ZSIG(SH:600313) Shang Hai Zheng Quan Bao·2025-08-15 19:49Core Viewpoint - The company, Zhongnongfazhiyuan Group Co., Ltd., has signed a conditional share subscription agreement with China Agricultural Development Group Co., Ltd. and its affiliate, Huannong Assets, for a total subscription amount of 406,961,078 yuan, constituting a related party transaction [2][3][20]. Group 1: Related Party Transaction Overview - The board of directors approved the issuance of shares to China Agricultural Development Group and Huannong Assets, with the total subscription amount being 406,961,078 yuan, where China Agricultural Development Group plans to subscribe for 306,961,078 yuan and Huannong Assets for 100,000,000 yuan [3][20]. - The issuance requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][3][20]. Group 2: Related Party Information - China Agricultural Development Group is the actual controller of the company, and Huannong Assets is a wholly-owned subsidiary of China Agricultural Development Group, making them related parties under the Shanghai Stock Exchange rules [4][5]. - As of the announcement date, China Agricultural Development Group is a state-owned enterprise directly managed by the State-owned Assets Supervision and Administration Commission [5][7]. Group 3: Transaction Details - The transaction involves issuing 79,175,306 A-shares at a price of 5.14 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [12][39]. - The shares will be locked for 36 months post-issuance, and any adjustments to the share price due to corporate actions will be made according to specified formulas [14][44]. Group 4: Purpose and Impact of the Transaction - The purpose of the share issuance is to convert state funds into direct equity investment, enhancing the company's capital structure and liquidity, which will support business growth and reduce financial costs [20][21]. - Upon completion of the issuance, the company's total assets and net assets will increase, and the debt-to-asset ratio will decrease, positively impacting profitability and shareholder returns [21][20]. Group 5: Approval Process - The independent directors and the board of directors have reviewed and approved the related party transaction, which will be submitted to the shareholders' meeting for further approval [22][30]. - The transaction is subject to the approval of non-related shareholders to exempt the related parties from making a mandatory tender offer [28][30].