China Securities Co.Ltd(601066)
About Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Verification opinions on the listing and circulation of non-public issuance of restricted shares
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution to undertake the continuous supervision of Yuan Longping High-Tech Agriculture Co.Ltd(000998) (hereinafter referred to as ” Yuan Longping High-Tech Agriculture Co.Ltd(000998) ” or “company”) non-public offering of shares in 2016, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, The company conducted careful verification on the application for listing and circulation of non-public offering of some restricted shares in 2016. The details of the verification are as follows:
1、 Basic information on the acquisition of restricted shares this time
The company held the fourth (Interim) meeting of the sixth board of directors and the second (Interim) general meeting of shareholders in 2014 on September 29, 2014 and October 16, 2014 respectively, and deliberated and adopted the Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on the company’s compliance with the conditions for non-public development and issuance of A-Shares and Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on non-public issuance of a shares, etc, The company is approved to issue a total of 301 million non-public shares to specific objects, with a sales restriction period of 36 months, the total amount of funds raised does not exceed 3575.88 million yuan (including), and the issue price is 11.88 yuan / share. The issuing objects include: CITIC Industrial Group Co., Ltd. (hereinafter referred to as “Zhongxin Xingye”), CITIC Construction Co., Ltd. (hereinafter referred to as “CITIC construction”) Shenzhen Xinnong Investment Center (limited partnership) (hereinafter referred to as “Xinnong investment”), modern seed industry development fund Co., Ltd. (hereinafter referred to as “modern seed industry fund”) and huitianfu advantageous enterprise fixed growth plan No. 5 asset management plan (hereinafter referred to as “huitianfu”).
The company held the 14th (Interim) meeting of the 6th board of directors and the first (Interim) general meeting of shareholders in 2015 on May 20, 2015 and June 29, 2015 respectively, and deliberated and adopted Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on Revising the plan for non-public development of A-Shares and Yuan Longping High-Tech Agriculture Co.Ltd(000998) proposal on Revising the plan for non-public issuance of a shares, etc, The non-public offering plan has been revised. After the amendment, the number of shares issued by the company in non-public offering is reduced from no more than 301 million shares to no more than 259 million shares, the total amount of funds raised is reduced from no more than 3575.88 million yuan (inclusive) to no more than 3076.92 million yuan (inclusive), and the sales restriction period of shares issued is extended from 36 months to 60 months. In addition to the above matters, the issuing objects of non-public offering The issuing price and pricing method will not change.
The company held the 2014 annual general meeting of shareholders on May 18, 2015, deliberated and approved the profit distribution plan for Yuan Longping High-Tech Agriculture Co.Ltd(000998) 2014, and agreed to distribute a cash dividend of RMB 0.50 (including tax) for every 10 shares to all shareholders registered on the equity registration date based on the total share capital of the company of 996.1 million shares. The above equity distribution plan was implemented on June 10, 2015. According to the company’s non-public offering plan, after the implementation of annual equity distribution in 2014, the non-public offering price was adjusted to 11.83 yuan / share, and the total number of issued shares was adjusted to no more than 260094674 shares.
On August 12, 2015, the company’s application for non-public offering of A-Shares was approved after being reviewed by the issuance Review Committee of China Securities Regulatory Commission. On December 16, 2015, the CSRC approved and issued the reply on approving Yuan Longping High-Tech Agriculture Co.Ltd(000998) non-public Development Bank shares (zjxk [2015] No. 2954), approving the company to issue no more than 260094674 new shares to CITIC industrial, CITIC construction, Xinnong investment, modern seed industry fund and huitianfu non-public. On January 20, 2016, the additional shares were listed and officially included in the register of shareholders of listed companies. The additional shares were tradable shares with limited sales conditions, and the sales restriction period was until January 19, 2021.
Serial No. subscription amount of registered shares (shares) of issuing object (yuan) sales restriction period (month)
1 CITIC Industrial 109460693 1294919998.19 60
2 CITIC construction 84355029 997919993.07 60
3 Xinnong investment 42177515 498960002.45 60
4 modern seed industry fund 4016906 47519997.98 60
5 huitianfu 20084531 23760001.73 60
Total 260094674 3076919993.42-
Note: the restricted shares of the company held by Xinnong investment, modern seed industry fund and huitianfu through this non-public offering have been listed and circulated on January 26, 2021.
On November 16, 2018, CITIC Industrial and CITIC construction signed the share transfer agreement with CITIC Agricultural Technology Co., Ltd. (hereinafter referred to as “CITIC agriculture”) respectively. CITIC Industrial transferred 109460693 restricted shares of the company and CITIC construction transferred 84355029 restricted shares of the company to CITIC agriculture through agreement transfer. After the transfer, CITIC Agriculture held 217815722 shares of the company, accounting for 17.34% of the total share capital of the company at that time (including 193815722 restricted shares, accounting for 15.43% of the total share capital of the company at that time), becoming the largest shareholder of the company; CITIC Industrial and CITIC construction no longer hold shares of the company (including restricted shares). After the completion of the transfer of the restricted shares agreement, CITIC agriculture promised to add a 12-month restricted period after the end of the restricted period of the transferred restricted shares, that is, to January 20, 2022.
2、 Commitments and performance made by the holders of tradable restricted shares this time
The shareholders of CITIC agriculture shall abide by the following commitments:
Commitment party commitment type commitment content commitment time commitment period performance
After the end of the restricted sale period of the transferred restricted shares, an additional 12 shares shall be added
The sales restriction period of CITIC Agricultural Technology Co., Ltd. is one month, that is, it will not be completed before January 20, 2022, and the promise of the company to reduce or transfer the transferred shares will not be completed by April 20, 2019
Repurchase the shares transferred this time, and then press the China Securities Regulatory Commission and Shenzhen
The relevant provisions of Shenzhen Stock Exchange shall be implemented.
CITIC Agricultural Technology Co., Ltd
Yuan Longping High-Tech Agriculture Co.Ltd(000998) commitments on related party transactions are as follows:
1. Commitment parties and enterprises under their control or influence will try to avoid
And reduce the relationship with Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries
Linked transactions can be communicated to Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries
Transactions between the market and independent third parties will be handled by long
Pinggaoke and its subsidiaries cooperate with independent third parties. Accept
Enterprises controlled or influenced by Norway will strictly avoid going to longpinggao
Borrowing and occupation of Yuan Longping High-Tech Agriculture Co.Ltd(000998) by branch and its subsidiaries
Funds of subsidiaries or adopted by Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries
The company embezzles Yuan Longping High-Tech Agriculture Co.Ltd(000998) capital by means of advances and debt compensation
Kim.
2. For the commitment party and the enterprises under its control or influence
All necessary transaction banks between Gaoke and its subsidiaries
In line with the principle of equality and mutual benefit
The principle of fair and reasonable compensation. transaction
If CITIC agricultural technology has government pricing on related party transaction pricing, the government pricing shall be implemented; If the government does not normally perform the price promised by the joint stock limited company during the April 2019 shareholding period, the market fair price shall be implemented; No government pricing and mid April
If there is no market price to refer to, it shall be calculated according to the cost plus comparable price
Manage the profit level and determine the cost price.
3. Commitment parties and enterprises under their control or influence and Yuan Longping High-Tech Agriculture Co.Ltd(000998)
The related party transactions between and its subsidiaries will be strictly observed
Yuan Longping High-Tech Agriculture Co.Ltd(000998) the articles of association, related party transaction management system and other provisions shall be implemented
Necessary legal procedures. In the Yuan Longping High-Tech Agriculture Co.Ltd(000998) authority
Take the initiative to perform the avoidance obligation according to law when related party transactions are involved; yes
Related party transactions that must be reported to the competent authority for deliberation
It can only be implemented after deliberation and approval by the agency.
4. The commitment party guarantees not to obtain any incorrect information through related party transactions
The interests of Yuan Longping High-Tech Agriculture Co.Ltd(000998) and its subsidiaries may be borne by Yuan Longping High-Tech Agriculture Co.Ltd(000998)
Any improper obligation. If due to breach of the above commitments
Loss of Yuan Longping High-Tech Agriculture Co.Ltd(000998) or its subsidiaries or use of related party transactions
Longping is liable to encroach on the interests of Yuan Longping High-Tech Agriculture Co.Ltd(000998) or its subsidiaries
The losses of Gaoke and its subsidiaries shall be borne by the commitment party.
5. This letter of commitment shall come into force from the date of issuance and shall be signed by the commitment party
Commitment party commitment type commitment content commitment time commitment period performance
As the largest shareholder of Yuan Longping High-Tech Agriculture Co.Ltd(000998) or its affiliates
Continuously effective.
CITIC Agricultural Technology Co., Ltd
The branch’s commitments on horizontal competition are as follows:
1. As of the date of signing this letter of commitment, the company and the company
None of the controlled companies has directly or indirectly operated any listed companies
The business of the company and its subsidiaries constitutes competition or
Business that can constitute competition, and has not participated in any investment and listing
The business operated by the company and its subsidiaries constitutes competition or
Other companies that may compete.
2. From the date of signing this letter of commitment, the company and the company
The controlled company will not directly or indirectly operate any listed company
The business operated by the company and its subsidiaries constitutes competition or
May constitute competition
