Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) Announcement No.: pro 2022060
Bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement on signing supplementary agreement and related party transaction of share subscription contract for non-public offering of shares with specific objects with conditional effect
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 tips:
The company plans to issue A-Shares to Zhejiang Taixin Industry Co., Ltd. (hereinafter referred to as “Taixin industry”) in a non-public manner. Taixin industry, Fujian Taisheng Industry Co., Ltd. (hereinafter referred to as “Taisheng industry”) and the company signed the supplementary agreement to the subscription contract for non-public shares with conditional effect. This transaction constitutes a connected transaction, but does not involve major asset restructuring.
In the past 12 months, the company did not have the same type of equity related party transactions with Taixin industry, the same related party. The opinions of the 14th and 8th meetings of the independent board of directors and the eighth meetings of the board of supervisors have been approved and approved. The non-public offering plan can only be implemented after being deliberated and approved by the general meeting of shareholders and approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). There is uncertainty about whether the relevant approval or approval can be obtained and the time of obtaining the approval or approval. Please pay attention to the investment risk.
1、 Overview of related party transactions
Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as “the company”) issued 847457627 shares in this non-public offering. The final approval document of China Securities Regulatory Commission on this offering shall prevail. The total amount of raised funds is 2 million yuan. The company will be used to supplement working capital after deducting issuance expenses. The issuing object of this non-public offering of shares is Taixin industry, a wholly-owned subsidiary of the controlling shareholder. Taixin industry subscribes for the shares issued in cash. On May 7, 2022, because Taixin industry is still in preparation, Taisheng industry signed the share subscription contract of non-public Development Bank shares with conditional effect (hereinafter referred to as the “original subscription contract”) with the company on behalf of Taixin industry. The 17th meeting of the eighth board of directors of the company deliberated and approved the proposal on signing the share subscription contract of non-public Development Bank shares with conditional effect and related party transactions with specific objects, Related directors avoid voting. For details, see the company’s website of Shanghai Stock Exchange (www.sse. Com. CN.) on May 9, 2022 Announcement of disclosure (Announcement No.: pro 2022050).
On May 16, 2022, Taixin industrial completed the establishment registration and approval. On May 20, 2022, the 18th meeting of the 8th board of directors of the company deliberated and adopted the proposal on signing supplementary agreement and related party transaction of share subscription contract of non-public shares with conditional effect with specific objects. The company, Taixin industry Taisheng industry signed the supplementary agreement on the share subscription contract of non-public Development Bank shares with conditional effect (hereinafter referred to as the “supplementary agreement on the share subscription contract with conditional effect”). The related directors avoided voting, and the independent directors of the company have approved and expressed independent opinions on the above matters involving related party transactions in advance.
The related party transactions involved in this non-public offering need to be approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission before implementation. The affiliated shareholders involved in this non-public offering will avoid voting at the general meeting of shareholders. 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
Basic information of Taixin industry
As of the announcement date, the basic information of Taixin industry is as follows:
Company name: Zhejiang Taixin Industrial Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit code 91330424mabmumnr87
Legal representative: Wu Mingwu
The registered capital is 50 million yuan
Date of establishment: May 16, 2022
Registered address: Building 1, No. 2529, Yedao Road, Xitangqiao Street (Development Zone), Haiyan County, Jiaxing City, Zhejiang Province
Room 706
Business scope: general items: paper products manufacturing; Sales of paper products; Investment with self owned funds
Activities; Research and development of emerging energy technologies; Unit logistics management services; Holding company service
Service; Import and export of goods; Technology import and export (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Brief financial data of Taixin industry in recent year
Taixin industry has no financial data for the latest year, and its controlling shareholder Taisheng industry’s main business is foreign equity investment and equity management. The brief financial data of Taisheng industry in the latest year are as follows:
Unit: 10000 yuan
Project December 31, 2021
Total assets 100640844
Total liabilities 60451307
Owner’s equity 40189536
Project year 2021
Operating income 440272
Operating cost 402399
Net profit -1124019
Equity control structure chart of Taixin industry
As of the announcement date, the equity structure of Taixin industry is as follows:
3、 Subject matter of related party transactions
The subject matter of this transaction is the non-public offering of RMB common shares (A shares) of the company.
Taixin industry plans to subscribe for 847457627 shares of the company’s non-public offering (the final number of shares subscribed shall be subject to the number approved by the CSRC).
4、 Pricing of related party transactions
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the 17th meeting of the eighth board of directors of the company (May 9, 2022). The issue price is 2.36 yuan / share, which is no less than 80% of the average trading price of A-Shares of the company 20 trading days before the pricing benchmark date (average trading price of A-Shares 20 trading days before the pricing benchmark date = total trading volume of A-Shares 20 trading days before the pricing benchmark date ÷ total trading volume of A-Shares 20 trading days before the pricing benchmark date).
During the period from the pricing benchmark date to the issuance date, if the company’s share price is adjusted due to ex rights and ex interests, the issuance price of this non-public offering will be adjusted accordingly.
5、 Main contents of related party transaction agreement
On May 20, 2022, the company signed the supplementary agreement to the conditional effective share subscription contract with Taixin industry and Taisheng industry. The main contents of the agreed contract are as follows:
Issuer: Shanying International Holdings Co.Ltd(600567)
Subscriber: Zhejiang Taixin Industrial Co., Ltd
One of the parties: Fujian Taisheng Industrial Co., Ltd
(I) rights and obligations of all parties
All parties agree that Taixin industry is the subscriber under the original subscription contract. Taixin industry agrees to enjoy the rights under the original subscription contract as the subscriber. Subject to the original subscription contract, Taisheng industry will no longer enjoy and undertake any rights, responsibilities and obligations under the original subscription contract.
(II) effectiveness and termination
1. This contract shall be established after being signed and sealed by the legal representatives or authorized representatives of all parties.
2. This contract shall come into force when all the following conditions are met:
(1) Shanying International Holdings Co.Ltd(600567) the board of directors and the general meeting of shareholders have approved the non-public offering plan and other matters related to the non-public offering of shares;
(2) Shanying International Holdings Co.Ltd(600567) the general meeting of shareholders approved the subscriber’s exemption from the offer;
(3) The CSRC has approved Shanying International Holdings Co.Ltd(600567) this non-public offering.
3. This contract shall be automatically terminated in the following circumstances:
(1) The non-public offering is unsuccessful due to reasons not attributable to the company or the subscriber;
(2) The company failed to issue shares within the validity period of the issuance approved by the CSRC, resulting in the invalidation of the approval documents. 6、 Purpose and impact of related party transactions on the company
Purpose of this transaction
1. Optimize the capital structure and enhance the company’s anti risk ability
The company’s non-public offering of shares to raise funds to supplement working capital can enhance financial stability and prevent financial risks; At the same time, the shareholding ratio of controlling shareholders and the net asset value of the company will be significantly increased, and the ownership structure and asset structure will be more stable, which is conducive to enhancing the stability and anti risk ability of the company, providing guarantee for the sustainable, stable and healthy development of the company’s main business, which is in line with the interests of all shareholders.
2. Meet the capital needs in operation and help the development of the company’s main business
This non-public offering aims to further expand the company’s direct financing channels, increase the proportion of equity financing and meet the capital needs of the company’s operation and development. The paper industry is a capital intensive industry. With the continuous expansion of the company’s business scale in the future, the company’s demand for capital continues to increase, and will face greater capital pressure. Through this non-public offering, the company will continue to consolidate and expand its main business, consolidate its position in the industry and enhance its competitiveness.
3. Demonstrating the firm confidence of the company’s controlling shareholders in the future development of the company is conducive to ensuring the sustainable and healthy development of the company
Taixin industry, a wholly-owned subsidiary of Taisheng industry, the controlling shareholder of the company, fully subscribed for the shares of the company’s non-public offering, which fully demonstrated the determination of the controlling shareholder of the company to support the company and its firm confidence in the future development of the company, which is conducive to ensuring the sustainable, stable and healthy development of the company, as well as transmitting positive signals to the market and small and medium-sized shareholders.
Impact of this transaction on the company
After this issuance, the asset liability ratio of the company will be reduced and the capital structure will be optimized; At the same time, the company’s financial strength will be improved, which is conducive to reducing the company’s business risks and ensuring the sustainable, stable and healthy development of the company. This non-public offering does not involve the integration of the company’s existing business and assets, and will not have an adverse impact on the company’s business and assets.
After this non-public offering, the equity distribution of the company meets the listing requirements of Shanghai Stock Exchange and will not lead to the situation that does not meet the conditions for stock listing. Meanwhile, Taisheng industry is still the controlling shareholder of the company, and Wu Mingwu and Xu Lifan are still the actual controllers of the company. This non-public offering will not lead to changes in the control of the company.
7、 Historical related party transactions
As of the date of this announcement, Taixin industry has no related party transactions with Shanying International Holdings Co.Ltd(600567) and its subsidiaries.
8、 Prior approval and independent opinions of independent directors
The independent directors of the company expressed their prior approval opinions and independent opinions on the related party transactions involved in the non-public offering. The details are as follows:
Prior approval opinions of independent directors
Zhejiang Taixin Industrial Co., Ltd. has completed the approval of establishment registration on May 16, 2022. The supplementary agreement to the conditional effective share subscription contract for non-public development shares signed by Taixin industry and the company is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; This connected transaction complies with the principles of openness, fairness and impartiality, and the issuance price and pricing method comply with the provisions of relevant national laws, regulations and normative documents. We agree to submit the above proposal to the 18th meeting of the 8th board of directors of the company for deliberation.
Independent opinions of independent directors
The signing of the supplementary agreement on the share subscription contract for non-public shares with conditional effect between the company and Zhejiang Taixin Industrial Co., Ltd. is the true expression of intention of both parties. The contents and signing procedures of the agreement comply with the provisions of laws and regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; This connected transaction complies with the principles of openness, fairness and impartiality, and the issuance price and pricing method comply with the provisions of relevant national laws, regulations and normative documents. During the deliberation of the board of directors on matters related to the non-public offering of a shares, the company’s affiliated directors have avoided voting, and the voting procedures are legal and effective. We agree to the proposal on signing the supplementary agreement and related party transaction of the share subscription contract of non-public offering shares with conditional effect with specific objects.
9、 Documents for future reference
1. The 18th meeting of the 8th board of directors
