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today, kaisai biology (688065.SH) shares closed at 51.04 yuan, down 1.18, with a total market value of 29.776 billion yuan. The company's share price is currently below the IPO price.
on the evening of November 10, kaiser bio disclosed the announcement on the closing of some of the fund-raising projects and the use of the surplus funds raised to transfer the minority shareholders' shares of the holding subsidiary by way of public delisting. According to the announcement, the name of the project is Kaisai (Wusu) Biotechnology Co., Ltd. with an annual output of 30000 tons of long-chain dibasic acid and 20000 tons of long-chain polyamide (hereinafter referred to as "Wusu Technology Project").
kaisai biology plans to raise a total of 512.6431 million yuan from the savings after the closing of the project (the current balance of the special account for raised funds is 544.2197 million yuan, and after deducting 31.5766 million yuan of the relevant contract warranty fund to be paid for the project, the actual savings are 512.6431 million yuan, the specific amount is subject to the balance of the special account on the day the funds are transferred out) for the public delisting of Kaiser (Taiyuan) Biotechnology Co., Ltd. ("Taiyuan Technology") held by Shanxi Transformation Industrial Park Group Co., Ltd. ("Shanxi Transformation Group") 49.875% equity.
The acquisition of the minority shareholders' equity of the holding company does not constitute a connected transaction, nor does it constitute a major asset reorganization, and there are no significant legal obstacles to the implementation of this transaction.
The transfer of equity is still subject to the transaction process of the Shanxi property rights trading market and procedures such as registration of changes in the equity of the subject enterprise. This transaction needs to be completed through public delisting. There is still uncertainty about whether the delisting can be completed and approved by the relevant state-owned regulatory authorities. The company will perform the corresponding disclosure procedures in accordance with relevant laws and regulations and the "Articles of Association.
According to the announcement, the company will publicly issue 41,668,198 RMB common shares to the public in 2020, with a par value of RMB 1.00 per share and an issue price of RMB 133.45 per share. The total raised capital is RMB 5,560.621 million. After deducting various issuance expenses (excluding VAT) of RMB 280.6272 million, the net raised capital is RMB 5,279.9938 million.
On the evening of June 25, 2023, Kaiser Bio disclosed a fixed increase plan. The company intends to raise no more than 6.6 billion yuan from the enterprise controlled by Liu Xiucai. At the same time, China Merchants Group will indirectly subscribe for some of the shares of the fixed increase and become a shareholder of the company.
The 2023 plan for the issuance of A shares to specific targets released by Kaisai Bio shows that the total amount of funds raised from the issuance of shares to specific targets does not exceed RMB 6600 million, and the net amount of funds raised after deducting related issuance expenses is planned to be used. Replenish working capital and repay loans.
The type of shares to be issued to specific targets is domestically listed RMB ordinary shares (A shares) with a par value of RMB 1.00 per share.
This issuance will all be conducted by issuing A- shares to specific targets, and will be issued to specific targets at an appropriate time within the validity period of the approval approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission.
Shanghai Yaoqin (to be established), an enterprise controlled by the family of XIUCAILIU (Liu Xiu Cai), the actual controller of the company, constitutes a connected transaction. The object of this issue is to subscribe for the shares of this issue in cash.
According to the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" and other relevant regulations, the pricing benchmark date for this issuance is the announcement date of the company's board of directors resolution on this issuance (that is, the announcement date of the resolution of the ninth meeting of the second board of directors: June 26, 2023). The issue price is 43.34 yuan per share, which is not less than 80% of the average trading price of the company's shares for the twenty trading days prior to the pricing benchmark date.
After this issuance is approved and registered by the China Securities Regulatory Commission, Shanghai Yao Qin (to be established) intends to subscribe for this non-public issuance of not less than RMB 5900 million and not more than RMB 6600 million (hereinafter referred to as "subscription" Amount "), the number of this issue is determined by dividing the subscription amount by the issue price per share of this non-public issue, that is, the number of issues does not exceed 152284263 shares (including the number), no more than 30% of the total share capital of the company before the issue.
After the completion of this issue, the shares subscribed by the issuer shall not be transferred within 36 months from the date of the end of the issue. The rolling undistributed profits before the issue to a specific target will be shared by the new and old shareholders after the completion of the issue.
The shares to be issued to a specific target are to be listed and traded on the Shanghai Stock Exchange's CRE Board. The relevant resolutions issued to specific objects are valid for 12 months from the date when the company's shareholders meeting reviewed and approved the issuance plan to specific objects.
as of the announcement date of the plan, the company's total share capital of 583278195 shares. Before this issue, CIB held 165199321 shares of the issuer, with a shareholding ratio of 28.32, and was the controlling shareholder of the company. After the completion of this issue, assuming that the maximum number of shares to be issued is 152284263 shares, and considering that CIB will contribute 116655640 shares of Kaiser biological shares, Shanghai Yao Qin (to be established) will hold 36.56 of the shares of the issuer, and CIB's direct shareholding ratio will be reduced to 6.60, the controlling shareholder of the issuer will be changed from CIB to Shanghai Yaoqin (to be established). Before this issuance, the actual controller of the company was XIUCAILIU (Liu Xiu Cai) family, which indirectly held 28.32 percent of the shares of the issuer through CIB, and indirectly controlled 2.50 percent of the shares of the company through controlling the employee stock ownership platforms Jining Boju, Jining Zhongxian and Jining Shuan. The actual controller XIUCAILIU (Liu Xiu Cai) family controlled the voting rights of the company's total 30.82 percent shares. After the completion of the Offering, assuming that the family of XIUCAILIU (Liu Xiu Cai), the actual controller, and the enterprises controlled by him, together control 45.14 per cent of the shares of the Issuer, will remain the actual controller of the Company, based on the maximum number of shares to be issued of 152284263 shares. In summary, after the completion of the issuance to a specific target, the controlling shareholder of the Company will be changed from CIB to Shanghai Yaoqin (to be established), and the actual controller of the Company will still be the family of XIUCAILIU (Liu Xiu Cai), so the issuance will not lead to a change in the control of the Company, nor will it lead to the distribution of the Company's shares not eligible for listing.
Kaisai Bio was listed on the Shanghai Stock Exchange on August 12, 2020, with a total of 41.668198 million shares publicly issued, accounting for 10.00 of the total number of shares after the issue, the issue price is 133.45 yuan per share, the sponsor (lead underwriter) is CITIC Securities Co., Ltd., and the sponsor representatives are Xian Weiguo and Huang Yibin.
the total amount of funds raised by kaiser biology listing is 5560.621 million yuan, and the net amount of funds raised is 5279.9938 million yuan. The net amount of funds finally raised by Kaiser Biology was 581.0838 million yuan more than the original plan. According to the prospectus disclosed by Kaisai Biology on August 11, 2020, the company plans to raise 4698.91 million yuan, which is planned to be used for the 40000-ton/year biological sebacic acid project of Kaisai (Jinxiang) Biomaterials Co., Ltd., the bio-based polyamide engineering technology research center, Kaisai (Wusu) Biotechnology Co., Ltd. annual output of 30000 tons of long-chain dibasic acid and 20000 tons of long-chain polyamide projects to supplement working capital.
the total cost of the listing and issuance of kaiser biology is 280.6272 million yuan (excluding VAT), of which citic securities co., ltd. received underwriting and sponsorship fees of 262.2934 million yuan.
Kaiser Biology's 2022 annual report shows that in 2022, Kaiser Biology will achieve operating income of 2.441 billion yuan, up 3.28 percent from the same period last year. Net profit attributable to shareholders of listed companies was 0.553 billion yuan, down 6.97 percent from the same period last year. Net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses was 0.531 billion yuan, down 5.39 percent from the same period last year. Net cash flow from operating activities was 0.804 billion billion yuan, up 38.88 percent.
Kaiser Biology's report for the third quarter of 2023 shows that in the first three quarters of 2023, Kaiser Biology achieved operating income of 1.565 billion yuan, down 14.81 percent from the same period last year. Net profit attributable to shareholders of listed companies was 0.314 billion yuan, down 35.44 percent from the same period last year. Net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses was 0.256 billion yuan, down 45.99 percent from the same period last year. Net cash flow from operating activities is 0.53 billion yuan, year-on-year decline of 18.32.
On July 12, 2022, Kaiser Bio announced that it plans to pay a dividend (before tax) of 4.5 yuan per 10 shares, with an increase of 4 shares. The equity registration date is July 19, 2022, and the ex-dividend date is July 20, 2022.
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