Securities code: 600298 securities abbreviation: Angel Yeast Co.Ltd(600298) Lin 2022-018 Angel Yeast Co.Ltd(600298)
Announcement on adjusting the company’s plan for non-public offering of A-Shares in 2021
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.
On July 21, 2021, Angel Yeast Co.Ltd(600298) (hereinafter referred to as the company) held the 31st meeting of the eighth board of directors, deliberated and adopted the proposal on the company’s non-public development and issuance of A-Shares in 2021 and other proposals. On October 22, 2021, the company held the 34th meeting of the 8th board of directors, deliberated and adopted the proposal on adjusting the company’s non-public development and issuance of A-Shares in 2021 and other proposals.
On November 8, 2021, the company held the fifth extraordinary general meeting of shareholders to review the relevant proposals related to the company’s non-public offering, and authorized the board of directors to handle the matters related to the non-public offering of a shares.
On February 18, 2022, the company held the 38th meeting of the 8th board of directors, deliberated and passed the proposal on adjusting the company’s non-public development and issuance of A-Shares in 2021 and other proposals.
In accordance with 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 relevant regulatory requirements, and in combination with the actual situation of the company, the total amount of funds raised from this non-public offering of shares is calculated
The specific adjustments are as follows:
Before adjustment:
10、 Purpose of raised funds
The total amount of funds raised in this non-public offering of shares does not exceed 2 million yuan (including this amount). The raised funds will be used to invest in the following projects after deducting relevant issuance expenses:
Unit: 10000 yuan
No. project name total investment amount of the project proposed amount of raised funds
1 yeast green production base construction 131706.00 93000.00 project
2 green manufacturing project with an annual output of 25000 tons of yeast products 74730.00 54730.00
3. Green manufacturing project of new enzyme 33988.00 29988.00 agent with an annual output of 5000 tons
4. Supplementary working capital 22282.00 22282.00
Total 262706.00 200000.00
On the premise of not changing the projects to be invested by the raised funds, the board of directors may adjust the investment amount of the raised funds of the above-mentioned single or multiple investment projects with the authorization of the general meeting of shareholders. 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.
After adjustment:
10、 Purpose of raised funds
Deduct the amount from six months before the date of the first resolution of the board of directors to this issuance
After 589.23 million yuan of funds provided to Angel financial leasing before the trip, this non-public
The total amount of funds raised from the shares of the development bank shall not exceed 2 million yuan (including this amount)
Reduce it to no more than 1410 million yuan (including this amount), and comprehensively consider the development of the company
Strategy, project implementation priorities and other factors, the raised funds shall be deducted from the relevant issuance fees
After use, it will be used to invest in the following projects:
Unit: 10000 yuan
Project Name: the plan for the first announcement of the total investment of the project is intended to make the amount to be used after this reduction, the amount to be used, the amount to be raised, and the amount to be raised
1 yeast green production base 131706.00 93000.00 93000.00 construction project
2 green manufacturing project of yeast products with an annual output of 25000 tons
New type with annual output of 5000 tons
3. Green manufacturing item of enzyme preparation 33988.00 29988.00 29988.00
4. Supplementary working capital 22282.00 22282.00 18012.00
Total 262706.00 200000.00 141000.00
Without changing the proposed investment projects of the raised funds, the shareholders
With the authorization of the board of directors, the board of directors may invest in the above-mentioned single or multiple investment projects (excluding the annual
The investment amount of raised funds for the production of 25000 tons of yeast products (green manufacturing project) was increased
Row adjustment. If the actual raised funds after deducting the issuance expenses in this non-public offering
If it is less than the total amount of funds raised for the above projects, the company will raise funds according to the actual situation
The net amount of raised funds shall be adjusted according to the priorities of the project
The priority and the specific investment amount of each project are arranged, and the raised funds are insufficient
Some of them are self raised by the company. Before the funds raised in this non-public offering are in place,
The company will invest with its own funds or self raised funds according to the actual progress of the raised investment project, and replace it according to the relevant procedures after the raised funds are in place.
In addition to the above adjustments, other contents of the non-public offering of A-Shares remain unchanged. The adjusted plan for non-public offering of A-Shares (Second Revision) is detailed in the annex.
According to the authorization of the fifth extraordinary general meeting of shareholders of the company in 2021 to the board of directors, the adjusted issuance plan does not need to be submitted to the general meeting of shareholders of the company for deliberation. This issuance can be implemented only after being approved by the securities regulatory department.
It is hereby announced.
Angel Yeast Co.Ltd(600298) board of directors February 19, 2022
Annex: Angel Yeast Co.Ltd(600298) 2021 non-public offering of A-Shares (Second Revision)
enclosure
Angel Yeast Co.Ltd(600298)
Non public offering of A-Shares in 2021 (Second Revision)
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 by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other relevant laws, regulations, normative documents and relevant regulatory requirements, and in combination with the actual situation of the company, The specific plan of the company’s non-public offering of shares to specific objects (hereinafter referred to as “the offering”) is as follows: I. type and par value of shares issued
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
2、 Issuing method and time
All the shares issued this time are non-public issued to specific objects, and the company will choose an appropriate time to implement it within the validity period of obtaining the approval of the CSRC on this issuance.
3、 Issuing object and subscription method
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.
After the non-public offering is approved by the CSRC, the board of directors authorized by the general meeting of shareholders of the company will negotiate with the sponsor (lead underwriter) of the offering according to the inquiry results of the offering.
All issuers will subscribe for the shares of this non-public offering in RMB cash.
4、 Issue price and pricing principle
The pricing base date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company’s shares 20 trading days before the pricing base date (hereinafter referred to as the “issuance base price”).
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)
Bonus shares or converted share capital shall be given when cash dividends are distributed: 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 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 will be determined by the board of directors of the company and the sponsor (lead underwriter) in the form of competitive price within the scope of authorization of the general meeting of shareholders after the company obtains the approval and reply of the CSRC on the issuance.
5、 Number of issues
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.
If the company’s shares are subject to changes in share capital such as dividend distribution, share distribution, repurchase and conversion of capital reserve into share capital between the announcement date of the resolution of the board of directors and the issuance date, the upper limit of the number of shares issued this time shall also be adjusted accordingly.
6、 Restricted period
After the completion of this non-public offering, the shares of the company subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering, and then shall be implemented in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
During the above share lock-in period, the shares derived from the shares issued this time subscribed by the issuing object due to the company’s bonus shares, the conversion of capital reserve into share capital and other matters shall also comply with the above share restriction arrangement.
7、 Listing location
The non-public offering of A-Shares will apply for listing on the Shanghai Stock Exchange.
8、 Accumulated profit arrangement before this non-public offering
The undistributed profits accumulated by the company before this non-public offering shall be paid by this offering
New and old shareholders to share after completion.
9、 Validity period of this non-public offering resolution
The non-public resolution of the shareholders’ meeting shall be adopted from the date of deliberation
Valid for 12 months from.
10、 Purpose of raised funds
Deduct the amount from six months before the date of the first resolution of the board of directors to this issuance
After 589.23 million yuan of funds provided to Angel financial leasing before the trip, this non-public
The total amount of funds raised from the shares of the development bank shall not exceed 2 million yuan (including this amount)
Reduce it to no more than 1410 million yuan (including this amount), and comprehensively consider the development of the company
Strategy, project implementation priorities and other factors, the raised funds shall be deducted from the relevant issuance fees
After use, it will be used to invest in the following projects:
Unit: 10000 yuan
Project Name: the plan for the first announcement of the total investment of the project is intended to make the amount to be used after this reduction, the amount to be used, the amount to be raised, and the amount to be raised
1 yeast green production base 131706.00 93000.00 93000.00 construction project
2. Annual output
