Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-007 Hongbo Co.Ltd(002229)
Announcement of resolutions of the 30th 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.
The 30th meeting of the 5th board of directors (hereinafter referred to as "the company" or "the company") was held on January 24, 2022 in the conference room on the 21st floor, block B, Hongbo Meiling sea view, No. 26, Binxi Avenue, Nanjiang, Cangshan District, Fuzhou. The notice of the meeting was delivered to all directors, supervisors and senior managers by personal delivery, fax and e-mail on January 20, 2022. Six directors should be present at the meeting, six directors attended in person, and the company's supervisors and senior managers also attended the meeting as nonvoting delegates. The meeting was held in accordance with relevant laws and regulations and the articles of association.
The meeting was convened and presided over by Mr. Mao Wei, chairman of the board of directors. The directors attending the meeting deliberated and voted on various proposals and formed the following resolutions:
1、 The proposal on the company meeting the conditions for non-public offering of shares was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
According to 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 and other relevant laws, regulations and normative documents, the board of directors of the company has checked the actual situation and relevant matters of the company item by item according to the qualifications and relevant conditions of non-public offering of shares of listed companies, It is believed that the company has the qualification and conditions for non-public offering of shares.
Mr. Mao Wei, a related director, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Vote and consider the proposal on the company's non-public development of shares in 2022 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 of listed companies and other laws and regulations, the company has formulated the following plan for non-public offering of shares in 2022 (hereinafter referred to as "this offering"):
(I) type and par value of issued shares
The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(II) issuing method and time
This offering is all in the form of non-public offering, and the company will choose an appropriate time to issue shares within the validity period of obtaining the approval document of the CSRC on this offering.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(III) issuing object and subscription method
The object of this issuance is Henan Lujie Electronic Technology Center (limited partnership) (hereinafter referred to as "Lujie Electronics"), Lujie electronics plans to fully subscribe for the shares issued in RMB cash.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(IV) pricing base date, issue price and pricing principle
The pricing benchmark date of this offering is the announcement date of the resolution of the 30th meeting of the Fifth Board of directors. The issuing price of this offering is 5.28 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 benchmark date of this offering (the average trading price of shares in the 20 trading days before the pricing benchmark date = the total trading volume of shares in the 20 trading days before the pricing benchmark date / the total trading volume of shares in the 20 trading days before the pricing benchmark date).
During the period from the pricing base date of this offering to the issue date, if the company issues ex rights and ex interests such as cash dividends, bonus shares or capital reserve converted into share capital, the issue price of this offering will be adjusted accordingly in accordance with the relevant rules of Shenzhen Stock Exchange.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(V) issued quantity
The issuance quantity of this issuance is determined by dividing the total amount of raised funds by the issuance price, i.e. 568181 shares, which shall not exceed 30% of the total share capital of the company before this issuance. The final quantity of this issuance shall be subject to the approval document of the CSRC on this issuance.
If the company's shares have ex rights 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 quantity of this issuance will be adjusted accordingly. If the amount of funds to be raised or the number of shares to be issued is reduced due to changes in regulatory policies or the requirements of the issuance approval documents, the number of shares to be issued by the company will be adjusted accordingly.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(VI) purpose of raised funds
The total amount of funds raised in this non-public offering is expected to be no more than 300 million yuan (including this amount), which will be used to supplement working capital after deducting the issuance expenses.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(VII) restricted period
After the completion of this issuance, the shares subscribed by the issuing object shall not be transferred within 36 months from the date of the completion of this issuance.
After the end of this offering, the shares of the company increased due to the company's share offering and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period; After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(VIII) listing place
The shares issued this time will apply for listing and trading in Shenzhen Stock Exchange.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(IX) arrangement of accumulated undistributed profits before this issuance
The accumulated undistributed profits of the company before the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance according to the shareholding ratio.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
(x) term of validity of the resolution on the issuance of shares
The validity period of this issuance resolution is 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
Mr. Mao Wei, a related director, avoided voting on this proposal.
Voting results: 5 in favor, 0 against and 0 abstention, which was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and voting item by item, and can be implemented only after it is reviewed and approved by the general meeting of shareholders and reported to the CSRC for examination and approval.
3、 The proposal on the company's plan for non-public development of shares in 2022 was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
According to 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 and other laws, regulations and normative documents, the company has prepared the plan for non-public development of shares in Hongbo Co.Ltd(002229) 2022, For details, please refer to Hongbo Co.Ltd(002229) 2022 non-public development bank stock plan disclosed by the company on cninfo.com on January 25, 2022.
Mr. Mao Wei, a related director, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 The proposal on the feasibility analysis report on the use of funds raised by non-public development banks in 2022 was considered and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
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 and other laws, regulations and normative documents, the company has carefully analyzed the feasibility of using the funds raised by non-public offering of shares, For details, please refer to the feasibility analysis report on the use of Hongbo Co.Ltd(002229) 2022 non-public development bank stock raised funds disclosed by the company on cninfo.com on January 25, 2022.
Mr. Mao Wei, a related director, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 The proposal on no need to prepare the report on the use of the funds raised in the previous time was considered and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
According to the relevant provisions of the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission: "If a listed company applies for issuing securities and the time of receipt of the funds raised in the previous time is less than five fiscal years, the board of directors shall prepare a report on the use of the funds raised in the previous time in accordance with these Provisions, and report on the latest (domestic or overseas) of the deadline of the latest audited financial report of the issuance application document The actual use of the raised funds shall be described in detail, and the report on the use of the previously raised funds shall be submitted to the general meeting of shareholders for approval after making a resolution ".
With the approval of the reply on approving Hongbo Co.Ltd(002229) non-public development shares (zjxk [2016] No. 1057) issued by the China Securities Regulatory Commission, the company submitted to BAOYING Fund Management Co., Ltd., Beixin Ruifeng Fund Management Co., Ltd., Qianhai Kaiyuan Fund Management Co., Ltd., shenwanlingxin Fund Management Co., Ltd., CAITONG Fund Management Co., Ltd You youyue 6 specific objects privately issued 34982142 ordinary shares (A shares) at an issue price of 22.40 yuan per share. As of August 4, 2016, the company had raised a total of 783599980.80 yuan. After deducting the issuance fee of 21099982.14 yuan, the net amount raised was 76249998.66 yuan.
In view of the fact that the company has not raised funds through the securities specified in the measures for the administration of securities issuance of listed companies such as allotment, additional issuance and convertible corporate bonds in the last five fiscal years, and the arrival time of the company's previously raised funds has reached five fiscal years, the company does not need to prepare a report on the use of the previously raised funds in this non-public offering. Mr. Mao Wei, a related director, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 The proposal on establishing a special storage account for the raised funds of non-public development banks was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
In accordance with relevant laws and regulations and the requirements of the company's raised funds management system, the company shall establish a special storage account for raised funds for this non-public offering of shares. After the completion of this non-public offering, the raised funds shall be deposited in the above-mentioned special storage account for raised funds determined by the board of directors for centralized management, and a tripartite supervision agreement for raised funds shall be signed with the bank and the sponsor.
Mr. Mao Wei, a related director, avoided voting on this proposal.
7、 The proposal on the company's 2022 non-public development bank stock diluted immediate return filling measures and relevant commitments was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
In accordance with the relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding 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 (CSRC announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, The company has carefully analyzed the impact of this offering on the dilution of immediate return. For details, please refer to the filling measures for diluted immediate return of Hongbo Co.Ltd(002229) non-public Development Bank shares and commitments of relevant subjects disclosed by the company on cninfo.com on January 25, 2022.
Mr. Mao Wei, a related director, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on signing a conditional share subscription agreement and related party transactions between the company and the subscriber was deliberated and adopted by 5 votes in favor, 0 votes against and 0 abstentions;
According to the issuance plan of the company's non-public offering of shares, the company plans to sign the conditional effective share subscription agreement with the subscription object Lujie electronics. Since Lujie electronics is an enterprise controlled by Mr. Mao Wei, the chairman and actual controller of the company, Lujie electronics is an affiliated party of the company according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, The company's non-public offering of shares constitutes a connected transaction. For details, please refer to the announcement on related party transactions involving non-public Development Bank shares (Announcement No.: 2022-011) disclosed by the company in the securities times and cninfo.com on January 25, 2022.
The independent directors of the company have issued their prior approval opinions and independent opinions. For details, please refer to the prior approval opinions of independent directors on matters related to the 30th meeting of the Fifth Board of directors and independent opinions on matters related to the 30th meeting of the Fifth Board of directors disclosed by the company on cninfo.com on January 25, 2022.
Mr. Mao Wei, a related director, avoided voting on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 With 6 affirmative votes, 0 negative votes and 0 abstention votes, the "on the company's future three years (202)" was deliberated and adopted
