Securities code: 000876 securities abbreviation: New Hope Liuhe Co.Ltd(000876) Announcement No.: 2022-26
Bond Code: 127015127049 bond abbreviation: hope to convert bond, hope to convert 2
Announcement on using some idle raised funds to temporarily supplement working capital
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The 50th meeting of the 8th board of directors and the 28th meeting of the 8th board of supervisors of New Hope Liuhe Co.Ltd(000876) (hereinafter referred to as “the company”) respectively deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital by means of communication voting on February 23, 2022, It is agreed that the company shall use idle raised funds of no more than RMB 180 million to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the New Hope Liuhe Co.Ltd(000876) public issuance of convertible corporate bonds (zjxk [2019] No. 1902) by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company publicly issued convertible corporate bonds with a total face value of 4 billion yuan, and the total amount of funds raised was 400 million yuan, After deducting the issuance expenses, the net amount of raised funds is 3982829000.00 yuan. It was verified by Sichuan Huaxin (Group) accounting firm (special general partnership) and issued the New Hope Liuhe Co.Ltd(000876) capital verification report (Chuan Hua Xin Yan (2020) No. 0002) to confirm the arrival of the raised funds. The company has implemented a special account storage system for the above raised funds, and signed the tripartite supervision agreement on raised funds with the opening bank and the sponsor.
2、 Basic information of investment projects with raised funds
As of February 22, 2022, the investment projects of the company’s raised funds are as follows:
Name of the project: the cumulative amount of raised funds to be invested (10000 yuan) and the amount of raised funds (10000 yuan)
Shandong Ningjin new pig farm project: 490710.5 million pigs in 2014
2 Huanghua Xinhao Technology Co., Ltd. Li Guanzhuang sells 700000 commodities annually 70000.00 68899.05
Pig project
3 Yucheng New Hope Liuhe Co.Ltd(000876) Liuhe breeding pig breeding Co., Ltd. has a stock of 6000 10000.00 10000.00
Standardized farm project
4 Yangyuan County 300000 pigs settlement development project 20000.00 20000.00
5. Sanyitang farm of Tongliao Xinhao agriculture and animal husbandry Co., Ltd. produces 1 million 117500.00 103902.77 pigs a year
6. Zhenan farm of Tongliao Xinhao agriculture and animal husbandry Co., Ltd. produces 1 million 117500.00 114677.05 pigs a year
7 Leshan New Hope Liuhe Co.Ltd(000876) agriculture and animal husbandry Co., Ltd. Jingyan Jinfeng pig breeding farm project 5000.00 5000.00
8 Henan Lingbao produces 150000 piglets a year, and the integrated ecological industry of breeding and breeding 10000.00 10000.00
park
Total 400000.00 381553.02
As of February 22, 2022, the balance of the company’s special account for raised funds was 186713900 yuan (including interest and handling charges).
3、 Temporary replenishment of working capital with some idle raised funds used in the previous time
On February 25, 2021, the company held the 31st meeting of the 8th board of directors and the 16th meeting of the 8th board of supervisors respectively, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would temporarily supplement working capital with idle raised funds of no more than RMB 1680 million, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company, and the independent directors of the company have expressed their consent.
During the use period, the company actually used the idle raised funds of RMB 1680 million to temporarily supplement the working capital. Up to now, the company has returned all the above raised funds used for temporary replenishment of working capital to the special account for raised funds, and notified the recommendation institution and recommendation representative of the return of the above raised funds.
For details, please refer to the announcement on the return of raised funds for temporary supplementary working capital (Announcement No.: 2022-23) published by the company in China Securities Journal, Securities Daily, securities times, Shanghai Securities News and cninfo.com on February 22, 2022.
4、 The plan of temporarily replenishing working capital by using some idle raised funds this time
According to the fund use plan of the project invested by raised funds and the construction progress of the project, the company plans to use idle raised funds of no more than RMB 180 million to temporarily supplement working capital in order to improve the use efficiency of raised funds and reduce the financial cost of the company on the premise of ensuring that the construction progress of the project invested by raised funds is not affected, The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
The temporary replenishment of working capital with some idle raised funds is only used for the production and operation related to the company’s main business, and shall not be used for the placement and purchase of new shares, or for the trading of stocks and their derivatives, convertible corporate bonds and other transactions through direct or indirect arrangements; It will not change the purpose of the raised funds in a disguised form and will not affect the normal progress of the investment plan of the raised funds. 5、 The deliberation procedure of the board of directors on the temporary replenishment of working capital plan with some idle raised funds and whether it meets the regulatory requirements.
The company held the 50th meeting of the 8th board of directors on February 23, 2022, deliberated and passed the proposal on using some idle raised funds to temporarily supplement working capital, and decided to temporarily use no more than RMB 180 million of the idle raised funds to supplement the company’s working capital, with a service life of no more than 12 months from the date of deliberation and approval by the board of directors.
Independent directors, the board of supervisors and the recommendation institution have expressed their explicit consent to the above matters. The company’s use of idle raised funds to temporarily supplement working capital this time complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15) The relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the measures for the administration of the use of raised funds of the company are conducive to improving the efficiency of the use of funds of the company, do not conflict with the implementation plan of investment projects with raised funds, and do not affect the normal progress of investment projects with raised funds, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
6、 The amount of financial expenses expected to be saved when idle raised funds supplement working funds, the reasons for the shortage of working funds, whether there is any behavior of changing the purpose of raised funds in a disguised form, and the measures to ensure that the normal progress of raised funds projects will not be affected
With the continuous expansion of the company’s business scale and the increasing demand for working capital, the use of some idle raised funds to supplement the company’s working capital can reduce bank loans and reduce the company’s financial expenses. The company will use idle raised funds of no more than RMB 180 million to supplement working capital. According to the expected use of supplementary working capital, it is expected to save financial expenses of about 2.7 million yuan. The temporary replenishment of working capital with some idle raised funds is limited to the business related to the main business, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders of the company.
The company will use the above raised funds in strict accordance with the provisions of relevant laws and regulations, and return them to the special account for raised funds in time according to the progress and demand of the raised investment project at any time, which will not affect the normal progress of the investment plan of raised funds.
The company promises that there will be no high-risk investment within 12 months before using the idle raised funds to temporarily supplement the working capital, and there will be no high-risk investment during the period of using the idle raised funds to temporarily supplement the working capital.
7、 Description of special opinions
(I) opinions of independent directors
As an independent director of the company in accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the company’s working system for independent directors and other relevant laws, regulations, rules and regulations, After carefully reviewing the proposal on using some idle raised funds to temporarily supplement working capital and relevant materials considered at the 50th meeting of the eighth board of directors, after careful analysis, the following independent opinions are issued:
On the premise of not affecting the normal promotion of the investment projects with raised funds, the company uses part of the idle raised funds (raised funds from the convertible bond project in April 2019) to temporarily supplement the working capital, which is conducive to reducing the company’s financial expenses and improving the use efficiency of the raised funds, meets the needs of the company’s development, and does not violate the provisions of relevant laws, regulations and the articles of association, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders. The relevant approval procedures comply with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the measures for the administration of the use of raised funds by companies.
It is agreed that the company will use some idle raised funds to temporarily supplement working capital, with a total amount of no more than RMB 180 million, and the service life of no more than 12 months from the date of deliberation and approval by the board of directors of the company.
The convening, convening and voting procedures and methods of the board meeting of the company comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to use some idle raised funds to temporarily supplement working capital.
(II) opinions of the board of supervisors
In accordance with the requirements of relevant laws, regulations and normative documents such as the securities law, the guidelines for the governance of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, After carefully reviewing the proposal on using some idle raised funds to temporarily supplement working capital and other relevant materials, the board of supervisors and all members of the company believe that:
The company uses some idle raised funds to temporarily supplement working capital, which is conducive to reducing the company’s financial expenses and improving the use efficiency of raised funds, which meets the needs of the company’s development, does not violate the provisions of relevant laws, regulations and the articles of association, and there is no change or disguised change in the investment direction of raised funds and damage the interests of shareholders. Therefore, it is agreed to continue to use part of the idle raised funds to temporarily supplement the working capital, with a total amount of no more than RMB 180 million, and the service life of no more than 12 months from the date of deliberation and approval by the board of directors. The board of supervisors will supervise the use and return of this part of the raised funds of the company.
(III) opinions of the recommendation institution
The company’s use of some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their consent and fulfilled the necessary approval procedures. The company used part of the idle raised funds to temporarily supplement the working capital, and there was no situation of changing the investment direction of the raised funds in a disguised manner or damaging the interests of shareholders, which met the requirements of the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations.
China Merchants Securities Co.Ltd(600999) it is agreed that the company will temporarily supplement the working capital with idle raised funds of no more than RMB 180 million, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
8、 Documents for future reference
1. Resolutions of the 50th meeting of the 8th board of directors of the company;
2. Independent opinions of the company’s independent directors on the use of some idle raised funds to temporarily supplement working capital;
3. Resolutions of the 28th meeting of the 8th board of supervisors of the company;
4. Review opinions of the board of supervisors on the use of some idle raised funds to temporarily supplement working capital;
5, New Hope Liuhe Co.Ltd(000876) capital verification report (Chuan Hua Xin Yan (2020) No. 0002);
6. China Merchants Securities Co.Ltd(600999) verification opinions on New Hope Liuhe Co.Ltd(000876) using some idle raised funds to temporarily supplement working capital.
It is hereby announced.
New Hope Liuhe Co.Ltd(000876)
Board of directors
February 24, 2002
