Securities code: 002330 securities abbreviation: Shandong Delisi Food Co.Ltd(002330) listing place: Shenzhen Stock Exchange Shandong Delisi Food Co.Ltd(002330)
Non public offering of a shares
of
Issuance report
Sponsor (co lead underwriter)
Co lead underwriter
February, 2002
Statement
The company and all directors promise that there are no false records, misleading statements or major omissions in the contents of this issuance report, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness. Signatures of all directors:
Zheng Simin, Qi Guoqing, Liu Chengke
Yu Ruibo, Chai Ruifang, Gong Weiyong
Zhang Yongai, Wang Dejian, Wang Yueyong
Shandong Delisi Food Co.Ltd(002330) mm / DD / yy
catalogue
Declare that 2 interpretation Section 1 basic information of this offering 5 Section II comparison of relevant situations of the company before and after this issuance Section III opinions of intermediaries on the compliance of this issuance Section IV statement on intermediaries 27 Section V documents for future reference thirty-two
interpretation
Unless the context otherwise requires, the following abbreviations have the following specific meanings in this report:
A share refers to RMB ordinary shares
Shandong Delisi Food Co.Ltd(002330) , company and issuer refer to Shandong Delisi Food Co.Ltd(002330)
This issuance report and this report refer to the issuance report of Shandong Delisi Food Co.Ltd(002330) non-public issuance of a shares
Sponsor (co lead underwriter) refers to China Securities Co.Ltd(601066)
Co lead underwriters refer to China Securities Co.Ltd(601066) , Zhongtai Securities Co.Ltd(600918)
China Securities Co.Ltd(601066) refers to China Securities Co.Ltd(601066)
Zhongtai Securities Co.Ltd(600918) means Zhongtai Securities Co.Ltd(600918)
Zhonglun law firm refers to Beijing Zhonglun law firm
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
This non-public offering and this offering refer to the non-public offering of A-Shares in Shandong Delisi Food Co.Ltd(002330) 2021
The issue reserve price refers to not less than 80% of the average trading price of the company’s A-Shares 20 trading days before the benchmark date of this pricing
The pricing base date refers to the first day of the issuance period
The reporting period refers to 2018, 2019, 2020 and January September 2021
The end of each reporting period refers to the end of 2018, 2019, 2020 and September 2021
CSRC and CSRC refer to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
RMB ten thousand and Yuan refer to RMB ten thousand and yuan
Special note: there may be slight difference between the sum of individual data in some tables of this report and the total of tables, which is caused by rounding in the calculation process.
Section I basic information of this offering
1、 Basic information of the issuer
Chinese Name: Shandong Delisi Food Co.Ltd(002330)
English Name: Shandong Delisi Food Co., Ltd
Date of establishment: June 20, 2003
Place of listing: Shenzhen Stock Exchange
A share abbreviation and code: Shandong Delisi Food Co.Ltd(002330) 002330
Listing time: January 6, 2010
Legal representative: Zheng Simin
Secretary of the board of directors: Liu Peng
Registered address: Changcheng Town, Zhucheng City, Shandong Province
Postal Code: 262200
Registered capital before the issuance: 4293500 yuan
Unified social credit Code: 91370000750888758g
Tel.: 0536-6339137
Fax: 0536-6339137
Website: www.delisi.com com. cn.
Production, processing and sales: low temperature meat products, pickled meat products, fermented meat products and other meat products; Egg products, quick-frozen noodles and rice food, quick-frozen meat products and other quick-frozen food, pastries and other business scope: food; Beverages (protein drinks, other beverages), condiments, edible animal fats (edible lard), animal by-products, food machinery and accessories.
Import and export of goods. Wholesale and retail of steel, hardware tools, prepackaged food and bulk food. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Relevant procedures for the performance of this offering (I) internal decision-making procedures for the performance of this offering
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) approval process of the issuance supervision department
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. (III) receipt and capital verification of raised funds
1. On January 24, 2022, Dahua office verified the receipt of subscription funds and issued the verification report on the total amount of subscription funds applied by Shandong Delisi Food Co.Ltd(002330) non-public development bank RMB common shares (A shares) investors (Document No.: Dahua Yan Zi [2022] 000056). As of January 21, 2022, the subscription funds paid by the objects of this non-public offering of common shares totaled 985199993.10 yuan and have been paid into the account designated by China Securities Co.Ltd(601066) securities (Bank of deposit: Bank Of China Limited(601988) Beijing Dongdaqiao road sub branch, account name: China Securities Co.Ltd(601066) , account number: 320766254539).
2. On January 24, 2022, China Securities Co.Ltd(601066) securities transferred the subscription money to the special account for raised funds opened by Shandong Delisi Food Co.Ltd(002330) . On January 27, 2022, Dahua office issued the capital verification report on the paid in share capital of Shandong Delisi Food Co.Ltd(002330) non-public Development Bank after 13331529 ordinary shares (A shares) (Document No.: Dahua Yan Zi [2022] 000057). The issuer has actually issued 133315290 A shares in this non-public offering; In this non-public offering of a shares, the par value of each share is RMB 1.00, the issue price is RMB 7.39/share, and the total amount of funds raised is RMB 985199993.10. After deducting the relevant issuance expenses, the net amount of funds actually raised is RMB 977058294.56, of which the increased share capital is RMB 133315290.00 and the increased capital reserve is RMB 843743004.56.
This offering does not involve the purchase of assets or payment by assets, and all subscription funds are paid in cash. The issuer will, in accordance with the measures for the administration of securities issuance of listed companies and the measures for the administration of Shandong Delisi Food Co.Ltd(002330) raised funds and other relevant provisions, implement special account management for the raised funds for special purposes. (IV) share registration and custody
The company will complete the registration, custody and sales restriction procedures with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch as soon as possible. The newly added ordinary shares in this non-public offering are tradable shares with limited sale conditions, which will be listed and traded in Shenzhen Stock Exchange from the next trading day after the expiration of the restricted sale period. In case of legal holidays or rest days, they will be postponed to the first trading day thereafter. 3、 Basic information of this issuance (I) types and par value of issued shares
The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. (II) listing place of issued shares
The shares issued this time will be listed on Shenzhen Stock Exchange.
(III) issuance method
The shares issued this time are non-public issued to specific objects
