Securities code: Beijing Scitop Bio-Tech Co.Ltd(300858) securities abbreviation: Beijing Scitop Bio-Tech Co.Ltd(300858) Announcement No.: 2022034 Beijing Scitop Bio-Tech Co.Ltd(300858)
Announcement on the controlling shareholder’s participation in the subscription of the company’s shares issued to specific objects and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Overview of related party transactions
(I) basic information of the transaction
Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company”) intends to issue shares to specific objects (hereinafter referred to as “the offering”). The funds to be raised in this offering shall not exceed RMB 70 million (including this amount); The number of shares issued this time shall be determined by dividing the total amount of raised funds by the issue price, and shall not exceed 37 million shares (including this number), and shall not exceed 30% of the total share capital of the company before this issuance.
On April 24, 2020, the company signed the conditional effective share subscription contract (hereinafter referred to as the “share subscription contract”) with sun tianshong, the controlling shareholder and actual controller. Sun tianshong plans to participate in the subscription of the company’s issuance in cash, with the subscription amount not exceeding 50 million yuan (including this amount).
(II) relationship
Sun Tiansong directly holds 30.24% of the shares of the company, is the controlling shareholder and actual controller of the company, and serves as the chairman of the company. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, this issuance constitutes a connected transaction.
(III) approval procedure
On April 24, 2022, the company held the 15th meeting of the second board of directors, deliberated and adopted the proposal on related party transactions involved in the company’s issuance of shares to specific objects and other related issues. The independent directors of the company approved the related party transactions in advance and expressed their agreed independent opinions. On April 24, 2020, the company held the 14th meeting of the second board of supervisors, deliberated and approved the proposal on the company’s issuance of shares to specific objects involving related party transactions and other relevant proposals on the issuance of shares to specific objects.
This offering is subject to the approval of the general meeting of shareholders of the company, the examination and approval of Shenzhen Stock Exchange and the approval and registration decision of China Securities Regulatory Commission (hereinafter referred to as “CSRC”). This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. 2、 Basic information of related parties
Ms. sun Tiansong, born in November 1967, Chinese nationality, without permanent residency abroad, has a doctoral degree. She is now a doctoral supervisor and professor of the school of food science and engineering of Inner Mongolia Agricultural University. At the same time, she is also the chairman and chief scientist of the company (direction of compound food additives). From September 1990 to November 1995, he served as a teaching assistant in the school of food science and engineering of Inner Mongolia Agricultural University, a lecturer from December 1995 to April 2001, an associate professor from May 2001 to June 2007, and a professor since July 2007. Since January 2015, he has been the chief scientist of the company (in the direction of compound food additives); From December 2016 to now, he has served as a director of the company; Since June 2017, he has served as the chairman of the company.
Sun Tiansong directly holds 30.24% of the shares of the company, is the controlling shareholder and actual controller of the company, and serves as the chairman of the company. According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, this issuance to specific objects constitutes a connected transaction. 3、 Basic information of related party transactions
The subject matter of this connected transaction is the RMB common shares (A shares) issued by the company to specific objects. 4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price 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).
Sun Tiansong, the controlling shareholder and actual controller of the company, does not participate in the inquiry process of this issuance to specific objects, but promises to accept the market inquiry results and subscribe at the same price as other investors. If the issue price fails to be generated through inquiry, sun Tiansong will give up his subscription for the shares issued by the company.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance price will be adjusted accordingly.
The final issue price of this offering will be determined by the board of directors of the company and the sponsor (lead underwriter) through negotiation according to the subscription quotation of the issuing object in accordance with the provisions of relevant laws, administrative regulations, rules and normative documents after the company’s application for this offering is reviewed and approved by Shenzhen Stock Exchange and the decision of consent and registration is made by China Securities Regulatory Commission. 5、 Main contents of related party transaction agreement
(I) contract subject and signing time
Party A: Beijing Scitop Bio-Tech Co.Ltd(300858)
Party B: sun Tiansong
Signed on: April 24, 2022
(II) share subscription scheme
1. Subscription method
Party B subscribes the shares issued by Party A in RMB cash.
2. Number of shares subscribed
Party B shall subscribe Beijing Scitop Bio-Tech Co.Ltd(300858) shares at the subscription price agreed in this contract with no more than 50 million yuan in cash. The final number of shares subscribed by Party B is its subscription amount divided by the final issue price (i.e. the number of shares subscribed = subscription amount ÷ issue price). Within the above subscription scope, the board of directors of Party A shall negotiate with Party B to determine the final subscription amount and the number of shares according to the market conditions in accordance with the authorization of the general meeting of shareholders.
The final issuance quantity will be determined by the board of directors of Party A 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 Shenzhen Stock Exchange and approved by the CSRC for registration. 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.
In case of 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.
3. Subscription price
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price 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 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). The final issue price shall be determined by the board of directors through negotiation with the sponsor (lead underwriter) according to the bidding results in accordance with the relevant rules of the CSRC and the Shenzhen Stock Exchange after the issuance is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC for registration.
Party B does not participate in the inquiry process issued to specific objects, but promises to accept the market inquiry results and subscribe at the same price as other investors. If the issue price cannot be generated through inquiry, Party B will give up the subscription of the shares issued by the company.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date of Party A’s shares, the issuance price of this issuance will be adjusted accordingly.
4. Restricted period
After this issuance, the shares subscribed by Party B shall not be transferred within 36 months from the date of this issuance. After the expiration of the restriction period, it shall be implemented in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail.
The shares issued by the company obtained by Party B and derived from the company’s distribution of stock dividends, conversion of capital reserve and other forms shall also comply with the above share locking arrangements; After the expiration of the sales restriction period, the reduction of shares shall also comply with the company law, securities law and other laws and regulations, normative documents, relevant rules of Shenzhen Stock Exchange and relevant provisions of Beijing Scitop Bio-Tech Co.Ltd(300858) articles of association.
(III) effectiveness of the agreement
This contract is established after being signed by the legal representative or authorized representative of Party A and stamped with the official seal of the company and signed by Party B. This contract will come into force after the issuance of shares is approved by Beijing Scitop Bio-Tech Co.Ltd(300858) board of directors and general meeting of shareholders, reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration.
(IV) termination and cancellation of the agreement
1. Party A and Party B may terminate or terminate this contract in writing by consensus.
2. During the performance of this contract, in case of Force Majeure specified by law and this contract, either party to the contract has the right to unilaterally terminate this contract without legal liability.
3. Except for the force majeure events specified in this contract, if the issuance or subscription of Party B cannot be effectively completed due to any reason not attributable to either party of Party A and Party B, this contract shall be automatically terminated from the date of the occurrence of such event, and neither Party A nor Party B shall be liable for breach of contract. If Party B has paid the subscription money at that time, Party A shall return the subscription money paid by Party B plus the deposit interest of the people’s Bank of China in the same period to Party B within a reasonable time. Party A and Party B will settle the subsequent matters after the termination of this contract through friendly negotiation.
4. If Party B fails to perform and deliver the subscription money on time in accordance with the provisions of this contract, this contract shall be terminated and terminated, and Party B shall be liable for breach of contract in accordance with this contract.
(V) provisions on liability for breach of contract
1. If Party B fails to fulfill its obligation to pay the subscription money on time in accordance with the provisions of this contract, it will constitute a breach of contract. If the contract is terminated and terminated, Party B shall compensate Party A for the losses caused by its breach of contract (including the reasonable expenses incurred due to the request), and the amount of compensation shall be limited to the actual losses caused to Party A.
2. If the issue of shares agreed under this contract is not deliberated and approved by (1) Beijing Scitop Bio-Tech Co.Ltd(300858) board of directors; (2) Beijing Scitop Bio-Tech Co.Ltd(300858) approved by the general meeting of shareholders; (3) The approval of Shenzhen Stock Exchange or (4) the consent of China Securities Regulatory Commission to registration does not constitute Party A’s breach of contract.
3. If Party A fails to deliver the subscribed shares to Party B in accordance with the contract, Party B has the right to recover the subscribed shares from Party A on the premise that Party B has paid the subscription money in full and on time. 6、 Transaction purpose and impact on the company
(I) purpose of this issuance
This issuance will help the company further improve the production capacity of probiotic raw materials, bacterial powder and end consumer goods when the existing production capacity is close to saturation. At the same time, it will improve the research capacity of probiotics, develop various functional products added with probiotics, consolidate and strengthen the company’s position in the industry, provide impetus for the company’s future business development, and further build strong core competitiveness and sustainable profitability.
Sun Tiansong, the controlling shareholder and actual controller of the company, subscribed for the shares issued by the company, which reflects his support for the company’s development strategy and confidence in the company’s development prospects, and is conducive to the implementation of the company’s long-term strategic decision.
(II) impact of this issuance on the company
It is conducive to the company’s ability to raise funds and enhance the company’s main business competitiveness around the company’s core interests, which will help the company to continuously raise funds and improve the company’s main business. At the same time, this issuance will not lead to significant changes in control, senior management structure and business structure. 7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date of this announcement, the total amount of various related party transactions between the company and sun Tiansong is 300000 yuan, which is his salary as the company’s chief scientist (compound food additives). 8、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
The independent directors gave prior approval to the company’s proposals related to related party transactions in this issuance and issued the following prior approval opinions:
Sun Tiansong, the controlling shareholder and actual controller of the company, intends to participate in the subscription of the shares issued in cash, which constitutes a connected transaction. The pricing method of this offering is fair and equitable, and the relevant provisions of the conditional effective share subscription contract to be signed by the company with the controlling shareholder and actual controller sun tianshong are determined based on normal commercial principles. The related party transactions involved in this offering comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
The independent directors of the company approved the issues related to the issuance of shares to specific objects in 2022 and agreed to submit relevant proposals to the 15th meeting of the second board of directors for deliberation.
(II) independent opinions of independent directors
The independent directors reviewed the proposal on signing a conditional effective share subscription contract with the controlling shareholder and actual controller sun tianshong and the proposal on related party transactions involved in the issuance of shares to specific objects, and expressed their independent opinions as follows:
1. Sun tianshong, the controlling shareholder and actual controller of the company, participated in the related party transactions of the company’s issuance of shares to specific objects, following the principles of fairness, impartiality, voluntariness and good faith. The conditional effective share subscription contract signed by the company and sun tianshong meets the needs of the company’s future development and strategic development, the interests of listed companies and all shareholders, and there is no situation damaging the interests of minority shareholders. The independent directors of the company unanimously agreed to sign the share subscription contract with the controlling shareholder and actual controller, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Sun Tiansong, the controlling shareholder and actual controller of the company, intends to participate in the subscription of the shares issued in cash, which constitutes a connected transaction. The pricing method of this offering is fair and equitable, and the relevant provisions of the conditional effective share subscription contract to be signed by the company and the controlling shareholder are determined based on normal commercial principles. The related party transactions involved in this offering comply with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. As an affiliated director, sun Tiansong has avoided voting on the proposals related to this issuance. The independent directors of the company unanimously agreed on the related party transactions involved in the issuance of shares to specific objects, and agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation. 9、 Documents for future reference
1. Resolutions of the 15th meeting of the second board of directors;
2. Resolutions of the 14th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 15th meeting of the second board of directors;
4. Independent directors’ opinions on the 15th meeting of the second board of directors
