Securities abbreviation: Muyuan Foods Co.Ltd(002714) securities code: 002714 listing place: Shenzhen Stock Exchange Muyuan Foods Co.Ltd(002714)
Plan for non-public offering of A-Shares in 2021
(Revised Version)
February, 2002
Company statement
1、 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.
2、 After the completion of this non-public offering of a shares, the company shall be responsible for the changes in the company’s operation and income; The investor shall be responsible for the investment risk caused by this non-public offering of a shares. 3、 This plan is the explanation of the board of directors of the company on the non-public offering of a shares. Any statement to the contrary is untrue.
4、 Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5、 The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to the non-public offering of a shares. The effectiveness and completion of the matters related to the non-public offering of A-Shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
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 non-public offering plan has been deliberated and adopted at the second meeting of the Fourth Board of directors, the fourth extraordinary general meeting of shareholders in 2021 and the sixth meeting of the Fourth Board of directors. According to the provisions of relevant laws and regulations, this issuance still needs the approval of the CSRC.
2. The object of this non-public offering is muyuan group, which is the controlling shareholder of the company and the enterprise controlled by Mr. Qin Yinglin and Ms. Qian Ying, the actual controllers of the company. This non-public offering constitutes a connected transaction.
The issuing object subscribes the shares of this non-public offering in cash.
3. 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).
If the company has ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the issuance price of this non-public offering will be adjusted accordingly.
4. The number of shares in this non-public offering shall not be less than 124347178 shares (including this number) and not more than 149216612 shares (including this number), not more than 30% of the total share capital of the company before the offering, and shall be subject to the approval document of the CSRC on this offering, all of which shall be subscribed by muyuan group in cash.
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus shares and capital reserve converted into share capital from the pricing base date to the issuance date, the upper limit of the number of shares issued will be adjusted accordingly.
5. The total amount of funds raised in this non-public offering is not less than 500 million yuan (including this amount) and not more than 600 million yuan (including this amount). After deducting the issuance expenses, the company will be used to supplement the working capital. 6. In accordance with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association of the company has made clear and detailed provisions on profit distribution terms and cash dividend policies, And formulated the plan for shareholders’ dividend return in the next three years (2021-2023); For details about the company’s profit distribution policy, profit distribution and cash dividends in the last three years, and the arrangement for the use of undistributed profits, see “section VI of the company’s profit distribution policy and implementation” of this plan, and draw the attention of investors.
7. As it will take some time for the raised funds to generate benefits, the net profit of the company may not grow synchronously with the share capital and net assets in the short term. It is expected that the current earnings per share and return on net assets of the company in the year when the funds raised by the non-public offering are in place will be diluted. 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) According to the requirements of relevant documents such as the guidance on matters related to initial public offering and refinancing, major asset restructuring and diluted immediate return (CSRC announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, the company analyzed the impact of the diluted immediate return of this non-public offering on the main financial indicators of the company, and put forward the filling measures to be taken by the company, The relevant entities made a commitment to the effective implementation of the measures to fill the diluted immediate return of the non-public offering of shares. For relevant measures and commitments, see “Section VII description of diluted immediate return and filling measures of this non-public offering” of the plan.
In this plan, the hypothetical analysis of the company’s earnings per share after the completion of this issuance does not constitute a commitment or guarantee for the company’s performance. The company’s formulation of compensation return measures does not guarantee the company’s future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this, and cause losses, the company will not be liable for compensation. Please pay attention to it.
8. After the completion of the non-public offering, in order to take into account the interests of new and old shareholders, the new and old shareholders of the company shall share the accumulated undistributed profits before the non-public offering according to the shareholding ratio after the completion of the non-public offering.
9. This non-public offering of shares will not lead to changes in the company’s control, nor will it lead to the company’s equity distribution not meeting the listing conditions.
catalogue
The company declares that 2 special tips 3 catalog 5 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the company nine
2、 Background and purpose of this non-public offering of shares nine
3、 Issuing object and its relationship with the company thirteen
4、 Summary of the non-public offering plan thirteen
5、 Whether this issuance constitutes a connected transaction fifteen
6、 Does this issuance lead to changes in the company’s control fifteen
7、 Does this issuance result in the company’s equity distribution not meeting the listing conditions XVIII. The situation that the issuance plan has been approved by relevant competent authorities and the process that needs to be submitted for approval
Preface Section 2 basic information of issuing objects seventeen
1、 Basic information seventeen
2、 The equity control relationship between muyuan group and its controlling shareholder and actual controller seventeen
3、 Muyuan group’s main business in recent three years seventeen
4、 Main financial data of muyuan group in the last year V. litigation and punishment of muyuan group and its directors, supervisors and senior managers in the past five years
…… Vi. after the completion of this offering, muyuan group, its controlling shareholder and actual controller compete with the company’s peers
Disputes and related party transactions 18 7. Within 24 months before the announcement of this plan, the relationship between muyuan group, its controlling shareholder, actual controller and the company
Major transactions between eighteen
8、 Source of subscription funds Section III summary of the conditional share subscription agreement twenty
1、 The main contents of the subscription agreement twenty
Section IV feasibility analysis of the board of directors on the use of the raised funds twenty-five
1、 The use plan of the funds raised in this non-public offering twenty-five
2、 The necessity and feasibility of raising funds through this non-public offering twenty-five
3、 The impact of this non-public offering on the company’s operation, management and financial situation twenty-six
4、 Feasibility conclusion of this non-public offering Section V discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. business and asset integration plan, articles of association, shareholder structure and senior management of the listed company after the issuance
Changes in personnel structure and business structure 28 II. Changes in the financial status, profitability and cash flow of the listed company after the issuance 29 III. business relationship, management relationship and related party transactions between the listed company and the controlling shareholders and their related parties
And horizontal competition 29 IV. after the completion of this offering, does the listed company have funds, assets, controlled shareholders and their affiliates
Occupation, or guarantee provided by the listed company for the controlling shareholder and its affiliates V. whether the liability structure of the listed company is reasonable, whether there is a large increase in liabilities (including contingent liabilities) through this issuance, whether the proportion of liabilities is too low and the financial cost is unreasonable thirty
6、 Risks related to this non-public offering of shares Section VI profit distribution policy and implementation of the company thirty-three
1、 The company’s profit distribution policy thirty-three
2、 Profit distribution and cash dividends in the last three years thirty-eight
3、 Use arrangement of undistributed profits thirty-eight
4、 The company’s shareholder return plan for the next three years (2021-2023) Section 7 description of diluted immediate return and filling measures of this non-public offering forty-two
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators forty-two
2、 Risk tips for diluting the immediate return of this non-public offering forty-four
3、 Explanation of the board of directors on the necessity and rationality of this non-public offering 44 IV. The relationship between the use of the raised funds and the company’s existing business, and the company is engaged in the investment projects of the raised funds
Reserves in terms of personnel, technology and market forty-five
5、 Measures taken by the company to dilute the immediate return of this non-public offering 45 VI. commitment of relevant entities to take filling measures for diluting the immediate return of this non-public offering forty-six
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: Company / the company / issuer / refers to Muyuan Foods Co.Ltd(002714) listed company / Muyuan Foods Co.Ltd(002714)
Muyuan group / controlling shareholder refers to Muyuan Industrial Group Co., Ltd., the person acting in concert with the actual controller of the issuer
Actual controllers refer to Mr. Qin Yinglin and Ms. Qian Ying
This plan refers to the Muyuan Foods Co.Ltd(002714) 2021 plan for non-public development of A-Shares (Revised Version)
This offering / this non-public offering
Issuance / this non-public offering refers to the non-public offering of A-Shares in Muyuan Foods Co.Ltd(002714) 2021
shares
The pricing base date refers to the date of this non-public offering
Unless otherwise specified, the discrepancy between the total number and the mantissa of the sum of the itemized values in this plan is caused by rounding.
Section 1 Summary of the non-public offering plan
1、 Basic information of the company
Chinese name Muyuan Foods Co.Ltd(002714)
English Name: Muyuan Foods Co., Ltd
Securities abbreviation Muyuan Foods Co.Ltd(002714)
Securities code: 002714
Address: Shuitian village, Guanzhang Town, Neixiang County, Nanyang City, Henan Province
Legal representative
