About Anxin Securities Co., Ltd
Petpal Pet Nutrition Technology Co.Ltd(300673) use the funds raised by issuing convertible corporate bonds to unspecified objects to replace the projects invested in raising funds in advance
Verification opinions on self raised funds
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" or "sponsor") is the sponsor of Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as " Petpal Pet Nutrition Technology Co.Ltd(300673) " or "company") to issue convertible corporate bonds to unspecified objects in 2021, In accordance with the requirements of relevant laws and regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, The Petpal Pet Nutrition Technology Co.Ltd(300673) made a careful and prudent verification on the use of the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment project in advance. The verification opinions are as follows:
1、 Basic information of raised funds
Upon examination and approval of Shenzhen Stock Exchange, the reply of China Securities Regulatory Commission on Approving the registration of Petpal Pet Nutrition Technology Co.Ltd(300673) issuing convertible corporate bonds to unspecified objects (zjxk [2021] No. 3596) agrees to register, and Petpal Pet Nutrition Technology Co.Ltd(300673) issues convertible corporate bonds with a face value of no more than RMB 720 million to unspecified objects.
The name of the convertible corporate bonds issued by the company this time is "Patty convertible bonds", with a face value of RMB 100 each, and a total of 7.2 million bonds are issued at par, with a term of 6 years. The total amount of the raised funds is RMB 72000000000, and the net amount of the raised funds is RMB 71185978201 after deducting the sponsor and underwriting fees, intermediary fees, handling fees, information disclosure fees and other related expenses.
The above raised funds have been transferred to the special account of the company's raised funds on December 28, 2021. Zhonghui Certified Public Accountants (special general partnership) has verified the availability of the funds raised by the company by issuing convertible corporate bonds to unspecified objects as of December 28, 2021, and issued the verification report on the availability of bond raised funds (Zhonghui kuaiyan [2021] No. 8205).
On January 12, 2022, the company signed the tripartite supervision agreement on raised funds with the sponsor Anxin Securities Co., Ltd. and the bank that opened the special account for raised funds ( China Citic Bank Corporation Limited(601998) Wenzhou Branch, China Construction Bank Corporation(601939) Pingyang sub branch, Industrial And Commercial Bank Of China Limited(601398) Pingyang sub branch, Bank Of China Limited(601988) Pingyang County sub branch), respectively, less than one month before the raised funds were in place, There is no significant difference between the tripartite supervision agreement and the main contents of the raised funds supervision agreement stipulated in the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies.
According to the fund-raising plan disclosed in the prospectus for the issuance of convertible corporate bonds to unspecified objects on the gem, the company plans to invest in the following projects:
Unit: 10000 yuan
Project name total investment amount proposed to use raised funds
New Zealand 30000 ton high quality pet wet food project 28800762365000
New pet food project with an annual output of 50000 tons 34662982735000
Supplementary working capital project 21 China Vanke Co.Ltd(000002) 100000
Total 84463747200000
2、 Advance investment of self raised funds and replacement of raised funds
In order to ensure the smooth progress of the raised investment project, the company invested with self raised funds before the raised funds were actually in place. As of January 31, 2022, the amount of raised investment projects invested in advance by the company with self raised funds was 482034 million yuan. Zhonghui Certified Public Accountants (special general partnership) issued the verification report on Petpal Pet Nutrition Technology Co.Ltd(300673) using self raised funds to invest in projects invested with raised funds in advance (Zhonghui kuaijin [2022] No. 0560) for the above-mentioned projects invested with self raised funds Assurance report on Petpal Pet Nutrition Technology Co.Ltd(300673) using self raised funds to invest in projects invested with raised funds in advance (Zhonghui kuaijin [2022] No. 0561).
The specific investment plan and proposed replacement are as follows:
Unit: 10000 yuan
Name of raised investment project total investment commitment of raised funds as of the disclosure date, self owned amount to be replaced, investment amount and invested amount of investment funds
New Zealand 30000 tons / year high 28800762365000431033431033 quality pet wet food project
New pet food project with annual output of 50000 tons 34662982735000 510.01 510.01
Supplementary working capital of the project -2100000-
Total 844637472 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 82034482034
According to the investment plan and arrangement disclosed in the prospectus for the issuance of convertible corporate bonds to unspecified objects on the gem (hereinafter referred to as the prospectus), That is, "before the raised funds are in place, the company can invest in the project with self raised funds according to the actual situation of the investment project with raised funds, and replace them after the raised funds are in place. After the raised funds are in place, if the actual amount of raised funds (after deducting the issuance expenses) is less than the total amount of raised funds to be invested in the project, the insufficient part of raised funds shall be raised by the company itself.
”The company's plan of using the raised funds to replace the self raised funds invested is consistent with the arrangement in the prospectus, and the replacement time is less than 6 months from the arrival time of the raised funds, Comply with the provisions of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, guidelines for the self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and do not conflict with the implementation plan of raised investment projects, It will not affect the normal progress of the investment plan of the raised funds, nor will it change the purpose of the raised funds in a disguised form.
4、 Review procedure
(I) deliberations of the board of directors
On March 7, 2022, the ninth meeting of the third board of directors of the company considered and approved the proposal on using the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance, and agreed to use the raised funds to replace the self raised funds of 482034 million yuan invested in the raised investment projects in advance. The board of directors of the company has obtained the relevant authorization of the general meeting of shareholders to consider the replacement of raised funds this time, and the proposal does not need to be submitted to the general meeting of shareholders for deliberation again.
(II) opinions of independent directors
The independent directors of the company have expressed their independent opinions with explicit consent:
After verification, before the raised funds are in place, the company first invests with self raised funds in order to ensure the normal progress of the raised investment projects and meet the needs of the company's operation and development. After the raised funds are in place, the self raised funds that have been invested in the raised investment projects in advance shall be replaced with the raised funds, which shall comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and it is less than 6 months since the arrival of the raised funds, The replacement plan is consistent with the prospectus for issuing convertible corporate bonds to unspecified objects on Petpal Pet Nutrition Technology Co.Ltd(300673) gem and other application documents.
The replacement of the raised funds of the company will not affect the normal implementation of relevant raised investment projects, and there is no case of changing the purpose of the raised funds in a disguised form, nor does it damage the interests of the company and all shareholders.
In conclusion, the independent directors unanimously agree that the company will use the raised funds from issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance.
(III) deliberation of the board of supervisors
On March 7, 2022, the 8th meeting of the third board of supervisors of the company deliberated and approved the proposal on using the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance, and agreed to use the raised funds to replace the self raised funds of 482034 million yuan invested in the raised investment projects in advance.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The company's use of the funds raised from the issuance of convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance has been deliberated and approved at the 9th meeting of the third board of directors and the 8th meeting of the third board of supervisors. The independent directors have issued independent opinions with clear consent, and Zhonghui Certified Public Accountants (special general partnership) has conducted special verification, Necessary procedures have been performed for the replacement of the raised funds.
2. The company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance complies with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, It is less than 6 months from the receipt of the raised funds.
In conclusion, the sponsor has no objection to Petpal Pet Nutrition Technology Co.Ltd(300673) this use of raised funds to replace self raised funds that have been invested in the raised investment project in advance.
(no text below)
(there is no text on this page, which is the signature and seal page of the verification opinions of Anxin Securities Co., Ltd. on Petpal Pet Nutrition Technology Co.Ltd(300673) using the funds raised by issuing convertible corporate bonds to unspecified objects to replace the self raised funds that have been invested in the raised investment projects in advance) sponsor representative:
Wang Yao, Li Dongyi
Anxin Securities Co., Ltd. March 7, 2022
