Securities abbreviation: Joyvio Food Co.Ltd(300268) securities code: Joyvio Food Co.Ltd(300268) SZ Joyvio Food Co.Ltd(300268)
(registered address: No.1 Guihua Road, Zoushi Town, Taoyuan County, Changde City, Hunan Province)
Plan for issuing A-Shares to specific objects in 2022 April 2002
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, and bear individual and joint legal liabilities.
2. After the issuance of shares to specific objects, 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 the issuance of shares to specific objects.
3. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. 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 described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
1. Matters related to the issuance of shares to specific objects have been deliberated and adopted at the 16th interim meeting of the Fourth Board of directors of the company. According to the provisions of relevant laws, regulations, rules and normative documents, the issuance plan can only be implemented after the deliberation and approval of the company's general meeting of shareholders, the approval of Shenzhen Stock Exchange and the registration of China Securities Regulatory Commission.
2. This issuance is targeted at specific objects. The issuing object is jiawo group. The issuing object has signed a conditional stock subscription agreement with the company. Jiawo group subscribes for the shares issued this time in RMB cash. The transaction of issuing shares to specific objects constitutes a connected transaction.
3. The issuing price of the shares issued to specific objects this time is 14.80 yuan / share, which is no less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date. The pricing benchmark date of this issuance is the announcement date of the resolution of the board of directors on this issuance of shares to specific objects (the announcement date of the resolution of the 16th interim meeting of the Fourth Board of directors of the company, i.e. April 14, 2022).
If the company has 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 to the issuance date, the issuance price shall be adjusted accordingly.
4. The total amount of funds raised in this issuance is not less than 515632000 yuan (including this amount) and not more than 773448000 yuan (including this amount). The company will use all of them to supplement working capital after deducting the issuance expenses. 5. The number of shares issued to specific objects this time is determined by dividing the total amount of raised funds by the issue price, which is not less than 34.84 million shares (including 34.84 million shares) and not more than 52.26 million shares (including 52.26 million shares). The number of shares issued this time does not exceed 30% of the total share capital of the company before this issuance. The final issuance quantity will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed by the Shenzhen Stock Exchange and approved by the CSRC. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued this time will be adjusted accordingly.
If the company has 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 to the issuance date, the upper limit of the number of shares issued this time shall be adjusted accordingly.
6. The shares subscribed by jiawo group shall not be transferred within 36 months from the date of issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, the reduction of the issued shares subscribed by the issuing object shall comply with the relevant provisions of the CSRC, Shenzhen Stock Exchange and other regulatory authorities. During the above-mentioned share restriction period, the shares derived from the shares issued this time subscribed by the issuing object due to the company's share offering, conversion of capital reserve into share capital and other matters shall also comply with the above-mentioned share restriction arrangement.
7. After the issuance, the accumulated undistributed profits of the company before the issuance shall be shared by the new and old shareholders of the company according to the proportion of shares after the issuance.
8. According to the relevant requirements of 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) issued by the CSRC, the "Section VII profit distribution of the company" of this plan has an impact on the company's current profit distribution policy The dividend distribution of the company in the last three years has been explained and brought to the attention of investors.
9、 In accordance with the relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17), the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), and the guiding opinions on matters related to initial issuance, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), etc, The company has formulated the measures to fill the diluted immediate return after issuing shares to specific objects, and the controlling shareholders, actual controllers, directors and senior managers of the company have made commitments to the practical implementation of the measures to fill the return, For details of relevant measures and commitments, see "II. Relevant commitments made by the board of directors of the issuer and specific measures to fulfill the return if the immediate return is diluted in this issuance" in "Section VIII statements and commitments of the board of directors related to this issuance" of this plan.
10. After the completion of this offering to specific objects, the controlling shareholders and actual controllers of the company will not change. The equity distribution of the company meets the listing requirements of Shenzhen Stock Exchange and will not lead to any situation that does not meet the listing conditions.
11. After the completion of this offering, the shareholding ratio of jiawo group shall not be less than 55.06% (including this number) and not more than 58.52% (including this number). According to the relevant provisions of the measures for the administration of the acquisition of listed companies, jiawo group subscribed for the issuance of shares to specific objects to trigger the obligation of tender offer.
According to Article 63 of the measures for the administration of the acquisition of listed companies, investors may be exempted from making offers "(III) With the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from the relevant provisions of "offer", Jiawo group has promised that the shares obtained in this issuance will not be transferred within 36 months from the date of completion of this issuance, and the offer can be exempted after being approved by the non affiliated shareholders of the general meeting of shareholders of the company.
The board of directors of the company has requested the general meeting of shareholders to approve the subscription object from issuing an offer.
12. In particular, investors are reminded to carefully read the "section VI risk description related to this stock issuance" of this plan and pay attention to investment risks.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of the plan for issuing A-Shares to specific objects nine
1、 Basic information of the company nine
2、 Background and purpose of this issuance of shares to specific objects ten
3、 Issuing object and its relationship with the company thirteen
4、 Summary of the stock issuance scheme to specific objects thirteen
5、 The raised funds are invested in fifteen
6、 This issuance of shares to specific objects constitutes a connected transaction fifteen
7、 The issuance of shares to specific objects will not lead to changes in the company's control fifteen
8、 Notes on exemption from tender offer sixteen
9、 Whether the distribution of the company's equity to specific objects this time does not meet the listing conditions sixteen
10、 Approval procedures for this issuance to specific objects Section 2 basic information of issuing objects eighteen
1、 Overview of jiawo group eighteen
2、 Structure chart of equity and control relationship of jiawo group eighteen
3、 The business situation of jiawo group nineteen
4、 Brief financial data of jiawo group in the last year V. punishment and litigation of jiawo group and its directors, supervisors and senior managers in the past five years twenty
6、 Horizontal competition and related party transactions VII. The issuing objects, their controlling shareholders and actual controllers within 24 months before the disclosure of the stock issuance plan to specific objects
Major transactions between people and companies twenty-five
8、 Sources of subscription funds 26 section III summary of the share subscription agreement twenty-seven
1、 Agreement subject twenty-seven
2、 The subject matter of the agreement twenty-seven
3、 Subscription price, subscription quantity and subscription method twenty-seven
4、 Arrangement of sales restriction period twenty-eight
5、 Arrangements for rolling over undistributed profits twenty-eight
6、 Prerequisites twenty-nine
7、 Payment method twenty-nine
8、 Liability for breach of contract twenty-nine
9、 Force majeure thirty
10、 Effectiveness, change and termination of the agreement Section IV feasibility analysis of the board of directors on the use of the raised funds thirty-two
1、 The use plan of the funds raised by issuing shares to specific objects thirty-two
2、 The necessity and feasibility of raising funds by issuing shares to specific objects thirty-two
3、 The impact of the application of the raised funds on the operation, management and financial status of the company Section V discussion and analysis of the board of directors on the impact of this issuance on the company 36 I. after the issuance, the company's business and assets, articles of association, shareholder structure, senior management structure and business structure
Changes thirty-six
2、 Changes in the company's financial position, profitability and cash flow after the issuance 37 III. business relationship, management relationship, related party transactions and the same relationship between the company and its controlling shareholders and their affiliates after the issuance
Changes in industry competition thirty-eight
4、 After the completion of this offering, the company's funds, asset occupation and related guarantees thirty-eight
5、 The impact of this issuance on the company's liabilities 39 section VI description of risks related to this stock issuance forty
1、 Risks associated with this offering forty
2、 Industry and business risks forty
3、 Financial risks forty-one
4、 Other risks Section 7 profit distribution of the company forty-three
1、 Profit distribution policy forty-three
2、 Profit distribution in the last three years 46 Section VIII statements and commitments of the board of directors related to this offering forty-eight
1、 Statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering 48 II. In case of diluting the immediate return, the board of directors of the issuer shall make relevant commitments and fulfill the specific measures to fill the return
Shi forty-eight
interpretation
In this plan, unless the context otherwise requires, the following words have the following meanings: the company / company / listed company / issuer / refers to Joyvio Food Co.Ltd(300268) Joyvio Food Co.Ltd(300268) this issuance to specific objects / this issuance to specific objects Joyvio Food Co.Ltd(300268) intends to issue shares to specific objects
Issuance scheme refers to the scheme of Joyvio Food Co.Ltd(300268) issuing A-Shares to specific objects
This plan refers to the plan for Joyvio Food Co.Ltd(300268) Co., Ltd. to issue A-Shares to specific objects in 2022
"Share subscription agreement" refers to the share subscription agreement between Joyvio Food Co.Ltd(300268) and jiawo Group Co., Ltd. with conditional effect
Jiawo group refers to jiawo Group Co., Ltd., which is the controlling shareholder of Joyvio Food Co.Ltd(300268) company
Lenovo holdings refers to Lenovo Holdings Co., Ltd., which is the actual controller of Joyvio Food Co.Ltd(300268) company
Australis seafoods S.A. / refers to austral acquired by australis seafoods S.A. in July 2019
