty of this transaction; If the underlying assets suffer losses, the counterparty shall make up the losses to the company in cash within 90 working days from the date of issuance of the above audit report according to the proportion of equity of the underlying company transferred to the company in this transaction.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
7. Arrangement of accumulated undistributed profits of the company
The accumulated undistributed profits of the company before the completion of this issuance shall be jointly enjoyed by the new and old shareholders of the company after the completion of this issuance according to the proportion of shares of the company held by them after the completion of this transaction.
The accumulated undistributed profits of the target company before the completion of this transaction shall be treated according to the following principles:
(1) During the transition period, the subject company shall not pay dividends;
(2) The profits and losses of the subject company during the transition period shall be enjoyed and borne by all parties as agreed;
(3) After the closing date (excluding the date), the accumulated undistributed profits of the target company shall be enjoyed by the company.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
8. Contractual obligations and liabilities for breach of contract for ownership transfer of the subject assets
The counterparty promises to complete the delivery procedures of the underlying assets within 30 working days from the date when the transaction is approved by the CSRC. If the counterparty fails to perform the above contractual obligations, it will be liable for liquidated damages. At the same time, any party who violates the relevant obligations, commitments, statements and Guarantees specified in the framework agreement on issuing shares and paying cash to purchase assets (hereinafter referred to as the "framework agreement") shall be deemed to have breached the contract. The breaching party shall continue to perform its obligations, take remedial measures or pay full and sufficient compensation to the observant party at the request of the observant party. If the transaction fails to be continued or completed due to the breach of contract of the defaulting party, or the framework agreement cannot be fully performed, partially performed or timely performed, resulting in losses to the observant party, The defaulting party shall pay liquidated damages to the observant party according to 20% of the fair value of the equity of the subject company held by it (the calculation method is: the evaluation value contained in the report issued by the evaluation institution with securities qualification and filed by the state-owned assets supervision and administration department multiplied by the proportion of the equity of the subject company held by it before this transaction). If the above liquidated damages are insufficient to compensate the observant party for direct or indirect losses, the insufficient part shall also be compensated. Unless otherwise agreed in the framework agreement, if any party to the agreement violates the commitments and guarantees agreed in the framework agreement, it shall compensate the observant party for the direct or indirect losses.
Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
9. Validity of the resolution
The validity period of the resolution on issuing shares and paying cash to purchase assets is 12 months from the date of approval of the transaction by the general meeting of shareholders of the company. If the company has obtained the approval documents of the CSRC for the issuance of shares and the payment of cash to purchase assets within the validity period, the validity period will be automatically extended to the completion date of the transaction. Voting: 6 votes in favor; 0 votes against; There were no abstentions.
Kang Jian and Sui Jianmei are the related directors of the transaction and avoid voting according to law.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval.
(III) the proposal on the scheme of raising funds by issuing shares was deliberated and adopted item by item
1. Type and par value of issued shares
The type of shares to be issued for the supporting funds raised by the issuance of shares is RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
Voting: 8 votes in favor; 0 votes against; There were no abstentions.
2. Issuing method and time
The supporting funds raised by this issuance of shares are non-public issued to specific objects, and the company will choose the opportunity to issue within the validity period after obtaining the approval of the CSRC.
Voting: 8 votes in favor; 0 votes against; There were no abstentions.
3. Issuing object and subscription method
Issuance of supporting funds raised by this issuance of shares
