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
Summary of new share change report and listing announcement
Sponsor (co lead underwriter)
Co lead underwriter
February, 2002
Statement
The purpose of this new share change report and the summary of the listing announcement is only to provide the public with a brief information about this non-public offering. If investors want more information, they should carefully read the full text of the issuance report and listing announcement. The full text of the issuance report and listing announcement is published on the cninfo website (www.cn. Info. Com. CN.). The company reminds investors that investors should consult the relevant contents not covered in the abstract of this announcement, which are published on the website of cninfo (www.cn. Info. Com. CN.) Relevant documents for future reference.
All directors of the company promise that there are no false records, misleading statements or major omissions in the new share change report and the summary of the listing announcement, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
Special note I. issue quantity and price
(I) number of shares issued: 133315290
(II) issue price: 7.39 yuan / share
(III) nature of issued shares: RMB ordinary shares (A shares), tradable shares with restricted sales conditions
(IV) total funds raised: RMB 985199993.10
(V) net amount of raised funds: 977058294.56 yuan
2、 New stock listing arrangements
133315290 new shares will be listed on Shenzhen Stock Exchange on February 25, 2022. On the first day of the listing of new shares, the company's share price does not ex right, and the stock trading is subject to rise and fall restrictions. 3、 Arrangement of restricted sales period of issuing object
According to the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, the shares subscribed by the issuing object shall not be transferred within 6 months from the date of issuance. If laws and regulations have other provisions on the sales restriction period, such provisions shall prevail. After the end of the restricted sale period, it shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. The shares acquired by the issuing object from the non-public offering due to the company's distribution of stock dividends and the conversion of capital reserve shall also comply with the above share locking arrangements. 4、 Ownership structure
After the completion of this offering, the equity distribution of the company meets the listing conditions specified in the stock listing rules of Shenzhen Stock Exchange.
catalogue
interpretation...... Section 1 basic information of the issuer Section II Issuance of new shares eight
1、 Issue type eight
2、 Relevant procedures performed in this offering eight
3、 Distribution method twelve
4、 Number of issues twelve
5、 Issue price thirteen
6、 Total raised funds and issuance expenses fourteen
7、 Receipt and capital verification of raised funds fourteen
8、 Establishment of special account for raised funds and signing of supervision agreement fifteen
9、 Share registration and custody fifteen
10、 Basic information of the issuing object 15 Xi. Concluding comments of the sponsor and co lead underwriters on the process of this non-public offering and the compliance of the issuing object 22 XII. Concluding comments of the issuer's lawyer on the process of this non-public offering and the compliance of the issuing object 23 section III comparison of relevant situations of the company before and after this offering twenty-four
1、 Comparison of relevant situations before and after this issuance twenty-four
2、 Changes in shareholding of directors, supervisors and senior managers twenty-five
3、 The impact of this non-public offering on the company twenty-five
Section IV financial and accounting information of the issuer and discussion and analysis of the management twenty-eight
1、 Description of the preparation basis of the company's main financial data and financial indicators twenty-eight
2、 Main financial data and financial indicators for the last three years twenty-eight
3、 Management discussion and Analysis thirty
Section V institutions related to the issuance and listing of new shares thirty-four
1、 Sponsor (co lead underwriter) thirty-four
2、 Co lead underwriters thirty-four
3、 Issuer's law firm thirty-four
4、 Audit and capital verification institutions thirty-five
Section VI recommendation opinions of recommendation institutions for listing Section VII documents for future reference thirty-seven
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 listing announcement and this report refer to the Shandong Delisi Food Co.Ltd(002330) non-public offering of a shares, the change report of new shares and the listing announcement
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 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: 504293500 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 foods, quick-frozen meat products and other quick-frozen foods, cakes and other foods; Beverages (protein drinks, other beverages), condiments, business scope: edible animal fat (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)
Section II Issuance of new shares
1、 Issue type
The type of shares issued by the company this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. 2、 Relevant procedures for this 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 adopted 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
Case. 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) issuance process
On January 13, 2022, the issuer and the joint lead underwriters issued the invitation for subscription of Shandong Delisi Food Co.Ltd(002330) non-public offering A-Shares (hereinafter referred to as the "invitation for subscription") and its attachment Shandong Delisi Food Co.Ltd(002330) non-public offering A-Shares subscription quotation (hereinafter referred to as the "subscription quotation") to 200 specific investors (hereinafter referred to as "subscription objects") ”）。 The aforesaid subscribers include 20 securities investment fund management companies and securities companies
