Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567)
Verification opinions on the extension of financial assistance
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "recommendation institution") as a recommendation institution for continuous supervision of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as " Tangrenshen Group Co.Ltd(002567) " or "company") non-public offering of shares, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions have carefully verified the extension of Tangrenshen Group Co.Ltd(002567) financial assistance, and the verification opinions are as follows:
1、 Overview
1. The company held the 30th meeting of the 8th board of directors on March 10, 2021, deliberated and adopted the proposal on providing financial assistance to holding subsidiaries, In order to meet the capital needs of the operation and development of the holding subsidiary Shandong Hemei Group Co., Ltd. (hereinafter referred to as "Shandong Hemei") and reduce its financing cost, the company provides Shandong Hemei with a financial assistance of RMB 110 million from March 10, 2021 to December 31, 2021. The loan interest is calculated with reference to the loan interest rate of the company in the bank for the same period.
2. The company held the 32nd meeting of the 8th board of directors on April 1, 2021, deliberated and adopted the proposal on external financial assistance of Shandong Hemei Group Co., Ltd, Shandong Hemei provides Shandong Hemei animal husbandry Co., Ltd. (hereinafter referred to as "Hemei animal husbandry") with its own funds with a financial assistance of 80 million yuan. The funding period is from April 1, 2021 to December 31, 2021. The interest on the loan is calculated according to the comprehensive average interest rate of Shandong Hemei's actual bank loan in the borrowing month + 1% of the annual interest rate.
3. On December 14, 2021, the company held the 44th meeting of the 8th board of directors, deliberated and passed the proposal on the extension of financial assistance. In order to reduce the overall financing cost of the company and ensure the capital demand for the business operation of the holding subsidiary, and considering the synergy between Hemei animal husbandry and Shandong Hemei in the meat and poultry industry chain, Shandong Hemei provides financial assistance to Hemei animal husbandry, which is conducive to driving the growth of feed sales of Shandong Hemei and improving the operating efficiency of Shandong Hemei. The company plans to extend the above financial assistance period of 110 million yuan and 80 million yuan
The time limit is extended to December 31, 2022, and the above financial assistance amount can be recycled within the time limit. This transaction does not constitute a connected transaction and needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of recipients of financial assistance
(i) Basic information of Shandong Hemei Group Co., Ltd
1. Type: limited liability company
2. Unified social credit Code: 913716007850362488r
3. Legal representative: Liu Yilin
4. Registered capital: 130 million yuan
5. Date of establishment: January 20, 2006
6. Address: Hemei Industrial Park, No. 8, Daji Road, Huimin County, Binzhou City, Shandong Province
7. Business scope: meat duck breeding; Compound feed (livestock and poultry, aquatic products, young livestock and poultry, breeding livestock and poultry); production and sales of concentrated feed (livestock and poultry, aquatic products, young livestock and poultry, breeding livestock and poultry); vitamin premixed feed (livestock and poultry aquatic products, ruminants); trace element premixed feed (livestock and poultry aquatic products, ruminants); composite premixed feed (livestock, poultry, aquatic products and ruminants) production and sales; grain purchase; operating with branches at the lower limit: feed processing and sales; production and sales of disinfectants (solid) / insecticides (solid), non chlorine disinfectants (liquid) / insecticides (liquid), powders / premixes / powders, granules, tablets and oral solutions; processing and sales of aquatic products and poultry meat products (the term of validity shall be subject to the license); research and development of biological feed, sales of feed and feed raw materials (excluding grain); import and export business within the filing scope (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Key financial data
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets: 1166684622.611362031149.97
Total liabilities 657675812.38850724194.97
Net assets 509008810.23511306955.00
Project: January December 2020 September 2021
(audited) (Unaudited)
Operating income 7142312481.265566870266.34
Net profit 72648812.8532298144.77
9. Other
The company did not provide financial assistance to Shandong Hemei in the previous fiscal year.
（2） Basic information of Shandong Hemei animal husbandry Co., Ltd
1. Type: limited liability company
2. Unified social credit Code: 913716006931140933
3. Legal representative: Cui Kan
4. Registered capital: 50 million yuan
5. Date of establishment: July 31, 2009
6. Address: No. 159, Gongye Road, Huimin County
7. Business scope: purchase and sale of feed; Segmentation, processing, refrigeration and sales of poultry products; Incubation, breeding, purchase and slaughter of Broilers and ducks; Purchase and sale of premixed feed and mixed feed additives; Veterinary drug production and operation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Key financial data
Unit: Yuan
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 904236083.121101107352.36
Total liabilities 335501751.61420449173.59
Net assets 568734331.51680658178.77
Project: January December 2020 September 2021
(audited) (Unaudited)
Operating income 3508231350.142861341808.53
Net profit 172059348.94111923847.26
9. Other
Hemei animal husbandry and its shareholders have no relationship with the company. On March 18, 2020, the 15th meeting of the 8th board of directors of the company deliberated and approved the proposal on external financial assistance provided by Shandong Hemei Group Co., Ltd., and agreed that Shandong Hemei would provide 50 million yuan of financial support to Hemei animal husbandry for the funds required for the operation of Hemei animal husbandry, with the funding period from January 1, 2020 to December 31, 2020, And rolling use within the above quota. As of December 31, 2020, Hemei animal husbandry has returned the principal and interest of financial assistance.
3、 Financial assistance counter guarantee measures
1. Shandong Hemei animal husbandry Co., Ltd., the shareholder of Shandong Hemei, provides equity pledge guarantee for the loan from Shandong Hemei to the company with its 15% equity of Shandong Hemei.
2. Shandong Herun agriculture and animal husbandry Co., Ltd., the shareholder of Hemei animal husbandry, provides equity pledge guarantee for the borrowing from Shandong Hemei by Hemei animal husbandry with its 21% equity and its derivative interests.
4、 Decision making procedures for performance
(i) Deliberations of the board of directors
On December 14, 2021, the company held the 44th meeting of the 8th board of directors, deliberated and adopted the proposal on the extension of financial assistance. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
The board of Directors believes that the sharp rise of corn, soybean meal and other raw materials since 2020 has driven the rise of feed costs. In order to reduce the cost of feed raw materials, Shandong Hemei has increased its strategic reserves of advantageous raw materials such as wheat and brown rice, which requires a lot of funds to prepare goods. The company provides financial assistance to its holding subsidiary Shandong Hemei without affecting its normal operation, Is to meet its business needs and reduce operating costs; There is synergy between Hemei animal husbandry and Shandong Hemei in the meat and poultry industry chain. The financial support provided this time is conducive to driving the growth of feed sales of Shandong Hemei and improving the operating efficiency of Shandong Hemei. The above financial assistance is guaranteed by equity pledge, which can reduce the risk of default, the project risk is controllable, the purpose of financial assistance is clear, the principal safety is well guaranteed, and a certain income can be obtained. The extension of financial assistance does not harm the interests of the company and all shareholders. The decision-making process is legal and effective, and the extension of financial assistance is agreed.
（2） Opinions of independent directors
On the premise of not affecting the normal operation, the extension of financial assistance provided by the company to its subsidiaries can support its business development, reduce its financing cost and improve the efficiency of fund use of the company; On the premise of ensuring daily production and operation, Shandong Hemei provides financial assistance to Hemei animal husbandry, which is conducive to driving the growth of feed sales of Shandong Hemei and improving the operating efficiency of Shandong Hemei. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. This financial assistance provides equity pledge guarantee, which can better ensure the safety of funds, No damage to the interests of the company and minority shareholders was found. The decision-making procedures for the extension of financial assistance have been performed in accordance with relevant regulations and meet the relevant requirements of laws, regulations and normative documents. In conclusion, we agree to the proposal on the extension of financial assistance.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the extension of financial assistance provided by the company to its subsidiaries can support its business development, reduce its financing cost and improve the efficiency of fund use. On the premise of ensuring daily production and operation, Shandong Hemei provides financial assistance extension to Hemei animal husbandry, which is conducive to driving the growth of feed sales of Shandong Hemei and improving the operating efficiency of Shandong Hemei. The financial assistance provides equity pledge guarantee, which can better ensure the safety of funds and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The matter has passed the resolution of the board of directors, and the independent directors have expressed their independent opinions, which need to be submitted to the general meeting of shareholders for deliberation, and the relevant procedures are legal and compliant.
In conclusion, the sponsor has no objection to the extension of Tangrenshen Group Co.Ltd(002567) financial assistance.
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(there is no text on this page, which is the signature and seal page of the verification opinions of Zhongtian Guofu Securities Co., Ltd. on Tangrenshen Group Co.Ltd(002567) the extension of financial assistance)
Signature of sponsor representative:
Zhang Jin Xiang Jun
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2021
