Securities code: 000876 securities abbreviation: New Hope Liuhe Co.Ltd(000876) bond Code: 127015127049 bond abbreviation: hope to convert into bonds, hope to convert into 2 New Hope Liuhe Co.Ltd(000876)
NEW HOPE LIUHE CO.,LTD.
(address: Mianyang national high tech Industrial Development Zone, Sichuan)
2022 non-public offering plan
January 2022
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 shares, the company shall be responsible for the changes in the company’s operation and income; The investors shall be responsible for the investment risks arising from this non-public offering of shares.
3、 This plan is the explanation of the board of directors of the company on this non-public offering of shares, and 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 mentioned in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on matters related to this non-public offering of shares. The effectiveness and completion of the matters related to the non-public offering of shares described in the plan have yet to be approved or approved by the relevant examination and approval authorities.
Important tips
1. New Hope Liuhe Co.Ltd(000876) matters related to non-public offering of shares have been deliberated and adopted at the 49th meeting of the eighth board of directors of the company. It still needs to be deliberated and approved by the general meeting of shareholders of the company and approved by the CSRC.
2. This offering is a non-public offering for specific objects, and the issuing object is Nanfang Hope Industrial Co., Ltd., the largest shareholder of the company (hereinafter referred to as “Nanfang hope”). Nanfang hopes to meet the specific objects specified by the CSRC. Nanfang hopes to subscribe for the shares issued this time in cash. The subscribed shares shall not be transferred within 18 months from the date of issuance.
3. The number of shares in this non-public offering shall not exceed 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 number, the final subscription number shall be determined by the board of directors of the issuer and its authorized persons through consultation with the sponsor of this offering 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, conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the upper limit of the issuance quantity will be adjusted accordingly according to the total amount of funds raised this time and the issuance price after ex right and ex interest.
4. 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, and the issue price is 12.24 yuan / share, which is no 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).
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus shares, capital reserve converted into share capital from the pricing base date to the issuance date, the reserve price and issuance price of this issuance will be adjusted accordingly.
5. The total amount of funds raised by this non-public offering of shares is expected to be no more than 450 million yuan, which will be used to repay bank debts after deducting the issuance expenses.
6. Among the objects of this issuance, Nanfang hope is the largest shareholder of the company, which directly holds 1328957185 shares of the company, accounting for 29.50% of the total share capital of the company. Therefore, Nanfang hopes to subscribe for this non-public offering of shares, which constitutes a connected transaction.
7. According to the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC, the company has further improved its dividend distribution policy. For the company’s profit distribution policy, cash dividend in the last three years and future dividend planning, please refer to the relevant disclosure of “section VI description of the board of directors on the company’s dividend” in this plan.
8. After the completion of this non-public offering of shares, the earnings per share of the company may decline in the short term, and the immediate return of the original shareholders of the company may be diluted. Investors are hereby reminded to pay attention to the risk of diluting the immediate return of shareholders in this non-public offering. The company has formulated measures to fill the return in response to the risk of diluting the immediate return. The controlling shareholders and their persons acting in concert, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the company’s measures to fill the return, For relevant measures and commitments, please refer to “Section VII impact of diluted immediate return on the company’s main financial indicators and measures to be taken by the company”.
9. After the completion of the non-public offering, the controlling shareholders and actual controllers of the company remain unchanged, which will not lead to the company’s equity distribution not meeting the listing conditions.
catalogue
The company declares that 1 important note 2 catalog 4 interpretation Section 1 Summary of the non-public offering plan seven
1、 Basic information of the company seven
2、 Background and purpose of this non-public offering of shares eight
4、 Summary of the non-public offering plan nine
5、 Whether this issuance constitutes a connected transaction twelve
6、 Does this issuance lead to changes in the company’s control twelve
7、 Approval procedures for this non-public offering Section 2 basic information of issuing objects fourteen
1、 The South hopes Section III summary of conditional share subscription agreement seventeen
1、 The subject matter of the agreement seventeen
2、 Subscription price, subscription quantity and subscription method seventeen
3、 Restricted period eighteen
4、 Entry into force of the agreement eighteen
5、 Liability for breach of contract Section IV feasibility analysis of the board of directors on the use of the raised funds twenty
1、 The use plan of the funds raised in this offering twenty
2、 Necessity and feasibility analysis of the use of the raised funds twenty
3、 The impact of this non-public offering on the company’s operation, management and financial situation Section V discussion and analysis of the board of directors on the impact of this issuance on the company 23 I. Changes in the business, articles of association, shareholder structure, senior management structure and business income structure of the listed company after this non-public offering 23 II. Changes in the company’s financial position, profitability and cash flow after this non-public offering twenty-four
3、 After the non-public offering, the company and the actual controllers, controlling shareholders and their affiliates
Changes in business relations, related party relationships, related party transactions and horizontal competition between enterprises 24 IV. after the completion of this non-public offering of shares, whether the company’s funds and assets are occupied by the actual controller, controlling shareholders and their affiliates, or whether the company is the actual controller, controlling shareholders and their affiliates
Guarantee provided by 25 v. whether the company’s debt structure 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 twenty-five
6、 Discussion and analysis of risks related to this non-public offering twenty-five
Section VI explanation of the board of directors on the dividend situation of the company thirty-four
1、 The company’s current dividend distribution policy thirty-four
2、 Dividends of the company in recent three years thirty-six
3、 Future shareholder return planning of the company Section VII impact of diluted immediate return on the company’s main financial indicators and measures to be taken by the company
measures…… forty-one
1、 The impact of diluted immediate return on the company’s main financial indicators forty-one
2、 Special risk tips on diluted immediate return of this offering forty-five
3、 Explanation on the necessity and rationality of this issuance forty-five
4、 The relationship between the investment project of the raised funds and the existing business of the company V. reserves of personnel, technology and market of the company engaged in fund-raising projects forty-six
6、 Measures taken by the company to dilute the immediate return of this offering forty-six
7、 Commitment on diluted immediate return measures of this offering forty-seven
Section VIII other matters that need to be disclosed forty-nine
interpretation
Abbreviation refers to specific content
The company, the company, the joint stock company, the issuer, New Hope Liuhe Co.Ltd(000876) , New Hope Liuhe Co.Ltd(000876) six refers to New Hope Liuhe Co.Ltd(000876) and
New Hope Liuhe Co.Ltd(000876) group refers to New Hope Liuhe Co.Ltd(000876) Group Co., Ltd., which is the controlling shareholder of the issuer
Southern hope refers to southern Hope Industrial Co., Ltd
Shareholders and general meeting of shareholders refer to New Hope Liuhe Co.Ltd(000876) shareholders and general meeting of shareholders
Directors and board of directors refer to New Hope Liuhe Co.Ltd(000876) directors and board of directors
Supervisors and the board of supervisors refer to New Hope Liuhe Co.Ltd(000876) supervisors and the board of supervisors
This offering, this non-public offering, refers to New Hope Liuhe Co.Ltd(000876) this non-public offering of shares
This plan refers to New Hope Liuhe Co.Ltd(000876) 2022 plan for non-public offering of shares
The pricing benchmark date refers to New Hope Liuhe Co.Ltd(000876) the announcement date of the resolution of the 49th meeting of the eighth board of directors
CSRC refers to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Articles of association means the New Hope Liuhe Co.Ltd(000876) articles of association
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for the issuance of securities by listed companies
Detailed rules for implementation refers to the detailed rules for the implementation of non-public offering of shares by listed companies
The Listing Rules refer to the Listing Rules of Shenzhen Stock Exchange
Raised funds refer to the funds raised in this offering
Yuan, ten thousand yuan and one hundred million yuan refer to RMB yuan, ten thousand yuan and one hundred million yuan
Note: unless otherwise specified in this plan, all values shall retain 2 decimal places. In case of discrepancy between the sum and mantissa of the total number and each itemized value, it shall be caused by rounding.
Section I summary of the non-public offering plan
1、 Basic information of the company
Issuer name: New Hope Liuhe Co.Ltd(000876)
English Name: new hope Liuhe Co., Ltd
Company domicile: national high tech Industrial Development Zone, Mianyang City, Sichuan Province
Legal representative: Liu Chang
Registered capital: 4505211300 yuan (as of December 31, 2021)
Date of establishment: March 4, 1998
Stock abbreviation: New Hope Liuhe Co.Ltd(000876)
A shares stock code: 000876
Listing place of a shares: Shenzhen Stock Exchange
Secretary of the board of directors: LAN Jia
Postal Code: 610063
Tel: 028-82000876
Fax No.: 028-85950022
Email: [email protected].
Name of information disclosure newspaper: China Securities Journal annual report website: http://www.cn.info.com..cn.
Production and addition of compound feed, concentrated feed, concentrate and supplementary feed
Project (limited to branch operation) (the above items and duration are subject to approval)
(subject to certificate). (the following scope does not include pre license items,
Post licensed projects (operating with licenses or approval documents)
Business scope: planting of and other crops; Animal
