Securities code: 000876 securities abbreviation: New Hope Liuhe Co.Ltd(000876) Announcement No.: 2022-13 bond Code: 127015127049 bond abbreviation: hope to convert bonds, hope to convert 2
Announcement on signing the subscription agreement for non public offering of shares with conditional effect with specific subscribers
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、 Basic information of agreement signing
New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company” or “the company”) plans to issue shares in a non-public manner, with a total raised capital of no more than 4.5 billion yuan. The issuing object is Nanfang Hope Industrial Co., Ltd. (hereinafter referred to as “Nanfang hope”). On January 5, 2022, the company and Nanfang hope signed the conditional effective share subscription agreement (hereinafter referred to as the “share subscription agreement”).
The object of this issue is Nanfang hope. New Hope Liuhe Co.Ltd(000876) the group is the controlling shareholder of the company. It directly holds 1129879692 shares of the company, accounting for 25.08% of the total share capital of the company, and indirectly holds 1328957185 shares of the company through Nanfang hope, accounting for 29.50% of the total share capital of the company. Nanfang hopes to subscribe for the company’s non-public offering of shares, which constitutes a connected transaction.
The non-public offering plan needs to be approved by the general meeting of shareholders of the company and the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
2、 Basic information of subscribers
Company name: Southern Hope Industrial Co., Ltd
Unified social credit Code: 9154009158575152×0
Company type: other limited liability companies
Address: No. 216, 2nd floor, linqionggang branch New Hope Liuhe Co.Ltd(000876) group building, Lhasa Economic and Technological Development Zone
Legal representative: Li Jianxiong
Registered capital: 1034313725 yuan
Date of establishment: November 17, 2011
Business scope of business license: feed research and development; Wholesale and retail: electronic products, hardware and electrical appliances, department stores, knitwear and textiles, cultural and office supplies (excluding color copiers), building materials (excluding dangerous chemicals and wood), agricultural and sideline local products (except for the varieties specially specified by the state), chemical products (except dangerous chemicals), machinery and equipment; Investment and consulting services (except intermediary services) [projects that need to be approved according to law can be operated only after being approved by relevant departments].
3、 Main contents of conditional subscription agreement
(i) Object of agreement
The company’s non-public offering of RMB common shares (A shares), with a par value of RMB 1. The subscription of each subscriber is as follows:
Serial number subscriber subscription amount subscription amount
1. Nanfang hopes no more than 367647058 shares and no more than 4500 million yuan
（2） Subscription price, subscription quantity and subscription method
1. Subscription price
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 49th meeting of the eighth board of directors of the company, and the issue price (subscription price) is 12.24 yuan / share, which is not less than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (i.e. 12.24 yuan / share).
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
During the period from the pricing benchmark date to the issue date, if the company has ex dividend and ex right behaviors such as share distribution, conversion of capital reserve into share capital, dividend distribution, etc., the issue reserve price and issue price of this issue shall be adjusted accordingly. 2. Subscription quantity
The number of shares in this non-public offering is no more than 367647058 shares (including this number), of which Nanfang hopes to subscribe no more than 367647058 shares (including this number). Within the above-mentioned upper limit of subscription quantity, the final subscription quantity shall be determined by the board of directors of the issuer and its authorized persons through consultation with the sponsor of this issuance according to the market conditions at the time of issuance.
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the upper limit of the number of shares subscribed will be adjusted accordingly.
If the total number of shares and the amount raised in this non-public offering are reduced due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the subscriber’s subscription number and subscription amount will be adjusted accordingly.
3. Subscription method
The Subscriber agrees to subscribe all the newly issued shares of the company in cash.
（3） Restricted period
The subscriber’s subscription for the shares issued this time shall not be transferred within 18 months from the end of the issuance of the shares issued this non-public offering. From the end of this non-public offering to the date of lifting the ban on shares, the subscriber shall also abide by the above provisions for the company’s shares increased due to the company’s share offering and the conversion of capital reserve into share capital. The subscriber shall issue relevant lock-in commitments for the shares subscribed in this non-public offering and handle relevant share lock-in matters in accordance with relevant laws and regulations, relevant provisions of CSRC and Shenzhen Stock Exchange and the requirements of the company.
After the expiration of the sales restriction period, when the shares of the company obtained by the subscriber due to this non-public offering are reduced after the expiration of the sales restriction period, they shall comply with the company law, securities law, listing rules and other laws, regulations, rules, normative documents and the relevant provisions of the articles of association.
（4） Entry into force of the agreement
The agreement shall be established on the date when the legal representatives or authorized representatives of the purchaser and the company sign and affix their official seals, and shall come into force only when the following conditions are met:
(1) The non-public offering has been deliberated and approved by the board of directors and the general meeting of shareholders of the issuer;
(2) This non-public offering has been approved by China Securities Regulatory Commission.
When all the above effective conditions are met, the date when the company’s non-public offering is approved by the CSRC shall be the effective date of the agreement.
If the above effective conditions are not met within 18 months from the signing date of this agreement, the subscriber has the right to abandon this subscription, this agreement will no longer take effect, and both parties will not bear the liability for breach of contract.
（5） Liability for breach of contract
Unless otherwise agreed by both parties, the breaching party shall be liable for the economic losses and legal liabilities caused by either party’s failure to comply with or perform the obligations or responsibilities, statements or warranties agreed under the subscription agreement, or any false, untrue statements and warranties made in the agreement, or any concealment or major omission of facts. The breaching party shall be responsible for compensating the observant party for all losses caused by its breach of contract (including but not limited to direct or indirect losses suffered by the observant party, litigation, claims and other expenses).
If the subscriber delays in paying the subscription funds, he shall pay liquidated damages to the company at 0.05% of the total subscription funds for each day of delay, and compensate all losses caused to the company (including but not limited to direct or indirect losses suffered by the company, litigation, claims and other expenses).
If the non-public offering of shares agreed under the subscription agreement is not approved by the board of directors of the company; Or / and adopted by the general meeting of shareholders; Or / and the approval of China Securities Regulatory Commission shall not constitute a breach of contract between the company and the subscriber, and neither party shall be liable for breach of contract or any civil compensation to the other party. If either party fails to perform or partially fails to perform its obligations under the agreement due to force majeure and no fault of itself, it shall not be deemed as breach of contract, but shall take all necessary remedies to reduce the losses caused by force majeure if conditions permit.
It is hereby announced.
New Hope Liuhe Co.Ltd(000876) board of directors
January 6, 2002
