Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567) and controlling shareholders
Verification opinions on signing the share subscription agreement with effective conditions and related party transactions
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “sponsor”) as a sponsor of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) ” or “company”) for continuous supervision of non-public offering of shares, in accordance with the measures for the administration of securities Issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions have carefully verified the share subscription agreement and related party transactions with effective conditions signed by Tangrenshen Group Co.Ltd(002567) and the controlling shareholder, and the verification opinions are as follows:
1、 Overview of related party transactions
1. Tangrenshen Group Co.Ltd(002567) held the 49th meeting of the 8th board of directors on April 8, 2022, deliberated and approved the proposal on signing the share subscription agreement with effective conditions and related party transactions with the controlling shareholder. The controlling shareholder of the company, Hunan Tangrenshen Group Co.Ltd(002567) holding Investment Co., Ltd. (hereinafter referred to as ” Tangrenshen Group Co.Ltd(002567) holding”) participated in the subscription of non-public offering A-Shares of the company in 2022 in cash, The subscription amount is not less than 100 million yuan (including this amount) and not more than 150 million yuan (including this amount). The above proposal involves related party transactions, and the related directors Mr. Tao Yishan, Mr. Tao Ye, Mr. Huang Guosheng, Ms. Guo Yonghua and Mr. Sun Shuangsheng abstained from voting. 2. This related party transaction does not involve major asset restructuring and needs to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the counterparty Tangrenshen Group Co.Ltd(002567) holding
1. Unified social credit Code: 91430207459289466
2. Address: rooms 101 and 201, buildings 1 and 2, xiangyinxingcheng, No. 689, Huanghe North Road, Tianyuan District, Zhuzhou City
3. Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
4. Legal representative: Liu Hong
5. Registered capital: 39632929 yuan
6. Date of establishment: December 30, 2002
7. Business term: from December 30, 2002 to no fixed term
8. Business scope: equity investment and debt investment in industrial projects and industrial development funds with its own funds; Engage in investment and investment consultation in agriculture, trade chain industry, meat processing, tourism and education industry with its own funds (without the approval of the financial management department, it is not allowed to engage in financial businesses such as absorbing public deposits or absorbing public deposits in a disguised form and issuing loans); Feed and meat raw materials trade. (for the above business items that must be approved according to law, business activities can be carried out only with the approval of relevant departments.)
9. Main financial data indicators:
As of December 31, 2021, the main financial data of Tangrenshen Group Co.Ltd(002567) holding parent company are as follows: total assets of RMB 813371400, net assets of RMB 462841500, main business income of RMB 1073300 in 2021 and net profit of RMB 9197800 in 2021 (Unaudited).
10. Relationship with the company: Tangrenshen Group Co.Ltd(002567) holding is the controlling shareholder of the company and the related party of the company.
11. Upon inquiry in the catalogue of dishonest persons subject to execution on the website of the Supreme People’s court, Tangrenshen Group Co.Ltd(002567) holding does not belong to “dishonest persons subject to execution”.
3、 Main contents of the share subscription agreement with effective conditions
(I) signing subject and time of the agreement
Signed by:
Party A: Tangrenshen Group Co.Ltd(002567)
Party B: Hunan Tangrenshen Group Co.Ltd(002567) holding Investment Co., Ltd
Signed on: April 8, 2022
(II) pricing base date, pricing basis, subscription price, subscription quantity and subscription method
1. Pricing base date and basis
(1) The pricing benchmark date of this non-public offering is the first day of the issuance period of the company’s non-public offering. The issuing price of this non-public offering shall not be lower than the trading price of the company’s shares 20 trading days before the pricing benchmark date
80% of the average price (the average price of stock transactions in the 20 trading days before the pricing benchmark date = the total amount of stock transactions in the 20 trading days before the pricing benchmark date / the total amount of stock transactions in the 20 trading days before the pricing benchmark date).
(2) If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this issuance to the issuance date, the issuance price of this non-public offering will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P1 is the issue price after adjustment, P0 is the issue price before adjustment, the cash dividend per share is D, and the number of bonus shares or converted capital stock per share is n.
2. Subscription price
Both parties confirm that the final issue price of the non-public offering of shares will be determined by the board of directors of Party A through consultation with the sponsor (lead underwriter) of the non-public offering of shares in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authority after the non-public offering of shares is approved by the CSRC.
Subscription price: Party B does not participate in the market bidding process of this issuance pricing, but promises to accept the market bidding results and subscribe at the same price as other issuance objects, that is, Party B agrees to subscribe for shares at the above issuance price. If the issue price cannot be generated through bidding, Party B will not participate in the subscription. 3. Subscription quantity
The number of shares in this non-public offering is calculated according to the total amount of funds raised in this non-public offering divided by the issue price determined by the final inquiry, and the number of shares issued does not exceed 30% of the total share capital of the company before this non-public offering. Based on the total share capital of 1206017542 shares as of December 31, 2021, 361805262 shares (including this number).
The subscription amount of Party B’s participation in the subscription of RMB common shares (A shares) issued by Party A this time shall not be less than 100 million yuan (including the number) and not more than 150 million yuan (including the number). The number of shares subscribed by Party B shall be determined according to the subscription amount divided by the issue price of the raised funds, and the mantissa of less than 1 share shall be rounded off.
If the total share capital of Party A is changed before this offering and the price of this offering is adjusted due to share distribution, conversion of capital reserve into share capital, conversion of undistributed profits into share capital, share division, merger, share allotment, dividend distribution or other reasons between the pricing benchmark date and the Issuance Date, the number of shares subscribed by Party B for this non-public offering will be adjusted accordingly.
4. Subscription method
Party B shall subscribe for the non-public issuance of shares in RMB.
(III) arrangement of restricted sales period
1. Party B promises that the shares of party a subscribed in this non-public offering shall not be transferred within 18 months from the date of the end of this offering. Party B 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.
2. From the end of this non-public offering to the date of lifting the ban on the subscribed shares, Party B shall also abide by the above restricted sale arrangements for the shares of the company that Party B holds in this non-public offering due to the company’s share offering and the conversion of capital reserve into share capital.
3. If the relevant laws, regulations and normative documents change the requirements for the sales restriction period, the sales restriction period of Party B’s subscription of shares shall be adjusted accordingly according to the lower limit required by the changed laws, regulations and normative documents. After the expiration of the sales restriction period, Party B shall abide by the company law, securities law and other laws, regulations, rules, normative documents and the relevant provisions of the articles of association when reducing the shares of the company obtained by Party B due to this non-public offering.
(IV) arrangement of accumulated undistributed profits
The accumulated undistributed profits of Party A before this non-public offering shall be enjoyed by all shareholders of Party A after this offering according to the shareholding ratio at that time.
(V) payment, capital verification and share registration
1. Party B agrees to transfer all the subscription price in cash to the designated account opened by Party A’s sponsor (lead underwriter) for the non-public offering within 3 working days from the date when Party A’s non-public offering of shares is approved by the CSRC and Party B receives the payment notice issued by Party A and the sponsor (lead underwriter) of the non-public offering, The above subscription funds shall be transferred to Party A’s special storage account for raised funds after the capital verification and relevant expenses are deducted by the accounting firm hired by Party A.
2. After Party B pays the subscription money in accordance with the provisions of the preceding paragraph, Party A shall go through the stock registration formalities with the securities registration and settlement institution in accordance with the provisions.
(VI) statements, guarantees and commitments of both parties
1. Statement, guarantee and commitment of Party A
(1) Party A is a joint stock limited company legally established and validly existing and listed on the main board of Shenzhen Stock Exchange (the original small and medium-sized board).
(2) Party A has sufficient ability to perform this agreement. The conclusion and performance of this agreement by Party A will not violate its articles of association, other internal regulations, binding contracts or relevant laws and regulations. Otherwise, all legal liabilities arising therefrom shall be borne by Party A.
(3) From the date of signing this agreement, in case of any substantial change or other circumstances that may cause Party A to fail to perform this Agreement and the relevant documents of this subscription, Party A shall timely notify Party B in writing and explain the relevant circumstances.
(4) Party A will properly handle any matters not covered in the signing and performance of this agreement with Party B in accordance with the provisions of relevant laws, regulations and normative documents.
(5) Party A does not provide financial assistance or compensation to Party B directly or indirectly through stakeholders.
2. Statement, guarantee and commitment of Party B
(1) Party B has sufficient ability to perform this Agreement and the relevant documents of this subscription. Signing this agreement is his true intention.
(2) After this agreement takes effect, Party B will perform its obligations under this agreement in strict accordance with the agreement, including but not limited to subscribing for the shares of Party A’s non-public offering in accordance with the subscription price and subscription amount agreed in this agreement, completing the payment of subscribed shares in cash and assisting Party A in completing the capital verification.
(3) Party B promises to abide by the arrangement of the restricted sale period for the shares subscribed by Party B as agreed in this agreement, and abide by other restrictions or prohibitions on the shares subscribed by Party B by China Securities Regulatory Commission and Shenzhen Stock Exchange.
(4) From the date of conclusion of this agreement, if there is any material change or other situation that may make Party B’s statement, guarantee or commitment untrue, inaccurate, unfulfilled or misleading, and unable to perform this agreement, Party B shall timely notify Party A in writing and provide a reasonable and detailed explanation.
(5) Party B promises that the funds it participates in this subscription come from its legal own funds or self raised funds, and there is no external raising, holding on behalf, structured arrangement or direct or indirect use of the funds of the company and its affiliates for this subscription; Nor does the company directly or through its stakeholders provide Party B with financial assistance, compensation, promised income or other agreement arrangements.
(6) Party B promises to cooperate with Party A in handling the relevant procedures of this non-public offering of shares, signing relevant documents and preparing relevant application materials.
(7) Party B promises that all documents, materials and information related to this non-public offering provided to Party A are true, accurate, complete and effective, and there are no false records, misleading statements or major omissions.
(8) Party B promises to properly handle any matters not covered in the signing and performance of this agreement with Party A in accordance with the provisions of relevant laws, regulations and normative documents.
(9) Party B promises not to carry out any act that violates the statements, guarantees and commitments in this article or affects the effectiveness of this agreement.
(VII) effectiveness of the agreement
1. This agreement is an agreement with effective conditions. This agreement will come into force after being signed and sealed by both parties and meeting all the following conditions:
(1) The board of directors and the general meeting of shareholders of party a deliberated and approved the non-public offering.
(2) China Securities Regulatory Commission approves Party A’s non-public offering and issues the issuance approval.
2. Both parties have the obligation to make the agreement come into force, and shall try their best to achieve the effective conditions described in this agreement.
3. If the above conditions are not met due to the breach of contract by one or both parties, both parties shall bear the expenses paid for signing and preparing to perform this agreement, and neither party shall be liable for breach of contract.
(VIII) liability for breach of contract
1. After the effectiveness of this agreement, except for force majeure, any party’s failure to perform or timely and inappropriate performance of any of its obligations under this agreement, or breach of any guarantee or commitment made under this agreement, shall constitute its breach of contract, and shall bear the liability for breach of contract in accordance with the law and compensate the observant party for the losses suffered therefrom.
2. If one party unilaterally terminates this Agreement without authorization, or this agreement cannot be continuously performed due to its breach of contract, or the statements, commitments or guarantees made in this Agreement are false, major omissions or major misunderstandings, or fails to timely and fully perform the obligations agreed in this agreement, and fails to perform the obligations as agreed after being notified by the opposite party, the observant party has the right to terminate this agreement, And require the breaching party to bear the corresponding liability for breach of contract or damages.
3. If Party B fails to perform the payment obligation of the subscription price as agreed in this agreement, Party B shall pay liquidated damages for delayed performance to Party A at 0.02% of the overdue amount for each overdue day until the subscription price is fully paid, and Party A has the right to require Party B to compensate Party A for the losses caused to Party A.
4. In case of any of the following circumstances, both parties shall not be liable for breach of contract:
(1) The non-public offering was not approved by the board of directors and / or the general meeting of shareholders of Party A;
(2) During the performance of the agreement, if the non-public offering cannot be realized due to the policy adjustment of the regulatory authorities and the change of relevant laws and regulations, Party A shall terminate the non-public offering;
(3) Party A shall reduce the total number of shares initially proposed to be issued according to the actual situation,
