Securities code: 600419 securities abbreviation: Xinjiang Tianrun Dairy Co.Ltd(600419) Announcement No.: pro 2021-056 Xinjiang Tianrun Dairy Co.Ltd(600419)
With regard to the announcement on the results of non-public offering of shares and changes in share capital, 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.
Important content tips:
Number of shares issued: 51590909 RMB common shares (A shares)
Issue price: 11.00 yuan / share
Estimated listing time: the new shares in this non-public offering have gone through the change registration formalities in Shanghai Branch of China Securities Depository and Clearing Corporation Limited on December 30, 2021, and are all tradable shares with limited sales conditions. Among them, the controlling shareholder state-owned assets management (Group) Co., Ltd. of the 12th division of Xinjiang production and Construction Corps (hereinafter referred to as the “12th division state-owned assets company”) has a limited sales period of 18 months, and the other investors have a limited sales period of 6 months. It is expected that the listing and circulation time will be the next trading day after the expiration of the limited sales period.
Asset transfer: all the shares issued this time are subscribed in cash and do not involve asset transfer. 1、 Overview of this offering
(i) Procedures for the performance of this offering
1. Internal decision-making procedures for this issuance
On March 26, 2021, Xinjiang Tianrun Dairy Co.Ltd(600419) (hereinafter referred to as “the company”) convened the 10th meeting of the 7th board of directors to consider and adopt the relevant proposals on the non-public offering of shares.
On April 20, 2021, the company held the 2020 annual general meeting of shareholders to consider and pass the relevant proposals on the non-public offering of shares.
2. Approval by CSRC
On August 30, 2021, the issuance Audit Committee of CSRC approved the company’s application for non-public offering.
On September 15, 2021, the company obtained the reply on approving Xinjiang Tianrun Dairy Co.Ltd(600419) non-public offering of shares (zjxk [2021] No. 2972) issued by China Securities Regulatory Commission to approve matters related to the company’s non-public offering of shares.
（2） This issuance
1. Type of shares issued: RMB ordinary shares (A shares)
2. Number of shares issued: 51590909
3. Issue price: 11.00 yuan / share
4. Total funds raised: 567499999.00 yuan
5. Issuance cost: 11338996.20 yuan
6. Net amount of raised funds: 556161002.80 yuan
7. Sponsor: China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) “)
（3） Capital verification and share registration of raised funds
1. Capital verification of raised funds
On December 10, 2021, Sigmar Certified Public Accountants (special general partnership) verified the arrival of the raised funds in this offering, and issued the capital verification report of Xinjiang Tianrun Dairy Co.Ltd(600419) (Xihui Yan Zi (2021) 0064) and the verification report of the total amount of subscription funds of Xinjiang Tianrun Dairy Co.Ltd(600419) non-public offering (Xihui Yan Zi (2021) 0065). According to the above capital verification report, as of December 10, 2021, the company has issued 51590909 RMB common shares (A shares) to 17 specific objects at an issue price of 11.00 yuan / share, and the total amount of raised funds is 56749999.00 yuan, After deducting the recommendation fee and underwriting fee of RMB 10158249.98 (excluding value-added tax, the same below) of the sponsor (lead underwriter) of the non-public offering of RMB common shares (A shares), the actually received raised capital is RMB 557341749.02. After deducting the issuance expenses of RMB 11338996.20, the net amount of funds actually raised is RMB 556161002.80. Among them, the increased share capital was RMB 51590909.00 and the increased capital reserve was RMB 504570093.80.
2. Share registration
The newly added 51590909 shares in this offering have gone through the change registration formalities in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on December 30, 2021.
（4） Asset transfer
All the shares issued this time are subscribed in cash and do not involve asset transfer.
（5） Concluding comments of the sponsor and the law firm on the process of this non-public offering and the compliance of the subscription object
1. Recommendation institution’s concluding comments
The sponsor (lead underwriter) China Securities Co.Ltd(601066) securities of this non-public offering believe that:
The issuance process of the issuer’s non-public offering follows the principles of fairness and impartiality and meets the regulatory requirements of the current securities market. The offering price, subscription object, lock-in period arrangement, scale of raised funds and inquiry The pricing and placement process comply with the provisions of relevant laws and regulations such as the company law, the securities law, the measures for the administration of securities issuance by listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies and the requirements of the resolutions of the issuer’s 2020 annual general meeting, and are in line with the interests of the listed company and all its shareholders.
Except that the controlling shareholder of the issuer, the 12th division state-owned assets company, participates in the subscription with its own funds, the issuing objects do not include the actual controller, directors, supervisors, senior managers, lead underwriters and related parties associated with the above institutions and personnel. The listed company and its controlling shareholders, actual controllers and major shareholders have not made a commitment to the minimum guarantee income or disguised minimum guarantee income to the issuing object, nor have they provided financial assistance or other compensation to the issuing object directly or through stakeholders. The issues of this offering clearly meet the requirements of the reported issuance plan.
2. Conclusion of law firm
Beijing Guofeng law firm believes that:
The issuer has obtained necessary approval and approval for this issuance; The legal documents such as the invitation for subscription, quotation for subscription, payment notice and subscription agreement involved in this offering of the issuer comply with the relevant provisions on non-public offering of shares in laws, regulations, rules and normative documents such as 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, the measures for the administration of securities issuance and underwriting, The issuance results are fair and impartial, and comply with the relevant provisions on non-public issuance of shares.
2、 Introduction to release results and objects
(i) Release results
According to the subscription quotation of investors and in strict accordance with the principle of determining the issuance object, issuance price and number of shares allocated in the subscription invitation, the issuance price of the non-public offering of shares is determined to be 11.00 yuan / share, the number of shares issued is 51590909 shares, and the total amount of raised funds is 567499999.00 yuan.
The issuing objects are finally determined as 17, and the final placement is as follows:
No. number of shares (shares) allocated to subscribers during lock up period amount allocated (yuan) (month)
1 state owned assets management 1816044772176492492.00 (Group) Co., Ltd. of the 12th division of Xinjiang production and Construction Corps
2 CAITONG Fund Management Co., Ltd. 6628181869099998.00
3 Guangdong Dehui Investment Management Co., Ltd. – Dehui exclusive private 6339999993.00 raised securities investment fund
4 Minmetals Securities Co., Ltd. 627229999992.00
5 Guangdong Dehui Investment Management Co., Ltd. – Dehui Zunxiang IX No. 627229999992.00 private securities investment fund
6 Guangdong Dehui Investment Management Co., Ltd. – Dehui preferred private 627229999992.00 raised securities investment fund
7 Xinjiang state owned capital industry investment fund limited partnership 62545427999994.00
8 CCB Fund Management Co., Ltd. 62445426899994.00
9 Xiamen Borui Oriental Investment Management Co., Ltd. – Borui East 62272499997.00 Fang value No. 12 private securities investment fund
10 Shandong Huihan Industrial Development Co., Ltd. 62272499997.00
No. number of shares (shares) allocated to subscribers during lock up period amount allocated (yuan) (month)
11 Shanghai Shiyu Investment Management Co., Ltd. – Shiyu phase III privately raised securities investment fund 61361499996.00
12 Xinjiang new kinetic energy private placement No. 1 equity investment partnership 6109159712007567.00 (limited partnership)
13 Qiao Zhongxing 610909119999999.00
14 China Galaxy Securities Co.Ltd(601881) 61,090,90911,999,999.00
15 Zhejiang Longyin Investment Management Co., Ltd. – Longyin Zunxiang No. 8 61090911999999.00 private securities investment fund
16 Zhejiang Longyin Investment Management Co., Ltd. – Longyin Zunxiang No. 2 6109090911999999.00 private securities investment fund
17 Zhejiang Longyin Investment Management Co., Ltd. – Longyin Zunxiang No. 156109091999999.00 private securities investment fund
Total -515909567499999.00
The nature of the newly issued shares is tradable shares with limited sales conditions. The non-public offering shares subscribed by the above investors will be listed and circulated from the next trading day after the expiration of the sales restriction.
（2） Distribution object
There are 17 objects of this non-public offering, as follows:
1. State owned Assets Management (Group) Co., Ltd. of the 12th division of Xinjiang production and Construction Corps
Enterprise name: state owned Assets Management (Group) Co., Ltd. of the 12th division of Xinjiang production and construction corps enterprise type: other limited liability companies
Registered address: No. 7, Baiyuan Road, regiment 104, Xinshi District, Urumqi, Xinjiang (12th Division)
Legal representative: Xu Mingyuan
Unified social credit Code: 91650100738394×8
Date of establishment: July 24, 2002
Registered capital: 110349098100 yuan
Business scope: operation, management and custody of authorized state-owned assets; Asset acquisition, asset disposal and related industrial investment; House leasing; Land lease; Agricultural technology service and consultation; Investment and asset management; Provide financial consultants for enterprises; Business information consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. CAITONG Fund Management Co., Ltd
Company name: CAITONG Fund Management Co., Ltd
Enterprise type: other limited liability companies
Registered address: room 505, No. 619, Wusong Road, Hongkou District, Shanghai
Legal representative: Wu linhui
Unified social credit Code: 91310000577433812a
Date of establishment: June 21, 2011
Registered capital: 200 million yuan
Business scope: fund raising, fund sales, asset management of specific customers, asset management and other businesses approved by the CSRC. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 3. Guangdong Dehui Investment Management Co., Ltd. – Dehui exclusive private securities investment fund
Enterprise name: Guangdong Dehui Investment Management Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Registered address: room 105-2065, No. 6, Baohua Road, Hengqin new area, Zhuhai
Legal representative: Liu Zhuofeng
Unified social credit Code: 91440400588328137x
Date of establishment: January 4, 2012
Registered capital: 34.65 million yuan
Business scope: investment management, fund management, asset management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
4. Minmetals Securities Co., Ltd
Company name: Minmetals Securities Co., Ltd
Enterprise type: limited liability company
