China Merchants Securities Co.Ltd(600999)
About New Hope Liuhe Co.Ltd(000876) non-public offering of shares
Verification opinions on related party transactions
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “recommendation institution”) as the continuous supervision organization of New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as ” New Hope Liuhe Co.Ltd(000876) ” or “company”), according to the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business and other relevant provisions have carefully and prudently verified the related party transactions involved in New Hope Liuhe Co.Ltd(000876) non-public offering of shares, and issued the following independent verification opinions:
1、 Overview of related party transactions
(i) Transaction status
New Hope Liuhe Co.Ltd(000876) it is proposed 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”). （2） Association relationship
The object of this issue is Nanfang hope. Nanfang hope holds 1328957185 shares of the company, 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. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
（3） Implementation of approval procedures
The non-public offering plan has been deliberated and adopted at the 49th meeting of the eighth board of directors of the company. As the non-public offering constitutes a connected transaction, the independent directors have issued their prior approval opinions and independent opinions. When the 49th meeting of the eighth board of directors held on January 5, 2022 voted on the related proposals involving connected transactions in the non-public offering, the connected directors have avoided voting.
The non-public offering plan needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders interested in the related party transaction and their persons acting in concert (if any) avoid voting at the general meeting of shareholders. After being deliberated and adopted by the general meeting of shareholders of the company, in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the measures for the administration of securities issuance of listed companies and other relevant laws, regulations and normative documents, It is required to report to China Securities Regulatory Commission (hereinafter referred to as “CSRC”). After obtaining the approval of CSRC, the company will apply to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. for stock issuance and listing, and complete the submission and approval procedures for all non-public offering shares.
2、 Basic information of related parties
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、 Basic information of related party transactions
The subject matter of this transaction is the non-public issuance of domestic listed RMB common shares (A shares) of the company, with a par value of RMB 1.00 per share.
4、 Pricing policy and basis of related party transactions
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 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.
If the company has ex right and ex interest matters such as dividend / cash dividend, bonus share, capital reserve converted into share capital from the pricing base date to the issuance date, the above issuance reserve price and issuance price will be adjusted accordingly according to relevant regulations. The adjustment formula is as follows:
Distribution of stock dividends or conversion to share capital: P1 = P0 / (1 + n);
Cash dividend: P1 = p0-d;
The above two items are carried out simultaneously: P1 = (p0-d) / (1 + n).
Where: P0 is the adjusted issue price, n is the distribution of stock dividends or conversion to share capital ratio, D is the distribution of cash dividends per share, and P1 is the adjusted issue price.
5、 Summary of share subscription agreement signed between the company and Nanfang hope
(i) Object of agreement
The company’s non-public offering of RMB common shares (A shares), with a par value of RMB 1.00. The subscriber’s subscription is as follows:
Subscriber subscription amount subscription amount
Nanfang hopes no more than 367647058 shares and no more than 4.5 billion 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), which are subscribed by Nanfang hope. 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 number and amount of shares subscribed by the subscriber 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.
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 the general meeting of shareholders, or / and approved by the China Securities Regulatory Commission, it will 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.
6、 Other arrangements involving connected transactions
This non-public offering of shares does not involve other arrangements for related party transactions.
7、 Purpose of this connected transaction and its impact on the company
(i) Purpose of this connected transaction
1. The controlling shareholders support the business development of the company, which is conducive to the sustainable, stable and healthy development of the company
The controlling shareholders of the company fully participate in the subscription of the non-public offering shares in cash, which shows that they are full of confidence in the future prospects of the company and fully recognize the value of the company, which is conducive to the sustainable, stable and healthy development of the company and the interests of minority shareholders.
2. Supplement working capital, improve capital structure and enhance the company’s financial stability
The funds raised from this non-public offering of A-Shares will be used to repay bank debts. This non-public offering will meet the capital needs of the company’s operation and development, further enhance the company’s comprehensive strength, realize the company’s sustainable development, strengthen the core competitiveness of the company’s long-term sustainable development, and effectively improve the company’s profitability and anti risk ability.
（2） Impact of this transaction on the company
1. Impact on the company’s operation and management
After deducting the issuance expenses, all the funds raised by the company in this issuance will be used to repay the debts, and the company’s capital strength and asset scale will be improved, which can effectively deal with the adverse effects of African pig plague and changes in pig cycle market, and alleviate the capital demand pressure of the company’s daily business activities. At the same time, the availability of raised funds will help consolidate the company’s business development foundation, enhance the company’s core competitiveness and profitability, promote the sustained and rapid growth of the company’s main business, and provide capital guarantee for the company’s further expansion and strength.
2. Impact on the company’s financial position
After the completion of this non-public offering of a shares, the company’s total assets and net assets will increase at the same time, the company’s working capital will be further enriched, effectively reduce the company’s asset liability ratio and financial cost, and enhance the company’s ability to resist financial risks.
To sum up, the use plan of the funds raised by the non-public offering of A-Shares complies with relevant policies, laws and regulations. The controlling shareholders provide strong support for the company’s business and development through the non-public offering, reflecting their confidence in the company’s future prospects and recognition of the company’s value. This non-public offering is conducive to improving the company’s overall operating capacity, in line with the company’s actual situation and strategic needs, and is necessary and feasible. The use of the raised funds is conducive to meeting the capital needs of the company’s business development, improving the company’s core competitiveness, optimizing the asset structure, improving the company’s financial situation, improving the profitability and sustainable development ability, which is in line with the interests of all shareholders.
8、 Accumulated related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2022 to the signing date of this verification opinion, the company and its subsidiaries had no related party transactions with Nanfang hope and its subsidiaries.
9、 Prior approval and independent opinions of independent directors
(i) Prior approval opinions of independent directors
Independent directors believe that:
1. The proposal on the company’s compliance with the conditions for non-public offering of shares, the proposal on the company’s non-public offering of shares, the proposal on the company’s non-public offering of shares, the proposal on the company’s non-public offering of shares, the proposal on the report on the use of the company’s previously raised funds submitted to the board of directors for deliberation The proposal on the feasibility analysis report on the use of the funds raised by non-public development banks, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance, the proposal on the risk of diluting the immediate return of the funds raised by the company’s non-public offering of shares and the filling measures and commitments Proposal on signing a conditional and effective share subscription agreement between the company and the subscription object, proposal on related party transactions involving the company’s non-public Development Bank shares, proposal on establishing a special account for the raised funds of the non-public Development Bank, proposal on shareholder dividend return planning for the next three years (2022-2024), etc, Before submitting to the board of directors
