Securities code: 002458 securities abbreviation: Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458)
Application documents for public issuance of convertible bonds
Response report to feedback (Revised Version)
Sponsor (lead underwriter)
Centralized business (North) of financial business district, zone B, Zhongtian Convention and Exhibition City, Changling North Road, guanshanhu District, Guiyang City, Guizhou Province, February 2002
Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) and Zhongtian Guofu Securities Co., Ltd
About Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) public issuance of convertible bonds
Response report to feedback on application documents (Revised Version)
China Securities Regulatory Commission:
According to the requirements of the feedback on Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) application documents for public offering of convertible bonds (hereinafter referred to as “feedback”) and subsequent relevant oral feedback in the notice on the first feedback on the examination of administrative licensing projects of China Securities Regulatory Commission (No. 213070) of your commission, Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu securities” or “sponsor”) together with Beijing Jincheng Tongda law firm (hereinafter referred to as “applicant’s lawyer” or “lawyer”) and Hexin Certified Public Accountants (special general partnership) (hereinafter referred to as “applicant’s accountant” or “accountant”), We have carefully verified and implemented the relevant issues involved in the feedback on the application documents for the public offering of convertible bonds of Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) (hereinafter referred to as “the applicant”, “the issuer”, “the company” or ” Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) “). Now, the verification and implementation of the issues involved in the feedback are explained one by one as follows, please review.
The font of this feedback reply is as follows:
The questions listed in the feedback are in bold
Responses to the questions listed in the feedback
explain:
1. Unless otherwise specified, the abbreviation or term interpretation in the reply to this feedback has the same meaning as the application document for public issuance of convertible bonds in Shandong Yisheng Livestock & Poultry Breeding Co.Ltd(002458) 2021.
2. Any discrepancy between the total count and the sum of the listed values in any table in the response to this feedback is caused by rounding.
3. The font of “regular script (BOLD)” in the reply to this feedback is the modification and supplement based on the oral feedback.
catalogue
Question 1 4 question 2 51 question 3 85 question 4 101 question 5 123question 6 135 question 7 153 question 8 161 question 9 167 question 10 173 question 11 177 question 12 180 question 13 183 question 14 195 question 15 two hundred and seventeen
Question 1
It is planned to raise 1.04 billion yuan for pig breeding projects, feed production projects and chicken breeding incubator projects. The applicant is requested to supplement: (1) the details of the investment amount arrangement, calculation basis and process of the raised investment project, whether each investment is capital expenditure, whether it is invested with raised funds, and whether the supplementary flow ratio meets the regulations; (2) The current construction progress of the raised investment project, the use schedule of the raised funds, and whether the raised funds will be used to replace the invested amount before the resolution of the board of directors; (3) Explain the rationality and necessity of this raising and investment pig breeding project, whether there are production capacity digestion risks and whether the relevant risks are fully prompted in combination with the current cyclical stage of the pig breeding industry, the inventory and production expansion of peer enterprises, and the applicant’s pig breeding benefits this year; Whether there are major uncertainties in the realization of the benefits of relevant pig breeding projects, and whether the benefit calculation is cautious and reasonable; (4) The rationality of the new breeding chicken scale of the applicant and whether there is a risk of capacity digestion; Whether the adverse factors affecting the sharp fluctuation of the company’s chicken seedling business performance have been fully considered in the relevant benefit calculation.
The recommendation institutions and accountants are invited to give verification opinions.
[reply]
(I) details of investment amount arrangement, calculation basis and process of raised investment projects, whether each investment is capital expenditure, whether it is invested with raised funds, and whether the supplementary flow ratio meets the regulations
According to the relevant provisions of the answers to some questions on refinancing business: “the amount of new and proposed financial investment from six months before the resolution date of the board of directors of this issuance to this issuance shall be deducted from the total amount of raised funds”. In view of the relatively low correlation between the commercial building real estate of excellence Tianyuan project (hereinafter referred to as “Qingdao hotel”) purchased by the company and its main business, the company treats the investment and expenditure related to the assets of the hotel as financial investment. The company held the 23rd Meeting of the 5th board of directors on December 19, 2021, and reduced the total amount of funds raised from no more than 1040 million yuan (including 1040 million yuan) to no more than 890 million yuan (including 890 million yuan).
The adjusted total amount of funds raised from this public offering of convertible bonds shall not exceed 890 million yuan (including 890 million yuan). After deducting the issuance expenses, the net amount of funds raised is planned to be invested in the following items:
Unit: 10000 yuan
Project Name: proposed investment before the adjustment of the total investment of the project and the proposed investment number after the adjustment into the raised funds into the raised funds
1 Heilongjiang Shuangyashan Baoqing Yisheng breeding pig Technology Co., Ltd. 43799.27 28100.00 28100.00
Szudai pig farm construction project
2 Shuangge Xingtang pig farm project 6000.00 4600.00-
3 Shanxi 3600 original sow farms and 100 breeding boars 20099.06 17800.00 17800.00
Station project
4. New pig farm construction project of Weihai Yisheng breeding pig breeding Co., Ltd. 20200.00 20100.00 20100.00
5 Heilongjiang Shuangyashan Baoqing prebiotic breeding pig breeding Co., Ltd. 10000.00 4200.00 4200.00
Feed plant project with annual output of 230000 tons
6 feed plant of Taocun branch 8500.00 7100.00 6600.00
7 Dongying 400000 T / a feed processing project 10200.00 7200.00 6700.00
8 Binzhou probiotic breeding poultry Co., Ltd. incubates 150 million probiotics 909 22000.00 6300.00 5500.00 a year
Small broiler project
9 Dongying yishenghekou breeding bird incubation and technology R & D project 18593.11 8600.00-
Total 159391.44 104000.00 89000.00
The investment projects reduced by 150 million yuan include: 1. “Shuangge Xingtang pig farm project” and
“Dongying Yisheng Hekou breeding bird incubation and technology research and development project” will no longer use the funds raised by this convertible bond for investment,
The issuer invested and implemented with self raised funds, with a total reduction of 132 million yuan; 2. Reduce the feed of “Taocun branch”
“Dongying 400000 T / a feed processing project” and “Binzhou Yisheng breeding poultry Co., Ltd. incubate 150 million birds a year
The amount of funds to be raised for the three projects of “prebiotic 909 small broiler project” will be reduced by 18 million yuan in total.
The specific construction contents of the raised investment project are described as follows:
Unit: 10000 yuan
Civil engineering equipment investment of sequence project reserve fund for construction of breeding pig introduction project total number of projects and other expenses
Baoqing County, Shuangyashan City, Heilongjiang Province
1. Ancestral breeding project of Shengzhu Technology Co., Ltd. 22317.85 11541.15 4010.00 1619.14 1968.40 2342.73 43799.27 pig farm construction project
2 Shanxi 3600 original sows 7468.46 7590.00 2605.00 585.46 1103.64 746.50 20099.06 farm and 100 breeding boar station project
3 Weihai Yisheng breeding pig breeding Co., Ltd. 7554.40 7590.00 2605.00 600.46 1103.64 746.50 20200.00 new pig farm construction project
Baoqing County, Shuangyashan City, Heilongjiang Province
4. Feed plant project with an annual output of 23 4126.91, 42.12.60, 1009.47, 384.69, 266.33 million tons of feed by Shengsheng breeding pig Co., Ltd
5 feed plant of Taocun branch 2184.20 4029.00 1066.83 469.00 750.97 8500.00
6 Dongying 400000 T / a feed processing project 3050.00 6155.70 561.70 194.75 237.85 10200.00 mesh
Annual incubation of Binzhou Yisheng breeding poultry Co., Ltd
750 million prebiotic 909 small meat 5035.00 5565.00 621.60 448.86 329.54 12000.00 chicken project
Total 51736.82 46683.45 9220.00 6064.66 5672.98 5420.42 124798.33
Note 1: Binzhou prebiotic breeding poultry Co., Ltd. incubates 150 million prebiotic 909 small broilers per year. The project constructs chicken farms and hatcheries, and the total amount of the project is
The investment is 22 million yuan, including 100 million yuan for chicken farms and 120 million yuan for hatcheries. The company has used its own funds
Carry out the construction of chicken farms. After the funds raised from this public offering of convertible bonds are in place, the company will use the raised funds to invest in the construction of incubator projects. In the above table, the annual incubation of 150 million prebiotic 909 small broilers by Binzhou prebiotic breeding poultry Co., Ltd. represents the investment of 120 million yuan in the incubator. Note 2: according to the accounting standards for business enterprises and the accounting policies of the company, “purchase expenses of breeding livestock and other materials” are accounted in the title of productive biological assets and are capital expenditures.
1. Ancestral pig farm construction project of Heilongjiang Shuangyashan Baoqing Yisheng breeding pig Technology Co., Ltd. (1) project overview
The total investment of the project is 437.9927 million yuan, and the proposed raised fund is 281 million yuan. The project is implemented in the fifth management area and the seventh management area of 852 farm, Baoqing County, Shuangyashan City, Heilongjiang Province. The project is divided into two plant areas. The construction contents include supporting infrastructure such as breeding house, delivery house, nursing house, fattening house, reserve breeding house, male pig house, office area, cleaning and disinfection center and environmental protection facilities. The project plans to build a pig farm with 9600 ancestral breeding sows and its supporting facilities. After the completion of the project, the annual output of binary breeding pigs will reach 72000 and commercial fat pigs 168000.
(2) Project investment estimate
The details of investment amount arrangement and capital expenditure of the project are as follows:
