Securities code: Angel Yeast Co.Ltd(600298) securities abbreviation: Angel Yeast Co.Ltd(600298) Lin No. 2022051 Angel Yeast Co.Ltd(600298)
Announcement that Hongyu packaging materials, a holding subsidiary, plans to start non-public directional issuance of shares
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Angel Yeast Co.Ltd(600298) (hereinafter referred to as: the company) holding subsidiary Hubei Hongyu new packaging materials Co., Ltd. (hereinafter referred to as: Hongyu packaging materials) plans to start non-public directional issuance of shares. The non-public directional issuance of shares will not exceed 1 million shares, and the total amount of funds raised is expected to not exceed 10.35 million yuan. The number of shares issued and the raised funds shall be subject to the actual subscription.
The company plans to subscribe for the non-public directional issuance of Hongyu packaging materials in cash, with a total subscription amount of RMB 6.7275 million and a subscription number of 650000 shares.
This item has been deliberated and approved at the first meeting of the ninth board of directors and the first meeting of the ninth board of supervisors. According to the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, this item does not need to be submitted to the general meeting of shareholders for deliberation.
On April 18, 2022, the company held the first meeting of the ninth board of directors and the first meeting of the ninth board of supervisors, and deliberated and adopted the proposal on the non-public directional issuance of shares by Hongyu packaging materials. In combination with the business development needs of Hongyu packaging materials, the company's holding subsidiary, Hongyu packaging materials plans to start the non-public directional issuance of shares, and the board of directors plans to authorize the company and the management of Hongyu packaging materials to start matters related to the non-public directional issuance of shares in order to increase the scale of its working capital, further optimize the financial structure, and improve the overall operating ability and anti risk ability. The non-public directional issuance of shares by Hongyu packaging materials will not cause the company to lose its control over Hongyu packaging materials. The details are as follows:
1、 Basic information of Hongyu packaging materials
(I) basic information
Hongyu packaging materials was established on November 3, 1998 with a registered capital of 60 million yuan. It is registered at No. 1, Juxiang Avenue, yaqueling District, Yichang city. The legal representative is Shi Rujin. The company is mainly engaged in the R & D, production and sales of color printing composite packaging materials, breathable films and injection molding products, and mainly provides plastic color printing composite films, food grade injection molding containers and breathable film products for customers in downstream industries.
(II) equity structure
Hongyu packaging materials was listed on the National SME share transfer system on May 12, 2016, with the securities code of 837174. Up to now, the equity structure is as follows:
Name of shareholder number of shares shareholding ratio
Angel Yeast Co.Ltd(600298) 39,000000 650000%
Xi Dafeng 179998 Guangdong Tianhe Agricultural Means Of Production Co.Ltd(002999) 97%
Yichang Yiling Chengfa Industry Investment Fund (limited partnership) 18750003.1250%
Taiyi (Yichang) Equity Investment Fund Management Co., Ltd. 11250001.8750%
Xinyu haoying industry and Trade Co., Ltd. 200 0.0003%
Total 600 Ping An Bank Co.Ltd(000001) 00.00%
(III) main financial data and indicators in the last two years
Unit: 10000 yuan
December 31, 2021 / 2021 December 31, 2020 / 2020
project
(the above data has been audited) (the above data has been audited)
Total assets 74064615841963
Total liabilities 42119793023851
Net assets 31944832818112
Operating income 59763835233062
Net profit 376371711042
2、 Information related to non-public directional issuance of shares
(I) purpose of issuance
Hongyu packaging materials plans to issue shares through non-public orientation to supplement working capital, promote operation and development, improve market competitiveness and profitability, enhance comprehensive competitiveness, and expand the scale of share capital at the same time.
(II) issuing method and time
The issuance method is to issue to specific objects, who subscribe for the non-public directional issuance of shares in cash. The non-public directional issuance of shares can only be implemented after being reviewed and approved by the shareholders' meeting of Hongyu packaging materials and the self-discipline review of the national share transfer system.
(III) type and par value of issued shares
The type of shares issued this time is RMB ordinary shares, with a par value of RMB 1.00 per share.
(IV) issuing price and pricing principle
The price of the non-public directional issuance of shares is 10.35 yuan / share. The price of the non-public directional issuance of shares comprehensively considers the industry, growth, future business development prospects, net assets per share, P / E ratio, state-owned holding and other factors of Hongyu packaging materials, takes the assessed value of shareholders' equity issued by United Zhonghe Land Real Estate Assets Appraisal Co., Ltd. as the pricing basis, and is finally determined after communicating with the issuing object.
According to the "United Zhonghe pingbao Zi (2022) No. 6102" asset appraisal report issued by United Zhonghe Land Real Estate Assets Appraisal Co., Ltd., the appraisal adopts the income method as the final conclusion. On the benchmark date of December 31, 2021, the market value of all shareholders' equity assessed is 619938600 yuan, and the corresponding net asset per share is 10.33 yuan.
(V) issuing object and subscription method
The objects of this private placement are Angel Yeast Co.Ltd(600298) , Xi Dafeng, Yichang Yiling Chengfa Industry Investment Fund (limited partnership) and Taiyi (Yichang) Equity Investment Fund Management Co., Ltd., all of which are the top ten shareholders of Hongyu packaging materials.
The non-public directional issuance of shares shall be subscribed by the issuing object in cash.
(VI) number of issues and amount raised
Subscription amount (number of shares) (yuan)
1 Angel Yeast Co.Ltd(600298) 650000 6,727500.00
2 seats Dafeng 30 Grandjoy Holdings Group Co.Ltd(000031) 0500000
3 Yichang Yiling city development industry investment 31 Hc Semitek Corporation(300323) 95500
Fund (limited partnership)
4. Equity investment of Taiyi (Yichang) 1870019354500
Fund Management Co., Ltd
Total 10 Ping An Bank Co.Ltd(000001) 035000000
The non-public directional issuance of shares will not exceed 1000000 shares, and the total amount of funds raised is expected to not exceed 10350000 yuan. The number of shares issued and the raised funds shall be subject to the actual subscription.
(VII) restricted period
The non-public directional issuance of shares does not involve legal restrictions on sales.
(VIII) purpose of raised funds
The funds raised from the non-public directional issuance of shares are intended to supplement the working capital of Hongyu packaging materials.
(IX) changes in control of Hongyu packaging materials before and after the issuance
Before and after this offering
(estimated)
Type name shareholding quantity shareholding subscription quantity shareholding quantity shareholding
(share) proportion (share) (share) proportion
Holding Angel Yeast Co.Ltd(600298) shares 390 Shenzhen Zhenye(Group)Co.Ltd(000006) 5% 65 China International Marine Containers (Group) Co.Ltd(000039) 65 Norinco International Cooperation Ltd(000065) %
Shareholder limited company
Before this offering, the company held 65% shares of Hongyu packaging materials, was the controlling shareholder of Hongyu packaging materials, and Yichang SASAC was the actual controller of Hongyu packaging materials. After the completion of this offering, the company still holds 65% shares of Hongyu packaging materials and remains the controlling shareholder of Hongyu packaging materials. Yichang SASAC is still the actual controller of Hongyu packaging materials. The control right of Hongyu packaging materials has not changed before and after the directional issuance of non-public offering shares. (x) relevant information about the company's subscription for the directional issuance of shares by Hongyu packaging materials
The company plans to subscribe for the non-public directional issuance of Hongyu packaging materials in cash, with a total subscription amount of RMB 6.7275 million and a subscription number of 650000 shares.
3、 Relevant authorization instructions
The company agrees to authorize the board of directors of Hongyu packaging materials to handle all matters related to the non-public directional issuance of shares in accordance with the law, including but not limited to: formulating and implementing the specific plan of the stock issuance, and making corresponding adjustments to the specific plan when the situation changes; Handle the application and filing of this non-public directional issuance of shares; Prepare, modify, supplement, submit, sign and execute documents and agreements related to this non-public directional offering of shares; Hire intermediaries involved in the non-public directional issuance of shares and determine their professional service fees; After the completion of the non-public directional issuance of shares, handle the shareholder change registration, industrial and commercial change registration and other related matters of Hongyu packaging materials; Handle other matters related to the non-public directional issuance of shares. The authorization shall be valid for 12 months from the date when the resolution approving the authorization is adopted by the general meeting of shareholders of Hongyu packaging materials. 4、 Impact on Listed Companies
The funds raised from this non-public directional issuance of shares will be used for purposes related to the main business of Hongyu packaging materials, which is conducive to ensuring the normal development of Hongyu packaging materials, improving the overall operating capacity of Hongyu packaging materials, increasing the comprehensive competitiveness of Hongyu packaging materials, and bringing a positive impact on the subsequent development of Hongyu packaging materials. As the controlling shareholder of Hongyu packaging materials, the shareholders' equity will be positively affected.
5、 Opinions of independent directors
Independent directors believe that the non-public directional issuance of shares by Hongyu packaging materials is conducive to ensuring the normal development of its operation, improving the overall operating ability and comprehensive competitiveness, enhancing the sustainable profitability and comprehensive competitiveness of listed companies, and continuously promoting the steady and healthy development of the company. The deliberation and voting procedures comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of listed companies and shareholders, It is agreed that Hongyu packaging materials will start the non-public directional issuance of shares. 6、 Opinions of the board of supervisors
The board of supervisors believes that the launch of non-public directional shares by Hongyu packaging materials can effectively promote the development of Hongyu packaging materials, which is conducive to the healthy and stable development of the company, the legal and compliance of deliberation and voting procedures, and there is no situation damaging the interests of shareholders and minority shareholders of the company. It agrees that Hongyu packaging materials will launch non-public directional issuance of shares.
It is hereby announced.
Angel Yeast Co.Ltd(600298) board of directors April 19, 2022
