Stock abbreviation: Tangrenshen Group Co.Ltd(002567) Stock Code: Tangrenshen Group Co.Ltd(002567) Tangrenshen Group Co.Ltd(002567)
Plan for non-public offering of A-Shares in 2022
April, 2002
Issuer statement
1. The company and all members of the board of directors guarantee that the contents of the plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. The non-public offering plan (hereinafter referred to as “the plan”) is the explanation of the board of directors of the company on the non-public offering of shares. Any statement to the contrary is untrue.
3. 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 investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation or approval of the examination and approval authority on the matters related to this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
Important tips
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the “interpretation” of this plan. 1. The matters related to the non-public offering of shares of the company have been deliberated and adopted at the 49th meeting of the eighth board of directors of the company, and need to be approved by the general meeting of shareholders of the company and the China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
2. The issuing objects of this non-public offering of A-Shares include securities investment fund management companies, securities companies, insurance institutional investors, trust and investment companies, finance companies, qualified overseas institutional investors and other legal persons, natural persons or other qualified investors in accordance with the provisions of the CSRC, including the controlling shareholder Tangrenshen Group Co.Ltd(002567) holding of the company, No more than 35 distribution objects (including 35). Among them, the controlling shareholder Tangrenshen Group Co.Ltd(002567) holding participated in the subscription of the non-public offering shares in cash, with the subscription amount not less than 100 million yuan (including the number) and not more than 150 million yuan (including the number). The number of shares subscribed 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 subscribed shall be rounded off.
Except for Tangrenshen Group Co.Ltd(002567) holding, the board of directors of the company will negotiate with the sponsor (lead underwriter) of the non-public offering of A-Shares to determine the final offering object within the scope of authorization of the general meeting of shareholders and according to the subscription of the offering object.
Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; If a trust and investment company is the issuing object, it can only subscribe with its own funds. The issuing objects of this offering subscribe for A-Shares of this non-public offering in cash.
If the regulatory authorities have other provisions on the qualification of shareholders of the issuing object and the corresponding examination procedures, such provisions shall prevail.
3. 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 less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date).
The final issuing price of the non-public offering of shares will be determined by the board of directors of the company 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 regulatory authorities after the non-public offering of shares is approved by the CSRC.
Tangrenshen Group Co.Ltd(002567) holding 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, Tangrenshen Group Co.Ltd(002567) holding agrees to subscribe for shares at the above issuance price. If the issue price cannot be generated through bidding, Tangrenshen Group Co.Ltd(002567) holding will not participate in the subscription. 4. The total amount of funds raised in this non-public offering does not exceed 1220 million yuan (including this amount). The net amount of funds raised after deducting relevant issuance expenses will be fully invested in the following projects:
Unit: 10000 yuan
Project Name: total investment of the project No. 1 life pig breeding project to be invested in the raised funds
1 Dongchong phase III pig breeding base construction project 19614581 Shanghai Pudong Development Bank Co.Ltd(600000)
2. Construction project of pig seedling breeding 1800000 and 1100000 of Yunfu yun’an Wenshi ecological breeding Co., Ltd
3. 20 Ping An Bank Co.Ltd(000001) 300000 breeding poverty alleviation project of Tangrenshen Group Co.Ltd(002567) group in Furong Village, he’e Town, Rongshui County
4. Pubei Meishen breeding Co., Ltd. farm 30 China Vanke Co.Ltd(000002) 300000
5 Hainan Changjiang Da’an integrated 150000 head breeding project 30 China Vanke Co.Ltd(000002) 300000
II. Other projects
6 supplementary working capital 360 China Union Holdings Ltd(000036) 00000
Total 1536145812200000
If the actual net amount of funds raised in this non-public offering is less than the amount of funds to be invested in the above projects, the company will adjust and finally determine the specific investment amount of the raised funds according to the actual net amount of funds raised and the priorities of the projects. The insufficient part of the raised funds shall be solved by the company through self financing.
Before the funds raised from this non-public offering are in place, the company may invest in advance with self raised funds according to the actual needs of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the raised funds are in place.
5. 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).
If the company’s shares are subject to share distribution, capital reserve conversion to share capital and other matters from the date of resolution of the board of directors to the date of issuance, the upper limit of the number of non-public offering shares will be adjusted accordingly.
At the same time, in order to ensure that this issuance will not lead to changes in the company’s control, except for the controlling shareholders, the number of shares subscribed for by other individual investors and their concerted actors in this non-public offering shall not exceed 25% of the total number of shares issued by the company this time.
The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation of the issuing object after the company obtains the approval of the CSRC on this issuance.
6. After this non-public offering, the shares of this offering subscribed by the issuing object shall not be transferred within six months from the date of the end of this offering; The shares subscribed by the controlling shareholders shall not be transferred within 18 months. All shares derived from the shares obtained by the issuing object based on this non-public offering due to the company’s distribution of stock dividends and the conversion of capital reserve into share capital shall also comply with the above share locking arrangements. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. 7. Among the objects of this non-public offering, Tangrenshen Group Co.Ltd(002567) holding is the controlling shareholder of the company. Therefore, the act of Tangrenshen Group Co.Ltd(002567) holding subscribing for the shares of this non-public offering constitutes a connected transaction.
In addition, as of the announcement date of this plan, no other issuing objects have been determined for this non-public offering. Whether there is a connected transaction due to the subscription of the shares of the company’s non-public offering by related parties will be disclosed in the issuance report announced after the issuance.
8. The accumulated undistributed profits of the company before the non-public offering shall be shared by the new and old shareholders of the company after the non-public offering according to the proportion of shares after the issuance.
9. In order to further standardize and improve the profit distribution policy, enhance the transparency of profit distribution and strengthen the awareness of returning shareholders, the company has formulated the shareholder return plan for the next three years (20202022) according to relevant requirements. The company’s dividend policy and dividend situation in the last three years are detailed in “section VI profit distribution policy and implementation of the company” of this plan.
10. This non-public offering of shares will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to the company’s equity distribution not meeting the listing conditions.
11. After the completion of this non-public offering, it will take some time for the raised funds to generate economic benefits, and the company’s earnings per share will decline in the short term. Investors are hereby reminded to pay attention to the risk of diluting shareholders’ immediate return in this non-public offering. Although the company has formulated measures to cover the risk that the immediate return is diluted, the measures to cover the return do not guarantee the company’s future profits. For the impact of the diluted immediate return of this offering on the company’s main financial indicators and the measures to be taken by the company, see “I. impact of the diluted immediate return of this non-public offering on the company’s main financial indicators” and “VI. measures to be taken by the company for the diluted immediate return of this non-public offering” in “Section VII diluted immediate return of this non-public offering and filling measures” of this plan.
catalogue
The issuer declares that 1 important note 2 catalog 6 interpretation Section 1 Summary of the non-public offering plan nine
1、 Basic information of the issuer nine
2、 Background and purpose of this non-public offering ten
3、 Issuing object and its relationship with the company twelve
4、 Summary of the non-public offering plan twelve
5、 Whether this issuance constitutes a connected transaction sixteen
6、 Does this issuance lead to changes in the company’s control sixteen
7、 The issuance plan has been approved by relevant competent authorities and the approval procedures to be submitted Section II feasibility analysis of the board of directors on the use of the raised funds twenty-six
1、 The use plan of the funds raised in this non-public offering twenty-six
2、 Necessity and feasibility analysis of the use of the raised funds twenty-six
3、 The impact of this issuance on the operation, management and financial status of the company thirty
4、 Conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 31 I. after the issuance, the company’s business and assets, articles of association, shareholder structure, senior management structure and business structure
Changes thirty-one
2、 Changes in the company’s financial position, profitability and cash flow after the issuance III. business relations, management relations and related party transactions between the company and its major shareholders and their affiliates after the issuance
Changes in ease of trade and horizontal competition 32 IV. after the completion of this offering, is there any situation that the company’s funds and assets are occupied by the controlling shareholders and their affiliates
The circumstances in which the guarantor or its controlling shareholder is provided by V. whether the liability structure of the listed company is reasonable and whether there is a large increase in liabilities (including contingent liabilities) through this issuance
Debt), whether there is a situation that the debt ratio is too low and the financial cost is unreasonable thirty-three
6、 Risk description related to this issuance thirty-three
Section IV profit distribution policy and implementation of the company thirty-seven
1、 The company’s profit distribution policy thirty-seven
2、 Profit distribution and use of undistributed profits of the company in the last three years forty
3、 The company’s shareholder return plan for the next three years Section V diluted immediate return and filling measures of this non-public offering forty-four
1、 The impact of the diluted immediate return of this non-public offering on the company’s main financial indicators forty-four
2、 The company’s risk tips for diluting the immediate return of this non-public offering forty-seven
3、 The necessity and rationality of this non-public offering forty-seven
4、 The relationship between the investment project of the raised funds and the existing business of the company forty-seven
5、 The company’s reserves in personnel, technology, market, etc. engaged in fund-raising projects forty-seven
6、 Measures taken by the company to dilute the immediate return of this non-public offering 49 VII. Commitment of directors and senior managers of the company to take filling measures for diluted immediate return from non-public offering of shares
Promise VIII. The controlling shareholder and actual controller of the company take filling measures for diluting the immediate return of non-public offering of shares
promise…… fifty-two
9、 Procedures for consideration of filling measures and commitments for diluted immediate return of this offering fifty-three
