Hongxin Securities Co., Ltd
About Yantai China Pet Foods Co.Ltd(002891) adjusting some raised investment projects
And permanently supplement the remaining raised funds with the verification opinions of working capital
Hongxin Securities Co., Ltd. (hereinafter referred to as “Hongxin securities” or “the sponsor”) as the sponsor of non-public offering of shares by Yantai Zhongchong Food Co., Ltd. (hereinafter referred to as ” Yantai China Pet Foods Co.Ltd(002891) ” or “the company”), in accordance with the measures for the administration of securities issuance and listing sponsor business The requirements of laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, stock listing rules of Shenzhen Stock Exchange (revised in 2022), self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, The matters of Yantai China Pet Foods Co.Ltd(002891) adjusting some raised investment projects and permanently supplementing the remaining raised funds with working capital have been verified. The verification results are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Yantai China Pet Foods Co.Ltd(002891) non-public shares issued by China Securities Regulatory Commission (zjxk [2020] No. 1627), the company issued 17373312.00 RMB ordinary shares in a non-public manner, with a par value of 1 yuan per share and an issue price of 37.50 yuan per share, and the total amount of funds raised was 651499200.00 yuan, The actual issuance expenses incurred by the company are 17327710.67 yuan (excluding value-added tax), and the net amount of funds actually raised by the company is 634171489.33 yuan. The above raised funds were put in place on September 30, 2020, verified by Hexin Certified Public Accountants (special general partnership), and a capital verification report HXYZ [2020] No. 000040 was issued.
2、 Progress of fund use of projects invested with raised funds
As of December 31, 2021, the implementation of the investment project with the raised funds is as follows:
Unit: 10000 yuan
Project name total project investment amount of proposed raised funds investment amount of accumulated raised funds investment amount as of December 31, 2021
Pet dry food project with an annual output of 60000 tons 23700.00 23700.00 15653.53
Xinxi 23039.00 5914.22 Lanzhou project with an annual output of 20000 tons of pet wet grain
Marketing center construction and marketing channel 11411.00 11411.00 255.99 intelligent upgrading project
Supplementary working capital 7000.00 7000.00 7000.00
Total 65150.00 65150.00 28823.74
3、 Information on the raised investment projects to be terminated and the remaining raised funds
The project to be terminated this time is the construction of marketing center and the intelligent upgrading of marketing channels. The total investment of the project is 114.11 million yuan, and the raised fund is proposed to be 114.11 million yuan. As of December 31, 2021, the accumulated amount of raised funds invested was 2.5599 million yuan, and the remaining amount of raised funds was 111.5501 million yuan (including 112.4525 million yuan of financial management income, interest income and handling fee of temporarily idle raised funds).
4、 The purpose of the raised funds to be changed this time
On February 10, 2022, the company held the 14th meeting of the third board of directors and the 12th meeting of the third board of supervisors, and deliberated and adopted the proposal on adjusting the investment projects of raised funds and permanently replenishing the remaining raised funds with working capital. In order to improve the use efficiency of raised funds, the company combined with the actual operation and business development needs, It is agreed that the remaining raised funds of 112.4525 million yuan (including financial income, interest income and handling fee) of the marketing center construction and marketing channel intelligent upgrading project will be used to permanently supplement the working capital, and will be mainly used for the publicity and promotion of subsequent independent brands in the later stage.
The amount of funds raised for this change of purpose accounted for 17.59% of the net funds raised.
The independent directors expressed their consent to the change of the purpose of the raised funds. According to the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s measures for the administration of raised funds, the proposal to change the purpose of raised funds needs to be submitted to the general meeting of shareholders for deliberation, It can be implemented after deliberation and approval.
The change in the purpose of the raised funds does not constitute a connected transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
5、 Reasons for terminating the raised investment project and permanently replenishing the remaining raised funds with working capital
Benefiting from the gradual improvement of people’s concept of healthy pet feeding and the rapid development of e-commerce pet food economy, China’s pet food market has entered a period of rapid growth, attracting more and more powerful competitors at home and abroad, and the market competition is becoming increasingly fierce. According to the white paper on China’s pet industry in 2021, the pet food market reached 249 billion yuan in 2021, an increase of 20.60% over 2020. PET staple food and snacks are the main components of pet raising consumption, accounting for 49.7% of the overall consumption expenditure in 2021. At the same time, Mars, Nestle, royal and other foreign brands have entered the pet food market earlier and established good brand advantages. However, in recent years, Chinese pet food enterprises have actively shaped the brand image by upgrading product quality, advertising support and increasing market publicity and promotion, and the sales of domestic brand pet staple food have continued to rise, Brand recognition has gradually increased.
At present, China’s pet food market pattern has not yet taken shape. While upgrading the quality of pet food, it is very important for the company to continuously strengthen market publicity and promotion and quickly and efficiently improve the brand power, so as to seize the market share of pet food and improve its market position in the pet food industry.
Comprehensively considering the company’s current business development strategy and business development objectives, in order to further improve the use efficiency of raised funds, fully integrate resources, increase the publicity and promotion of independent brands, and reduce the company’s financial cost, it is proposed to change the use of the above remaining raised funds (including interest) for permanent replenishment of working capital, In the later stage, it will be mainly used for the publicity and promotion of subsequent independent brands.
6、 Use plan of surplus raised funds and its impact on the company
In order to give full play to the use efficiency of the remaining raised funds, solve the company’s demand for working capital and create greater benefits for the company and shareholders, the company plans to permanently supplement the company’s working capital with the remaining raised funds and interest income of 112.4525 million yuan (the specific amount shall be subject to the fund balance of the special account at the time of actual carry over) after deliberation and approval at the 14th meeting of the third board of directors, In the later stage, it will be mainly used for the publicity and promotion of subsequent independent brands.
After handling the above procedures, the remaining funds raised by the company will not be transferred out of the special account. After the cancellation of the special account, the relevant tripartite supervision agreement signed by the company with the sponsor and the deposit bank will be terminated.
The adjustment of the investment project of raised funds is made prudently according to the development and changes of the objective and actual situation of the market, which is in line with the actual situation of the company’s production and operation and will not have a significant adverse impact on the company’s production and operation. At the same time, the company will permanently supplement the remaining raised funds with working capital for the production and operation activities related to the company’s main business, which can not only improve the use efficiency of the raised funds, but also provide help for the company’s current development and future layout, and promote the sustainable and stable development of the company’s business.
7、 Decision making procedures and opinions of independent directors
(I) deliberation by the board of directors
On February 10, 2022, the 14th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the investment projects of raised funds and permanently replenishing the remaining raised funds with working capital. All directors of the company expressed their consent to the above proposal. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberation by the board of supervisors
On February 10, 2022, the 12th meeting of the third board of supervisors of the company deliberated and adopted the proposal on adjusting the investment projects of raised funds and permanently replenishing the remaining raised funds with working capital. The board of supervisors of the company believes that the company has fulfilled the necessary decision-making procedures for adjusting the investment projects of raised funds and permanently replenishing the remaining raised funds with working capital, which is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and there is no situation damaging the interests of shareholders. The termination and adjustment of the investment projects of the raised funds and the permanent supplement of the remaining raised funds to the working capital is a prudent decision based on the actual situation of the company, which is conducive to improving the use efficiency of the raised funds, will not have an adverse impact on the production and operation of the company, and is in the interests of the company and all shareholders. The board of supervisors agreed to adjust the investment projects of raised funds and permanently supplement the remaining raised funds with working capital. (III) prior approval opinions and independent opinions of independent directors
The independent directors of the company believe that: the company adjusts the investment projects of raised funds and permanently replenishes the working capital with the remaining raised funds, which meets the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) The requirements of relevant regulations such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board; The adjustment of the investment projects of the raised funds and the permanent supplement of the remaining raised funds to the working capital fully take into account the actual situation of the company, which is conducive to improving the use efficiency of the raised funds, meeting the needs of the company for working capital in its daily operation, reducing the financial cost and meeting the needs of the company’s business development.
To sum up, the independent directors of the company agreed to adjust the investment projects of the raised funds and permanently supplement the remaining raised funds with working capital.
8、 Opinions of the sponsor
After verification, the sponsor believes that the company’s adjustment of the investment projects of the raised funds and the permanent supplement of the remaining raised funds to the working capital have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, fulfilled the necessary examination and approval procedures, and there is no harm to the interests of shareholders, Comply with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the company’s raised funds management system.
In conclusion, the recommendation institution has no objection to the company’s adjustment of the investment projects of the raised funds and the permanent supplement of the remaining raised funds to the working capital. This matter can only be implemented after being deliberated and approved by the general meeting of shareholders of the company.
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(there is no text on this page, which is the signature page of the verification opinions of Hongxin Securities Co., Ltd. on Yantai China Pet Foods Co.Ltd(002891) adjusting some raised investment projects and permanently supplementing the remaining raised funds with working capital)
Sponsor representative:
Yang Feng, Yun Wei
Hongxin Securities Co., Ltd
