China Securities Co.Ltd(601066)
About Shandong Delisi Food Co.Ltd(002330) use of raised funds
Prior verification input
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "recommendation institution") as the recommendation institution for non-public offering of shares in 2022 of Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as " Shandong Delisi Food Co.Ltd(002330) " or "company"), According to the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Shandong Delisi Food Co.Ltd(002330) use of raised funds to replace self raised funds invested in advance has been specially verified. The verification results are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Shandong Delisi Food Co.Ltd(002330) non-public offering of shares (zjxk [2021] No. 1173) of China Securities Regulatory Commission, Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as "the company") is approved to issue no more than 150 Shanghai Pudong Development Bank Co.Ltd(600000) new shares in a non-public manner. The non-public offering actually issued 133315290 shares at a price of 7.39 yuan per share, and the total amount of funds raised was 98519999310 yuan. After deducting the underwriting recommendation fee and other related issuance expenses totaling 814169854 yuan, the net amount of funds actually raised was 97705829456 yuan. The availability of the above raised funds has been examined by Dahua Certified Public Accountants (special general partnership) and the capital verification report Dahua Yan Zi (2022) 000057 has been issued.
2、 Basic information of investment projects with raised funds
According to the proposal on the company's plan for non-public development of A-Shares (the second revision) deliberated and adopted at the eighth meeting of the Fifth Board of directors of the company, the investment projects of the funds raised by the non-public offering of shares and the use plan of the net amount of the funds raised are as follows:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
12 million pigs / year slaughtering and meat products processing project 39634103900000
No. project name total investment of the project to be invested in raised funds
2 Shandong Delisi Food Co.Ltd(002330) 100000 t / a meat products processing project 32847513200000
3 Shandong Delisi Food Co.Ltd(002330) China marketing network system construction project 17722191700000
4. Supplementary working capital 1052 Beijing Zhong Ke San Huan High-Tech Co.Ltd(000970) 583
Total 100723809770583
If the actual net amount of funds raised in this non-public offering is less than the amount of funds to be invested in the above projects, the company will adjust and finally determine the specific investment projects, priorities and specific investment amount of each project according to the actual net amount of funds raised and the priorities of the projects, The insufficient part of the raised funds shall be solved by the company with its own funds or by other means.
In order to ensure the smooth progress of the investment projects with raised funds and protect the interests of all shareholders of the company, before the funds raised from this non-public offering are in place, the company can invest with self raised funds according to the actual situation of the corresponding project progress, and replace them after the raised funds are in place.
3、 Advance investment of self raised funds into projects invested by raised funds and payment of issuance related expenses
As of February 15, 2022, the amount of the company's self raised funds invested in the investment projects of raised funds and paid the issuance related expenses in advance was 1909576 million yuan.
(I) advance investment of self raised funds into projects invested by raised funds
As of February 15, 2022, the actual investment amount of the company's self raised funds invested in the raised funds investment projects in advance is 189998200 yuan, as follows:
Unit: 10000 yuan
No. project name proposed self raised funds proposed replacement amount raised funds pre invested amount
12 million pigs / year slaughtering and meat products processing project 39 China Baoan Group Co.Ltd(000009) 35938935938
2 Shandong Delisi Food Co.Ltd(002330) 100000 t / a meat products processing project 32 China Baoan Group Co.Ltd(000009) 58393958393
3 Shandong Delisi Food Co.Ltd(002330) China marketing network system construction project 1700000 56.52 56.52
4 supplementary working capital 970583 --
Total 977058318999821899982
(II) advance payment of issuance related expenses with self raised funds
As of February 15, 2022, the amount of issuance related expenses paid in advance by the company with self raised funds is 959400 yuan, as follows:
No. item name does not include the amount of value-added tax, the amount of self raised funds paid in advance, and the amount to be replaced
1 underwriting and recommendation fee 664.72 --
2 audit and capital verification expenses 31.50 15.00 15.00
3 attorney fees 75.47 75.47 75.47
4. Securities registration fee and stamp duty 37.01 --
5 material printing expenses 5.47 5.47 5.47
Total 814.17 95.94 95.94
4、 Decision making procedures and special opinions for the replacement of raised funds
1. Opinions of the board of directors
On February 27, 2022, the 17th meeting of the 5th board of directors of the company deliberated and adopted the
The proposal of replacing the early investment with the raised funds agrees to use the raised funds of 1909576 million yuan to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
2. Opinions of independent directors
The independent directors agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance, Independent directors believe that: "After verification, the company's use of the raised funds to replace the early investment is conducive to improving the use efficiency of the raised funds, in line with the development needs of the company and the provisions of relevant laws, regulations and normative documents. The replacement time is less than 6 months from the arrival time of the raised funds, does not affect the normal progress of the investment projects of the raised funds, and there is no disguised change of the raised funds Use of funds and circumstances damaging the interests of shareholders. We unanimously agree that the company will use the raised funds to replace the early investment. "
3. Opinions of the board of supervisors
On February 27, 2022, the 14th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on using raised funds to replace early investment, The board of supervisors held that: "the company's use of raised funds to replace early investment complies with the provisions of relevant laws, regulations and normative documents on the management of raised funds, does not affect the normal investment of the company's investment projects of raised funds, and there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of all shareholders. It agrees that the company uses raised funds to replace early investment this time."
4. Accountant's assurance opinion
Dahua Certified Public Accountants (special general partnership) reviewed the company's use of raised funds to replace the self raised funds invested in the projects invested by raised funds in advance, and issued the verification report of Shandong Delisi Food Co.Ltd(002330) using self raised funds to invest in the projects invested by raised funds in advance and pay the issuance expenses (Dahua He Zi [2022] No. 001515). According to the accountant, Shandong Delisi Food Co.Ltd(002330) prepared the "special instructions on pre investment of raised capital investment projects and payment of issuance expenses with self raised funds" in line with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, In all major aspects, it fairly reflects the situation that Shandong Delisi Food Co.Ltd(002330) as of February 15, 2022 invested the raised funds in advance with self raised funds and paid the issuance expenses.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Shandong Delisi Food Co.Ltd(002330) using the raised funds to replace the advance investment has been deliberated and adopted at the 17th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors, the independent directors have expressed their consent, the accountants have issued a special audit report, and the necessary legal procedures have been performed, Comply with the provisions of relevant laws and regulations and exchange rules, meet the needs of the company's development and safeguard the interests of all shareholders, the replacement time of the company's raised funds is less than six months from the arrival time of the raised funds, does not conflict with the implementation plan of the raised funds investment project, and does not affect the normal implementation of the raised funds project, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of the shareholders of the company.
In conclusion, China Securities Co.Ltd(601066) securities agrees to Shandong Delisi Food Co.Ltd(002330) use the raised funds to replace the self raised funds invested in the raised projects in advance.
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(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) verification opinions on Shandong Delisi Food Co.Ltd(002330) using raised funds to replace early investment)
Signature of sponsor representative:
Liu Simiao, Wang Lei
China Securities Co.Ltd(601066) mm / DD / yyyy
