China Securities Co.Ltd(601066)
Zhongtai Securities Co.Ltd(600918)
About Shandong Delisi Food Co.Ltd(002330) non-public offering of a shares
Report on the issuance process and the compliance of subscribers
China Securities Regulatory Commission:
With the approval of the reply on the approval of Shandong Delisi Food Co.Ltd(002330) non-public offering of shares (zjxk [2021] No. 1173) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as the ” Shandong Delisi Food Co.Ltd(002330) “, “issuer” and “company”) issued 133315290 shares to no more than 35 specific objects, with an issue price of 7.39 yuan / share, The total amount of raised funds is 985199993.10 yuan (hereinafter referred to as “this issuance”). The sponsor (co lead underwriter) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) “) and the co lead underwriter Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) “) have checked the compliance of the issuer’s issuance process and subscription objects, and believe that the issuance process and subscription objects of Shandong Delisi Food Co.Ltd(002330) comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China The requirements of relevant laws, regulations, rules and regulations such as the measures for the administration of securities issuance of listed companies, the measures for the administration of securities issuance and underwriting, the detailed rules for the implementation of non-public offering of shares by listed companies, and the resolutions of the board of directors and the general meeting of shareholders of Shandong Delisi Food Co.Ltd(002330) on this issuance are in line with the interests of Shandong Delisi Food Co.Ltd(002330) and all its shareholders. 1、 Overview of this non-public offering
(I) issue price
The benchmark date of the non-public offering of shares is February 14, 2021. The issuing price of this non-public offering shall not be lower than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (the average stock trading price in the 20 trading days before the pricing benchmark date = the total stock trading volume in the 20 trading days before the pricing benchmark date / the total stock trading volume in the 20 trading days before the pricing benchmark date), that is, not less than 5.35 yuan / share. The final issue price is 7.39 yuan / share.
(II) issuing object, issuing quantity and amount of raised funds
The number of A-Shares in this non-public offering is 133315290, which meets the requirements of the non-public offering of no more than 150600000 new shares in the resolution of the issuer’s third extraordinary general meeting in 2020 and the reply on approving Shandong Delisi Food Co.Ltd(002330) non-public development of shares (CSRC license [2021] No. 1173) of the CSRC. The objects of this non-public offering and the number of subscriptions are as follows:
Sequential subscription price
No. issuing object (yuan / number of allocated shares (shares) subscription amount (yuan) shares)
1 Qingdao Fanyi Asset Management Co., Ltd. – fanyiduo strategy and 7.39 5412719 39999993.41 Shikai No. 1 private securities investment fund
2 Galaxy Capital Asset Management Co., Ltd. – Galaxy capital – Xinxin 7.39 17848443 131899993.77 No. 1 collective asset management plan
3 Guo Weisong 7.39 13531799 9999994.61
4 Li Tianhong 7.39 5142083 37999993.37
5 Zhongshi wealth (Beijing) Investment Fund Management Co., Ltd. 7.39 4059539 29999993.21
6 China International Capital Corporation Limited(601995) 7.39 12,178,619 89,999,994.41
7 Lin Jintao 7.39 4059539 29999993.21
8 China Galaxy Securities Co.Ltd(601881) 7.39 9,472,259 69,999,994.01
9 Morgan Stanley International Co., Ltd. 7.39 4059539 29999993.21
10 Ningbo ningju Asset Management Center (limited partnership) – ningjuying 7.39 4059539 29999993.21 Shanhong 9 private securities investment fund
11 CAITONG Fund Management Co., Ltd. 7.39 24479025 180899994.75
12 Citic Securities Company Limited(600030) 7.39 4,059,539 29,999,993.21
13 Zhejiang ningju Investment Management Co., Ltd. – ningju Kaiyang No. 10 7.39 4059539 29999993.21 private securities investment fund
14 Nord Fund Management Co., Ltd. 7.39 9932353 73400088.67
15 Nanjing Ruisen investment management partnership (limited partnership) 7.39 6901217 50999993.63
16 Chengdu Lihua Investment Co., Ltd. – Lihua dingzeng Chongyang private placement 7.39 4059539 29999993.21 securities investment fund
Total – 133315290 985199993.10
The issuing object complies with the provisions of relevant laws and has signed a subscription agreement with the issuer.
All issuers subscribe for ordinary shares (A shares) of this non-public offering in cash.
(III) restricted period for issuing shares
According to the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, after the completion of this non-public offering, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of completion of the offering.
After the end of the restricted sale period, the transfer of the shares subscribed by the issuing object will be implemented in accordance with the company law and other relevant laws and regulations, as well as the relevant provisions of the CSRC and Shenzhen Stock Exchange.
After verification by the joint lead underwriters, the issue price, issue object, issue quantity, amount of raised funds and the restricted sale period of the issued shares are in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies and the measures for the administration of securities issuance and underwriting The relevant provisions of laws, regulations and normative documents such as the detailed rules for the implementation of non-public offering of shares by listed companies comply with the resolutions of the relevant board of directors and general meeting of shareholders of the issuer. 2、 Relevant procedures for the performance of this non-public offering
(I) internal decision-making procedures for the issuance
The issuer has performed the following internal decision-making procedures for this non-public offering:
1. On June 12, 2019, the company held the 16th meeting of the Fourth Board of directors, deliberated and adopted the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public development of a shares, the proposal on the company’s non-public issuance of A-Shares and other proposals related to this offering.
2. On November 12, 2020, the company held the 7th Meeting of the 5th board of directors, deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on adjusting the company’s non-public development of a shares, the proposal on the company’s non-public issuance of A-Shares (revised draft) and other proposals related to this issuance.
3. On December 10, 2020, the company held the third extraordinary general meeting of shareholders in 2020, deliberated and passed the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public development of a shares, the proposal on the company’s non-public issuance of A-Shares (Revised draft) and other proposals related to this issuance.
4. On March 12, 2021, the issuer held the 8th meeting of the 5th board of directors, deliberated and passed the proposal on adjusting the company’s non-public development plan of a shares, the proposal on the company’s non-public development plan of A-Shares (the second revised draft) and other proposals related to this issuance.
5. On December 15, 2021, the issuer held the 15th meeting of the 5th board of directors, deliberated and passed the proposal on extending the validity period of the resolutions of the general meeting of shareholders of the company’s non-public development of shares and the proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors to fully handle the specific matters of this non-public development of shares. On December 31, 2021, the issuer held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on extending the validity period of the resolutions of the general meeting of shareholders of the company’s non-public offering of shares and the proposal on extending the validity period of authorizing the board of directors to handle the specific matters of this non-public offering of shares.
(II) the approval process of the regulatory authorities for this issuance
1. On January 13, 2021, the company’s application for non-public offering of A-Shares was accepted by the CSRC. 2. On March 22, 2021, the issuance Audit Committee of CSRC examined and approved the issuer’s application for non-public offering of a shares.
3. On April 19, 2021, the company received the reply on approving Shandong Delisi Food Co.Ltd(002330) non-public shares issued by the China Securities Regulatory Commission (zjxk [2021] No. 1173), which approved the company’s non-public offering of no more than 150600000 new shares. If the total share capital changes due to the conversion of share capital, the number of this offering can be adjusted accordingly. The reply shall be valid within 12 months from the date of approval of issuance.
After verification by the sponsor, the issuance has been approved and authorized by the board of directors and the general meeting of shareholders of the issuer, and approved by the CSRC. The issuance has fulfilled the necessary internal and external approval procedures. 3、 Specific process of this non-public offering
(I) schedule of this issuance
Date Shandong Delisi Food Co.Ltd(002330) suggestions on the timing of non-public offering of shares
T-3 1. Submit the issuance start-up document to the CSRC to start the issuance
(January 13, 2022) 2. Send the invitation for subscription, the quotation for subscription and its attachments to qualified investors. 3. Lawyers witness the process of sending the invitation for subscription and the quotation for subscription
T-2-t-1 1. Contact the inquiry object to confirm the receipt of the subscription invitation and the subscription quotation
(January 14, 2022) 2. Accept inquiry and consultation
-(January 17)
1. 8:30-12:00 a.m. receive the faxes of investors’ subscription documents, book keeping and filing
2. Receive the subscription deposit before 11:30 a.m. on day t
(January 18, 2022) 3. Lawyer’s Witness
4. Determine the issue price, issue quantity and the list of final subscribers
T + 1 day 1. Issue the payment notice and subscription agreement to the final confirmed issuer
(January 19, 2022) 2. Accept the payment from the final issuing object
T + 2 day 1. Accept the payment from the final issuing object
(January 20, 2022) 2. Return the subscription deposit of investors who have not been allocated
T + 3 day 1. Accept the payment from the final issuing object, and the deadline of the payment period (until 17:00)
(January 21, 2022) 2. Signing the subscription agreement
Date Shandong Delisi Food Co.Ltd(002330) suggestions on the timing of non-public offering of shares
T-3 1. Submit the issuance start-up document to the CSRC to start the issuance
(January 13, 2022) 2. Send the invitation for subscription, the quotation for subscription and its attachments to qualified investors. 3. Lawyers witness the process of sending the invitation for subscription and the quotation for subscription
T-2-t-1 1. Contact the inquiry object to confirm the receipt of the subscription invitation and the subscription quotation
(January 14, 2022) accepted
