Securities code: 600298 securities abbreviation: Angel Yeast Co.Ltd(600298) Angel Yeast Co.Ltd(600298)
Plan for non-public offering of A-Shares in 2021
(Second Revision)
February, 2002
Issuer statement
The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
After the completion of this non-public offering of shares, the company shall be responsible for the changes in the company's operation and income; The investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
The company's plan for this non-public offering of shares is the description of the company's board of directors on this non-public offering of shares. Any statement to the contrary is untrue.
The matters mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan still need to be approved or approved by the relevant examination and approval authorities.
Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan.
1. The matters related to the non-public offering of A-Shares of the company have been deliberated and approved by the 31st meeting of the 8th board of directors, the 34th meeting of the 8th board of directors, the 5th extraordinary general meeting of shareholders in 2021 and the 38th meeting of the 8th board of directors, and have been approved by the competent State-owned Assets examination and approval authority. According to the company law, the securities law, 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, this non-public offering can only be implemented after being approved by the CSRC.
2. The objects of this non-public offering are no more than 35 specific objects, including securities investment fund management companies, securities companies, trust and investment companies, finance companies, insurance institutional investors, asset management companies, qualified overseas institutional investors, other domestic legal person investors and natural persons in accordance with the provisions of the CSRC. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional 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 issuance object shall be authorized by the general meeting of shareholders of the company. After obtaining the issuance approval document of the CSRC, the board of directors shall negotiate with the sponsor (lead underwriter) of the issuance according to the inquiry results in accordance with the provisions of laws, regulations and normative documents.
All issuers subscribe for the shares of this non-public offering in RMB cash.
3. The pricing benchmark date of this non-public offering is the first day of the issuance period. The issuance price shall not be lower than 80% of the average trading price of the company's shares 20 trading days before the pricing base date (excluding the pricing base date, the same below) (i.e. "the issuance reserve price of this issuance").
The average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date. In case of ex right and ex interest matters such as cash dividends, bonus shares and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance reserve price of this non-public offering of shares will be adjusted accordingly. The adjustment method is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Distribution of cash dividends and bonus shares or conversion to share capital: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted into share capital per share, and P1 is the issue price after adjustment.
On the basis of the above-mentioned issuance reserve price, the final issuance price shall be determined by the board of directors authorized by the general meeting of shareholders of the company through consultation with the sponsor (lead underwriter) of this issuance according to the inquiry results in accordance with the provisions of laws, regulations and normative documents after obtaining the issuance approval documents of the CSRC.
4. After the reduction, the total amount of funds raised in this non-public offering is expected to be no more than 1410 million yuan (including this amount). The number of shares in this non-public offering is the total amount of raised funds divided by the issue price, and shall not exceed 40 million shares (including this number). Within the above scope, with the authorization of the general meeting of shareholders, the board of directors shall negotiate with the sponsor (lead underwriter) to determine the final issuance quantity in accordance with the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant provisions and the actual subscription. During the period from the announcement date of the resolution of the board of directors on the non-public offering to the issuance, if the company has any changes in share capital such as bonus shares, conversion of capital reserve into share capital, additional issuance of new shares, allotment of shares, repurchase and so on, the upper limit of the number of shares issued this time will also be adjusted accordingly.
5. After the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within six months from the date of completion of the offering, and then shall be implemented in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange.
During the above-mentioned share lock-in period, the issuing object shall also abide by the above-mentioned provisions for the additional derivative shares of the non-public offering shares obtained from its subscription due to the company's bonus shares, the conversion of capital reserve into share capital and other matters.
If laws, regulations and normative documents have other provisions on the lock-in period of this non-public shares subscribed by the issuing object and the future reduction arrangement, such provisions shall prevail.
6. After deducting 589.23 million yuan of funds provided to Angel financial leasing from six months before the resolution date of the first board of directors to this offering, the total amount of funds raised from this non-public offering of shares shall not exceed 2 million yuan (including this amount) to no more than 1410 million yuan (including this amount), taking into account the company's development strategy, project implementation priorities and other factors, After deducting relevant issuance expenses, the raised funds will be used to invest in the following projects:
Unit: 10000 yuan
Total amount of funds to be raised after the first announcement of the plan minus the total amount of funds to be used for the project
1 yeast green production base construction project 131706.00 93000.00 93000.00
2. Green manufacturing items with an annual output of 25000 tons of yeast products 74730.00 54730.00 mesh
No. project name the plan for the first announcement of the total investment of the project is to use the amount of raised funds after this reduction
3. Green manufacturing project of new enzyme preparation with an annual output of 5000 tons 33988.00 29988.00 29988.00
4. Supplementary working capital 22282.00 22282.00 18012.00
Total 262706.00 200000.00 141000.00
On the premise of not changing the projects to be invested by the raised funds, with the authorization of the general meeting of shareholders, the board of directors may adjust the amount of raised funds invested in the above-mentioned single or multiple investment projects (excluding the green manufacturing project of 25000 tons of yeast products per year).
If the actual raised funds after deducting the issuance expenses in this non-public offering are less than the total amount of the raised funds proposed to be invested in the above projects, the company will adjust the priority of the raised funds and the specific investment amount of each project according to the actual net amount of the raised funds and the priorities of the projects, and the insufficient part of the raised funds 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 its own funds or self raised funds according to the actual progress of the raised investment project, and replace them according to the relevant procedures after the raised funds are in place. 7. After the completion of this non-public offering of shares, the controlling shareholders and actual controllers of the company remain unchanged, which will not lead to the company's equity distribution not meeting the listing conditions.
8. The accumulated undistributed profits of the company before the non-public offering of shares shall be shared by the new and old shareholders after the completion of the offering.
9. In order to further enhance the transparency of the company's cash dividends and continuously improve the decision-making procedures and mechanisms of the board of directors and the general meeting of shareholders on the company's profit distribution, according to the provisions of the notice on further implementing the matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the CSRC, The company held the 31st meeting of the 8th board of directors and the 5th extraordinary general meeting of shareholders in 2021, and deliberated and approved the plan for shareholders' dividend return in the next three years (2021-2023).
The company's current cash dividend policy meets the relevant requirements of the CSRC, the dividend standard and proportion are clear and clear, and the relevant decision-making and mechanism are complete, which fully protects the legitimate rights and interests of small and medium-sized investors. For specific profit distribution policies and dividends, please refer to "section IV dividend distribution of the issuer" of this plan.
10. 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), As well as the guidance on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31) and other relevant provisions of the CSRC, the company has formulated measures to fill the diluted immediate return after this non-public offering. The controlling shareholders, directors and senior managers of the company have made commitments to the effective implementation of the company's measures to fill the return. For relevant measures and commitments, please refer to "v. specific filling measures for the diluted immediate return of this non-public offering" and "VI. commitments issued by relevant subjects" in "section V analysis of diluted immediate return of this non-public offering" of this plan. The company's formulation of the above measures to fill in the return does not mean any guarantee for the company's future profits. Please pay attention to the investment risks.
catalogue
The issuer declares that 2 special tips 3 catalog 7 interpretation nine
Summary of the first non-public offering of A-Shares ten
1、 Basic information of the issuer 10 II. Background and purpose of this non-public offering 10 III. summary of the non-public offering plan 13 IV. whether this issuance constitutes a connected transaction 16 v. does this issuance lead to changes in the company's control 16 VI. procedures for the issuance plan to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds 18 I. plan for the use of funds raised in this non-public offering 18 II. Analysis on the feasibility and necessity of the investment project with the raised funds 18 III. The impact of this non-public offering on the operation, management and financial status of the company 26 IV. conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 27 I. The impact of this offering on the company's business, articles of association, shareholder structure, senior management structure and business income structure
Changes twenty-seven
2、 Changes in the company's financial position, profitability and cash flow after the issuance 28 III. business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates
And other changes 28 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates,
Or the guarantee provided by the listed company for the controlling shareholder and its affiliates 29 v. whether the company's debt structure is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Is there a situation that the debt ratio is too low and the financial cost is unreasonable twenty-nine
6、 Description of risks related to this stock issuance twenty-nine
Section IV dividend distribution of the issuer 32 I. The company's profit distribution policy 32 II. Profit distribution and use of undistributed profits of the company in the last three years 34 III. The company's shareholder return plan for the next three years (2021-2023) Section V analysis of diluted immediate return of this non-public offering of shares 40 I. The impact of the diluted immediate return of this non-public offering on the company's main financial indicators 40 II. Risk tips on the diluted immediate return of this non-public offering 42 III. necessity and rationality of this non-public offering 42 IV. investment projects of the raised funds and
