Securities code: 002714 securities abbreviation: Muyuan Foods Co.Ltd(002714) Announcement No.: 2022-035 preferred stock code: 140006 preferred stock abbreviation: muyuan 01
Bond Code: 127045 bond abbreviation: muyuan convertible bond
Muyuan Foods Co.Ltd(002714) about
Sign a conditional share subscription agreement with specific objects
Announcement of supplementary agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Signing of the agreement
Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) intends to issue A-Shares (hereinafter referred to as “the non-public offering”) to the controlling shareholder Muyuan Industrial Group Co., Ltd. (hereinafter referred to as “the muyuan group”)
Shares “). On October 18, 2021, the company and Muyuan Group signed the Muyuan Foods Co.Ltd(002714)
Attachment with Muyuan Industrial Group Co., Ltd. on Muyuan Foods Co.Ltd(002714) non-public offering of a shares
For the subscription agreement with effective conditions, see the muyuanshi disclosed by the company on October 19, 2021 for details
Announcement on signing a conditional share subscription agreement with specific objects (Announcement No.: 2021-143).
On February 25, 2022, the company signed Muyuan Foods Co.Ltd(002714) with muyuan group
Supplementary agreement to the subscription agreement of Muyuan Foods Co.Ltd(002714) non-public offering of A-Shares by Industrial Group Co., Ltd. (hereinafter referred to as “supplementary agreement to the share subscription agreement”).
The non-public offering of shares has been the second meeting of the Fourth Board of directors and the fourth interim meeting in 2021
It was deliberated and adopted by the general meeting of shareholders and the sixth meeting of the Fourth Board of directors. The non-public offering plan still needs to be approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”).
2、 Basic information of subscribers
The original controlling shareholder of the company, Ms. Qin Ying, is the non-public issuer of the company’s shares. The basic information of muyuan group is as follows:
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 for projects subject to approval according to law, the business scope shall carry out business activities independently according to law with the business license) licensed projects: real estate development and operation; Liquor business; Food business; Retail of tobacco products; Fertilizer production; Import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
3、 Summary of the supplementary agreement to the share subscription agreement
(I) contract subject and signing time
Party A (issuer): Muyuan Foods Co.Ltd(002714)
Party B (subscriber): Muyuan Industrial Group Co., Ltd
Signed on: February 25, 2022
(II) main contents
On October 18, 2021, the issuer and the subscriber 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 (hereinafter referred to as the “subscription agreement”). Now, on the basis of equality, voluntariness and good faith, through friendly negotiation, Reach a supplementary agreement on the amendment of relevant terms of the subscription agreement. Article 1 subscription quantity
The original content of the first paragraph of Article 2.1 of the subscription agreement is “the issuer’s non-public issuance of RMB common shares (A shares) to the subscriber this time shall not exceed 149216612 shares (including 149216612 shares), the par value of the shares is RMB 1, and the final number of shares issued shall be subject to the approval document of the CSRC on this issuance.”
It is now revised as “the issuer’s non-public issuance of RMB common shares (A shares) to the subscriber is not less than 124347178 shares (including 124347178 shares) and not more than 149216612 shares (including 149216612 shares), the par value of the shares is RMB 1, and the final number of shares issued is subject to the approval document of the CSRC on this issuance.”
Article 2 total subscription capital
The original content of Article 3.2 of the subscription agreement is “the subscriber irrevocably agrees to use RMB cash to subscribe for the shares of the issuer in this non-public offering according to the issuance price / subscription price determined in Article 3.1 of this agreement, and the total amount of subscription funds of Party B shall not exceed 6 billion yuan (including 6 billion yuan).”
It is hereby revised as “the subscriber irrevocably agrees to use RMB cash to subscribe for the shares of the issuer in this non-public offering according to the issuance price / subscription price determined in paragraph 3.1 of this agreement. The total amount of subscription funds of Party B shall not be less than 5 billion yuan (including 5 billion yuan) and not more than 6 billion yuan (including 6 billion yuan).” Article 3 others
In case of any inconsistency between the provisions of this supplementary agreement and the subscription agreement, the provisions of this supplementary agreement shall prevail. The contents not covered in this supplementary agreement shall still be implemented in accordance with the subscription agreement.
This supplementary agreement shall be established after being signed by the legal representative or authorized representative of the issuer and stamped with the official seal of Party A and the legal representative or authorized representative of Party B and stamped with the official seal of Party B, and shall come into force after meeting all the following conditions: (1) this supplementary agreement has been reviewed and approved by the board of directors of the issuer;
(2) The CSRC approved the non-public offering.
4、 Major risk tips
This non-public offering can only be implemented after being approved by the CSRC. There is uncertainty whether the non-public offering can obtain relevant approval or approval, and the time when the company obtains relevant approval and approval on the above matters is also uncertain.
5、 Documents for future reference
1. Resolution of the sixth meeting of the Muyuan Foods Co.Ltd(002714) Fourth Board of directors;
2. Resolution of the seventh meeting of the Muyuan Foods Co.Ltd(002714) Fourth Board of supervisors;
3. Supplementary agreement between Muyuan Foods Co.Ltd(002714) and Muyuan Industrial Group Co., Ltd. on the conditional effective subscription agreement of Muyuan Foods Co.Ltd(002714) non-public development of A-share shares.
It is hereby announced.
Muyuan Foods Co.Ltd(002714) board of directors
February 26, 2022
