Citic Securities Company Limited(600030)
About Muyuan Foods Co.Ltd(002714) non-public offering of a shares
Verification opinions on related party transactions
In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and other relevant provisions, Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the continuous supervision organization of Muyuan Foods Co.Ltd(002714) (hereinafter referred to as ” Muyuan Foods Co.Ltd(002714) ” and “company”), carefully and prudently verified the related party transactions involved in Muyuan Foods Co.Ltd(002714) non-public offering of a shares, and issued the following verification opinions: I. overview of related party transactions
(I) transactions
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company” or ” Muyuan Foods Co.Ltd(002714) “) intends to issue a total of not less than 124347178 shares (including this number) and not more than 149216612 shares (hereinafter referred to as “this offering”, “this non-public offering” and “this non-public offering”) to specific objects by means of non-public offering, All the shares of this non-public offering are subscribed by the company’s controlling shareholder Muyuan Industrial Group Co., Ltd. (hereinafter referred to as “muyuan group”), and the subscription amount is not less than 500 million yuan (including this amount) and not more than 600 million yuan (including this amount).
On October 18, 2021, the company and Muyuan Group signed the subscription agreement between Muyuan Foods Co.Ltd(002714) and Muyuan Industrial Group Co., Ltd. on the conditional effectiveness of Muyuan Foods Co.Ltd(002714) non-public development of A-share shares; On February 25, 2022, the company and Muyuan Group signed the supplementary agreement of Muyuan Foods Co.Ltd(002714) and Muyuan Industrial Group Co., Ltd. on the conditional entry into force of Muyuan Foods Co.Ltd(002714) non-public development of A-share shares.
(II) relationship
According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the non-public issuance of A-Shares by muyuan group to muyuan group constitutes a connected transaction.
(III) implementation of approval procedures
The related party transaction proposal and adjustment proposal have been deliberated and passed at the second meeting of the Fourth Board of directors held on October 18, 2021, the fourth extraordinary general meeting of shareholders held on November 3, 2021 and the sixth meeting of the Fourth Board of directors held on February 25, 2022. When considering the related party transaction proposal, the related directors have avoided voting.
Before being submitted to the board of directors of the company for deliberation, the independent directors of the company reviewed the above matters related to related party transactions, issued prior approval opinions, and agreed to submit the related party transactions to the second meeting of the Fourth Board of directors and the sixth meeting of the Fourth Board of directors for deliberation. When the board of directors deliberated on the related party transactions, the independent directors unanimously agreed on the related party transactions and expressed independent opinions.
(IV) approval procedures to be performed
This connected transaction can only be implemented after being approved by the CSRC. 2、 Basic information of related parties
(I) basic information
Enterprise name: Muyuan Industrial Group Co., Ltd
Company domicile: Yangzhai village, Guanzhang Town, Neixiang County, Henan Province
Legal representative: Qian Ying
Date of establishment: June 27, 2008
The registered capital is 600 million yuan
General items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Fertilizer sales; Sewage treatment and recycling (except those subject to approval according to law)
In addition to the project, carry out business activities independently according to the law with the business license) licensed project: real estate development
Business scope: distribution and operation; Liquor business; Food business; Retail of tobacco products; Fertilizer production; Goods in
Export Technology import and export (projects that must be approved according to law can only be approved by relevant departments
To carry out business activities, the specific business items shall be subject to the approval documents or licenses of relevant departments
(quasi)
(II) equity control relationship
The equity structure of muyuan group is as follows:
(III) main business of muyuan group
Muyuan group was founded in June 2008. In the past three years, it has mainly engaged in organic fertilizer, ecological agriculture and foreign investment. Its business scope includes technical service, technology development, technical consultation, technology exchange, technology transfer and technology promotion; Fertilizer sales; Sewage treatment and recycling; Real estate development and operation; Liquor business; Food business; Retail of tobacco products; Fertilizer production; Import and export of goods; Technology import and export.
(IV) main financial data of muyuan group in the last year
The main financial data of the parent company’s financial statements of muyuan group in the latest year are as follows:
Unit: 10000 yuan
Project year 2020 / December 31, 2020
Total assets 1517071.54
Net assets 821589.13
Operating income 6751.10
Net profit 43419.25
Note: the above financial data have been audited by zhongxinghua Certified Public Accountants (special general partnership).
(V) punishment, litigation, arbitration and integrity in the last five years
Muyuan group and its directors, supervisors and senior managers have not received administrative punishment (except those obviously unrelated to the securities market), criminal punishment or major civil litigation or arbitration related to economic disputes in the past five years.
(VI) horizontal competition and related party transactions after the issuance
Muyuan group and its controlling shareholders, actual controllers and other enterprises under their control will not compete with the company due to this issuance.
Muyuan group is the controlling shareholder of the company, and its subscription for the company’s non-public offering constitutes a related party transaction. In addition, this issuance will not lead to other related party transactions between the company and muyuan group. 3、 Basic information of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company.
4、 Transaction pricing policy and pricing basis
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the second meeting of the Fourth Board of directors (October 19, 2021), and the issue price is 40.21 yuan / share, Not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (excluding the pricing benchmark date) (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 shares in the 20 trading days before the pricing benchmark date / the total trading volume of the shares in the 20 trading days before the pricing benchmark date).
In case of ex right 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 price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n. 5、 Main contents of the transaction agreement
The main contents of the transaction agreement between the company and the subscription object muyuan group are detailed in the announcement of Muyuan Foods Co.Ltd(002714) on signing conditional and effective share subscription agreement with specific objects and the announcement of Muyuan Foods Co.Ltd(002714) on signing supplementary agreement of conditional and effective share subscription agreement with specific objects disclosed by the company. 6、 Other arrangements involving connected transactions
This non-public offering of A-Shares does not involve other arrangements for related party transactions.
7、 Transaction purpose and impact on Listed Companies
(I) purpose of this connected transaction
1. Optimize financial structure and reduce financial risks
At the end of 2018, 2019, 2020 and September 2021, the company’s asset liability ratio was 54.07%, 40.04%, 46.09% and 57.77% respectively. With the continuous investment in capacity expansion and the gradual growth of business scale, the company’s asset liability ratio has shown a certain upward trend since 2019. The funds raised through this non-public offering of shares are used to supplement working capital, which will effectively improve the company’s asset liability structure, enhance financial stability and prevent financial risks. At the same time, the net assets of the company will be greatly improved and the asset structure will be more stable, which is conducive to improving the company’s anti risk ability, improving the company’s solvency and subsequent financing ability, and ensuring the sustainable, stable and healthy development of the company.
2. Enhance the company’s strength and meet the needs of future business development
In 2018, 2019, 2020 and January September 2021, the company achieved total operating revenue of RMB 13.388 billion, RMB 20.221 billion, RMB 56.277 billion and RMB 56.282 billion, and net profits attributable to shareholders of listed companies of RMB 520 million, RMB 6.114 billion, RMB 27.451 billion and RMB 8.704 billion. By the end of September 2021, the total assets of the company were 169.205 billion yuan, and the net assets attributable to shareholders of listed companies were 56.199 billion yuan. With the expansion of business scale, the capital expenditure and working capital required for the normal operation and sustainable development of the company will increase rapidly. In addition to the investment in fixed assets such as breeding project construction, a large amount of working capital is also required to ensure important daily production and operation activities such as raw grain procurement. Replenishing working capital will help to improve the company’s comprehensive operating strength and enhance the company’s market competitiveness.
3. Demonstrating the firm confidence of the company’s controlling shareholders and actual controllers in the future development of the company is conducive to ensuring the sustainable, stable and healthy development of the company
Muyuan group, the controlling shareholder of the company, fully subscribed for the shares of the company’s non-public offering, which fully demonstrated the determination of the controlling shareholders and actual controllers of the company to support the company and their firm confidence in the future development of the company, which is conducive to ensuring the sustainable, stable and healthy development of the company and transmitting positive signals to the market and minority shareholders.
(II) impact of this connected transaction on the company
1. The impact of this non-public offering on the company’s operation and management
The raised funds are used to supplement working capital, which will help optimize the company’s capital structure, improve the company’s anti risk ability, improve the company’s business scale and capital strength, improve the company’s market competitiveness, improve the company’s overall profitability and sustainable operation ability, and promote the company to enter a new stage of development.
2. Impact of this non-public offering on the company’s financial position
After this issuance, the total assets and net assets of the company will increase at the same time, the proportion of current assets, especially monetary funds, will increase, and the asset liability ratio will decrease, which is conducive to optimizing the company’s capital structure, reducing the company’s financial costs and financial risks, improving the company’s solvency and subsequent financing ability, and enhancing the company’s sustainable operation ability.
After the implementation of this non-public offering, it will further improve the asset quality of the company, enhance the core competitiveness of the company, and promote the sustainable and healthy development of the company, which is in line with the interests of the company and all shareholders. 8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
Before the meeting of the board of directors, the independent directors of the company, after careful review of relevant matters, issued the following prior approval opinions:
“The company’s adjusted non-public offering of A-Shares complies with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations and the articles of association The relevant provisions of the company are in line with the current actual situation of the company, which is conducive to promoting the company’s non-public offering, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Muyuan Industrial Group Co., Ltd., the subscription object of this non-public offering of a shares, is the controlling shareholder of the company and an enterprise controlled by Mr. Qin Yinglin and Ms. Qian Ying, the actual controllers of the company. This non-public offering constitutes a related party transaction. The transaction matters have no impact on the independence of the company and meet the needs of the operation and development of the company, There are no circumstances that harm the interests of the company and all shareholders, especially the minority shareholders, and comply with the provisions of relevant laws, regulations and the articles of association.
To sum up, we unanimously agree to submit the relevant proposal on adjusting the non-public offering of A-Shares to the sixth meeting of the Fourth Board of directors for deliberation. “
(II) independent opinions of independent directors
According to the provisions of relevant laws and regulations, the independent directors expressed their independent opinions on the proposal related to the non-public offering of A-Shares considered at the sixth meeting of the Fourth Board of directors as follows:
“Muyuan Industrial Group Co., Ltd., the subscription object of this non-public offering of a shares, is the controlling shareholder of the company and is an enterprise controlled by Mr. Qin Yinglin and Ms. Qian Ying, the actual controllers of the company. This non-public offering constitutes a connected transaction. When the board of directors deliberated this proposal, the relevant directors have avoided voting; the company deliberated on this non-public offering
