ZSIG(SH:600313) Zheng Quan Zhi Xing·2025-08-15 11:17Core Viewpoint - The company, Zhongnongfa Seed Industry Group Co., Ltd., has signed a conditional share subscription agreement with China Agricultural Development Group Co., Ltd. and its subsidiary, Huannong Asset Management Co., Ltd., for a total cash subscription amount of 406,961,078 yuan [1][2]. Summary by Sections Agreement Details - The subscription agreement involves a total subscription amount of 406,961,078 yuan, with China Agricultural Development Group and Huannong Asset as the subscribers [1][2]. - The agreement is classified as a related party transaction since both subscribers are affiliated with the company [2][4]. Related Party Information - China Agricultural Development Group is the actual controller of the company, while Huannong Asset is a wholly-owned subsidiary of China Agricultural Development Group [2][4]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [4]. Financial Information - The company plans to issue 79,175,306 A-shares, not exceeding 30% of the total share capital prior to the issuance [11]. - The issue price is set at 5.14 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [11][12]. Purpose and Impact of the Transaction - The transaction aims to convert state funding into direct investment in the company, helping to clarify and implement state capital rights [17]. - It is expected to increase the company's total assets and net assets, reduce the debt-to-asset ratio, lower financial costs, and enhance profitability [17]. Approval Process - The issuance requires approval from the company's shareholders' meeting, as well as review and registration by the Shanghai Stock Exchange and the China Securities Regulatory Commission [4][17]. - Independent directors have reviewed the transaction and found it compliant with relevant laws and regulations, ensuring fairness and no harm to shareholders' interests [16].