About Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
IPO and listing on GEM
Reply to the opinion implementation letter of the Audit Center
Sponsor (lead underwriter)
(401, building B7, Qianhai Shenzhen Hong Kong fund Town, 128 guiwan fifth road, Nanshan street, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen)
About Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
IPO and listing on GEM
Reply to the opinion implementation letter of the Audit Center
Shenzhen Stock Exchange:
Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “Feipeng biology”, “the company” and “the issuer”) received the letter on the implementation of the opinions of the audit center on the application of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. for initial public offering and listing on the gem (audit letter [2022] No. 010173) (hereinafter referred to as the “implementation letter”) issued by your exchange on January 28, 2022, The company has carefully studied and implemented with Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”, “sponsor”), Beijing JUNHE law firm (hereinafter referred to as “issuer’s lawyer”) and Tianjian Certified Public Accountants (special general partnership) (hereinafter referred to as “reporting accountant”), In accordance with the requirements of the implementation letter, we have made supplementary disclosure and reply to the issues involved, which are now submitted to your office for review.
Unless the context otherwise requires, the abbreviation in the reply to this implementation letter has the same meaning as the interpretation in the prospectus for the initial public offering of shares and listing on the gem of Feipeng Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (the draft) (hereinafter referred to as the “prospectus”).
The font of this reply is as follows:
The issues listed in the implementation letter are in bold
Reply to the questions listed in the implementation letter
Supplementary disclosure of the prospectus, modification in italics and bold
In this reply, there may be slight difference between the mantissa of single data plus total and the mantissa of total, which is caused by rounding in the calculation process.
catalogue
1. About renting cultivated land 42. On financial regulation 113. With regard to the transfer of intellectual property rights forty
1. About leasing cultivated land
The application documents and inquiry reply show that Jining Guangren, a subsidiary of the issuer, leases 80 mu of cultivated land for sheep blood
Clear preparation. In January 2019, Jining Guangren obtained the agricultural facilities certificate issued by the people’s Government of Liangbaosi Town, Jiaxiang County
Land use registration and Filing Certificate; In March 2021, the people’s Government of Jiaxiang County issued the land description. upper
The right to use the said land is Jiaxiang County Animal Husbandry Development Center, which will be leased to the owner after being approved by the people’s Government of Jiaxiang County
Jining Guangren and Jiaxiang animal husbandry development center have the right to lease the land to Jining Guangren.
Please the issuer:
(1) Explain whether the leased cultivated land violates the provisions of the land management law and other laws and regulations, and whether it meets the requirements of question 18 of the answers to some questions on initial business (revised in June 2020) of the CSRC.
(2) Explain whether the illegal operation of cultivated land constitutes a significant impact on the lessee during the reporting period.
Ask the sponsor and the issuer’s lawyer to express clear opinions.
reply:
1、 Issuer description
(I) explain whether the leased cultivated land violates the provisions of the land management law and other laws and regulations, and whether it meets the requirements of question 18 of the answers to some questions on initial business (revised in June 2020) of the CSRC
As of the issuance date of this reply, the issuer and its holding subsidiaries have leased a land use right, as follows:
Lease land
The address nature of the lessor’s user the right to use the right to use the leased area for business purposes
Jining Jiaxiang County Livestock Jiaxiang County Jiaxiang County sheep breeding farm produces 80 mu of state-owned agricultural land for self built sheep breeding (about a breeding farm in the living area of Guangren animal husbandry development sheep breeding farm and in the allocation of sheep breeding land, for the preparation of sheep serum in the general cultivated land west of 53333.33 Center farm 1)
1. Land nature, land use right acquisition method and land use of leased land
(1) According to the land administration law of the people’s Republic of China (revised in 2019) (implemented on January 1, 2020), Jiaxiang animal husbandry development center has been renamed “Jiaxiang animal husbandry and veterinary development center”.
Shi, currently effective, hereinafter referred to as the “land management law”), China implements socialist public ownership of land, which can be divided into state-owned land and collective land. According to the certificate issued by the natural resources and Planning Bureau of Jiaxiang County on January 18, 2022, the land nature of the above leased land is national useful land.
According to the land management law, the opinions of the Ministry of land and resources, the national development and Reform Commission and the Ministry of Finance on expanding the scope of paid use of state-owned land (gtzg [2016] No. 20, issued on December 31, 2016), the owner of the right to use state-owned agricultural land can allocate, transfer, contribute at a price or become a shareholder Obtain the land use right by means of authorized operation. According to the certificate issued by Jiaxiang animal husbandry and veterinary development center on February 14, 2022, the above leased land is state-owned allocated land.
(2) According to the national land use classification, the purpose of the above leased land is general cultivated land in agricultural land, based on the following:
1) According to the land administration law, China implements a land use control system. The State formulates a general plan for land use, stipulates the use of land, and divides land into agricultural land, construction land and unused land.
2) According to the national land classification (Trial) (gtzf [2001] No. 255, implemented on January 1, 2002 and effective at present), agricultural land is divided into five categories: cultivated land, garden land, forest land, pasture land and other agricultural land. 3) According to the notice of the Ministry of natural resources, the Ministry of agriculture and rural areas and the State Forestry and grassland administration on issues related to strict control over the use of cultivated land (NZF [2021] No. 166, issued on November 27, 2021), cultivated land other than permanent basic farmland is general cultivated land.
4) According to the land description issued by the people’s Government of Jiaxiang County on March 10, 2021 and the certificate issued by the natural resources and Planning Bureau of Jiaxiang County on January 18, 2022, the purpose of the above leased land is general cultivated land.
(3) General cultivated land and facility agricultural land belong to agricultural land, and general cultivated land can be used as facility agricultural land. The basis is as follows:
1) According to the notice of the Ministry of land and resources and the Ministry of agriculture on further supporting the healthy development of facility agriculture (gtzf [2014] No. 127, effective from September 29, 2014 to December 18, 2019), the land for production facilities, ancillary facilities and supporting facilities is directly used or serves agricultural production. Its nature belongs to agricultural land and is managed as agricultural land, There is no need to go through the examination and approval procedures for the conversion of agricultural land. After the completion of production, the operator shall carry out land reclamation as required, and the cultivated land occupied shall be reclaimed as cultivated land.
2) According to the notice of the Ministry of natural resources and the Ministry of agriculture and rural areas on issues related to the management of facility agricultural land (nzg [2019] No. 4, implemented on December 19, 2019 and effective at present), “I. facility agricultural land includes facility land directly used for crop planting and livestock and poultry aquaculture in agricultural production” “II. Facility agriculture belongs to the internal structural adjustment of agriculture, and general cultivated land can be used…” “IV. The municipal and county departments in charge of natural resources, together with the agricultural and rural departments in charge, shall be responsible for the daily management of facility agricultural land… The rural collective economic organizations or operators shall submit the facility agricultural land to the township government for the record, and the township government shall regularly summarize the information and submit it to the county-level department in charge of natural resources…”.
Jining Guangren has obtained the registration certificate of facility agricultural land issued by the people’s Government of Liangbaosi Town, Jiaxiang County for the above cultivated land.
To sum up, the land leased by Jining Guangren is national useful land in nature, the land use right is obtained by allocation, and the land use is general cultivated land. The land can be used as facility agricultural land. Jining Guangren has obtained the registration and Filing Certificate of agricultural land for facilities issued by the people’s government of Liangbaosi Town, Jiaxiang County.
The above cultivated land leased by Jining Guangren does not violate the provisions of the land administration law of the people’s Republic of China (revised in 2019) (hereinafter referred to as the “land administration law”), and meets the requirements of question 18 of the answers to some questions on initial business (revised in June 2020) of the CSRC. The specific analysis is as follows:
2. Jining Guangren’s lease of the above cultivated land complies with the relevant laws and regulations on land management
(1) Jiaxiang animal husbandry development center is the main body with the right to rent
According to the relevant provisions of the Interim Measures for the administration of state owned assets of public institutions (revised in 2019) (implemented on March 29, 2019 and effective now), “The competent department of a public institution (hereinafter referred to as the competent department) is responsible for the supervision and administration of the state-owned assets of the public institution under its own department. Its main responsibilities are:… (III) to examine and verify the external investment, lease, loan and guarantee of state-owned assets by the public institution under its own department, and to examine or approve the purchase and disposal of relevant assets according to the prescribed authority.”
Jining Guangren leased 80 mu of state-owned agricultural land from Jiaxiang animal husbandry development center. According to the certificate issued by Jiaxiang animal husbandry and veterinary development center on February 14, 2022: “according to the Interim Measures for the administration of state owned assets of public institutions (revised in 2019), when the unit and Jining Guangren signed the investment agreement for Guangren biological antiserum polyclonal antibody diagnostic reagent project (hereinafter referred to as the” investment agreement “) on April 30, 2019, This unit is an institution directly under the people’s Government of Jiaxiang County and the competent department of Jiaxiang sheep breeding farm (now Jiaxiang animal husbandry and veterinary development center is a department level public welfare institution under the county agricultural and rural Bureau, which operates independently and is still the competent department of Jiaxiang sheep breeding farm). It has the right to review the land lease of Jiaxiang sheep breeding farm, And sign land lease contracts with foreign countries. “
According to the land situation statement issued by the people’s Government of Jiaxiang County on March 10, 2021, the people’s Government of Jiaxiang County confirmed that “the animal husbandry development center of Jiaxiang County has the right to lease the land to Jining Guangren Biotechnology Co., Ltd. as the lessor, with a total leased area of 80 mu, and the leased land is general cultivated land”.
In conclusion, Jiaxiang animal husbandry development center has the right to lease the above cultivated land to Guangren, Jining.
(2) The lease and allocation of state-owned agricultural land has been confirmed by the people’s Government of Jiaxiang County
According to the relevant provisions of the Interim Regulations of the people’s Republic of China on the transfer and transfer of the right to the use of urban state-owned land: “if the relevant conditions are met, the allocated land use right and the ownership of aboveground buildings and other attachments can be transferred, leased and mortgaged with the approval of the land administration department and real estate administration department of the municipal and County People’s government.” According to the certificate issued by Jiaxiang animal husbandry and veterinary development center on February 14, 2022: “the land leased to Jining Guangren under the investment agreement is state-owned allocated land and is used for general cultivated land; the unit has obtained the approval of Jiaxiang County People’s government for leasing the state-owned agricultural land.”
According to the land situation statement issued by the people’s Government of Jiaxiang County on March 10, 2021, the people’s Government of Jiaxiang County confirmed that “the animal husbandry development center of Jiaxiang County has the right to lease the land to Jining Guangren Biotechnology Co., Ltd. as the lessor, with a total leased area of 80 mu, and the leased land is general cultivated land”.
According to the certificate issued by Jiaxiang County People’s Government on October 16, 2020, it is confirmed that there is no dispute, dispute or potential dispute between Jiaxiang County People’s government and Jining Guangren regarding the lease and use of the above cultivated land.
In conclusion, the lease of the above allocated state-owned agricultural land by Jiaxiang County Animal Husbandry Development Center has been confirmed by the people’s Government of Jiaxiang County, and the people’s Government of Jiaxiang County has no objection to the lease of the above land.
According to the above, Jining Guangren’s lease of the above cultivated land complies with the relevant laws and regulations on land management.
3. Jining Guangren has fulfilled the filing procedures for facility agricultural land
According to the land management law, the national land classification (for Trial Implementation), the notice of the Ministry of natural resources and the Ministry of agriculture and rural areas on issues related to the management of facility agricultural land and other laws and regulations and relevant provisions mentioned in “I / 1” of this title, the facility agriculture used for livestock and poultry breeding can use general cultivated land, and the corresponding facility agricultural land does not need to be approved, Only rural collective economic organizations or operators need to file with the township government.
The cultivated land leased by Jining Guangren does not involve basic farmland. The land is located in the sheep breeding farm in Liangbaosi Town, Jiaxiang County (the specific location is to the east of the living area of the sheep breeding farm and to the west of the sheep breeding farm). Jining Guangren uses this cultivated land as facility agricultural land, which has been filed with the people’s Government of Liangbaosi Town, Jiaxiang County, And obtained the registration certificate of facility agricultural land issued by the people’s Government of Liangbaosi Town, Jiaxiang County. Therefore, Jining Guangren has fulfilled the filing procedure of facility agricultural land on taking the leased cultivated land as facility agricultural land.
4. The self built facilities on the leased cultivated land in Guangren, Jining do not need to apply for construction planning and house ownership certificate, which is not an illegal building
The self built related facilities on the leased cultivated land in Guangren, Jining do not need to apply for construction planning and house ownership certificate, and are not illegal buildings. The specific analysis is as follows:
(1) According to Article 41 of the urban and rural planning law of the people’s Republic of China (hereinafter referred to as the urban and rural planning law) “… In the planning areas of townships and villages
