Securities code: 002229 securities abbreviation: Hongbo Co.Ltd(002229) Announcement No.: 2022-008 Hongbo Co.Ltd(002229)
Announcement of resolutions of the 23rd Meeting of the 5th 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.
The 23rd Meeting of the 5th board of supervisors (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 Guanhai, No. 26, Nanjiang Binxi Avenue, Cangshan District, Fuzhou. The notice of the meeting was delivered to all supervisors and senior managers by personal delivery, fax and e-mail on January 21, 2022. Three supervisors should be present at this meeting and three actually present. The convening and convening of the meeting shall comply with the relevant provisions of the company law of the people’s Republic of China and the articles of association.
The meeting was convened and presided over by Mr. Hu Wei, chairman of the board of supervisors. The attending supervisors 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 3 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 actual situation and relevant matters of the company have been checked item by item according to the qualifications and relevant conditions of non-public issuance of shares by listed companies, It is believed that the company has the qualification and conditions for non-public offering of shares.
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
Yuan.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 in favor, 0 against and 0 abstention, which was adopted after deliberation.
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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 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.
Voting results: 3 in favor, 0 against and 0 abstention, which was adopted after deliberation.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on the company’s 2022 non-public stock development plan was deliberated and adopted by 3 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.
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 3 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.
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 deliberated and adopted item by item by vote of 3 in favor, 0 against and 0 abstention;
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. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6、 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 3 votes in favor, 0 votes against and 0 abstentions;
According to the opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the 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 (GBF [2013] No. 110) In accordance with the relevant provisions of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return in major asset restructuring (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 issuance on dilution of immediate return, For details, please refer to Hongbo Co.Ltd(002229) non public development bank stock diluted immediate return filling measures and relevant subject commitments disclosed by the company on cninfo.com on January 25, 2022.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7、 The proposal on signing a conditional share subscription agreement and related party transactions between the company and the subscriber was deliberated and adopted by 3 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.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
8、 The proposal on the company’s dividend return planning for shareholders in the next three years (2022-2024) was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions;
In order to further refine and improve the company’s sustained and stable dividend return mechanism, actively repay the majority of investors and safeguard the legitimate rights and interests of investors (especially small and medium-sized investors), according to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by the CSRC According to the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (CSRC announcement [2022] No. 3) and the articles of association, the company has formulated the plan for shareholders’ dividend return in the next three years (2022-2024),
For details, please refer to the relevant announcement disclosed by the company on cninfo.com on January 25, 2022.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 The proposal on requesting the general meeting of shareholders of the company to consider and approve the exemption of Henan Lujie Electronic Technology Center (limited partnership) from issuing an offer was deliberated and adopted by 3 votes in favor, 0 votes against and 0 abstentions;
According to the relevant provisions of Article 63 of the measures for the administration of the acquisition of listed companies, in view of the fact that Lujie electronics and its concerted actors Henan Yutai Holding Co., Ltd. and Henan Huiyi Holding Co., Ltd. have more than 30% of the issued shares of the company due to the subscription of new shares issued to it by the company, In addition, Lujie electronics has promised that the shares obtained in this offering will not be transferred within 36 months from the date of listing, and agreed to submit to the general meeting of shareholders for deliberation and approval to exempt Lujie electronics from issuing an offer.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10、 The proposal on and its summary was considered and adopted by 3 votes in favor, 0 votes against and 0 abstentions;
After verification, the board of supervisors of the company believes that the contents of the Hongbo Co.Ltd(002229) 2022 restricted stock incentive plan (Draft) and its abstract formulated by the company comply with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the law on the administration of equity incentive of listed companies and so on. The board of directors of the company
