Minsheng Securities Co., Ltd
about
Hunan Xiangjia Animal Husbandry Company Limited(002982) public issuance of convertible corporate bonds
of
Issuance recommendation
Sponsor (lead underwriter)
No. 8, Puming Road, China (Shanghai) pilot Free Trade Zone
April, 2002
Statement
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “the sponsor”) accepts the entrustment of Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as “the issuer”, ” Hunan Xiangjia Animal Husbandry Company Limited(002982) ” or “the company”) to act as the sponsor of its public issuance of convertible corporate bonds. Minsheng securities and its sponsor representatives in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance by listed companies and the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) In accordance with the provisions of the code for due diligence of sponsors and other laws and regulations, we are honest, trustworthy, diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
Declare that Section 1 basic information of this securities issuance three
1、 Introduction to the sponsor, sponsor representative and project team members three
2、 Basic information of the issuer three
3、 Description of whether there is a related relationship between the issuer and the recommendation institution six
4、 Internal audit procedures and core opinions of the recommendation institution seven
Section II commitments of the recommendation institution 9 Section III recommendation on this securities issuance ten
1、 Description of relevant decision-making procedures for this securities issuance ten
2、 This securities issuance meets the issuance conditions stipulated in the securities law eleven
3、 This securities issuance meets the issuance conditions stipulated in the administrative measures IV. The issuance of securities complies with the provisions of the on further implementing matters related to cash dividends of listed companies
Relevant provisions of the notice V. special verification of the issuer’s behavior of employing a third party in this securities offering in accordance with the opinions on strengthening the risk prevention and control of honest practitioners such as securities companies engaging a third party in investment banking business
opinion…… twenty-three
6、 Main risks of the issuer twenty-three
7、 The evaluation of the sponsor on the development prospect of the issuer thirty-five
8、 Recommendation conclusion for this securities offering thirty-six
Section 1 basic information of this securities issuance
1、 Introduction to the sponsor, sponsor representative and project team members
(I) name of recommendation institution
Minsheng Securities Co., Ltd. is entrusted by Hunan Xiangjia Animal Husbandry Company Limited(002982) to act as the sponsor of its public issuance of convertible corporate bonds.
(II) information of the recommendation representative designated by the recommendation institution
1. Name of sponsor representative
Ms. Cao Dong, Ms. Liu Na.
2. Practice of recommendation business of recommendation representative
Cao Dong: sponsor representative, senior vice president of investment banking division of Minsheng Securities Co., Ltd., who has presided over or participated in Changsha Tongcheng Holdings Co.Ltd(000419) share allotment, Jiangxi Selon Industrial Co.Ltd(002748) IPO, Zhongfu Information Inc(300659) IPO, Hunan Xiangjia Animal Husbandry Company Limited(002982) IPO and other projects, as well as the restructuring guidance of many companies, and has rich experience in investment banking business.
Liu Na: the sponsor representative, vice president of investment banking business department of Minsheng Securities Co., Ltd., has successively participated in Zhongfu Information Inc(300659) IPO, Henan Provincial Communications Planning & Design Institute Co.Ltd(300732) IPO, Hunan Xiangjia Animal Husbandry Company Limited(002982) IPO and other projects, as well as the restructuring guidance of many companies. She has rich experience in investment banking business.
(III) Co sponsors of this securities issuance project and other project team members
1. Co sponsor of this public offering of convertible bonds
Zou linzhe: Senior Manager of investment banking business department of Minsheng Securities Co., Ltd., who participated in Hunan Xiangjia Animal Husbandry Company Limited(002982) IPO and due diligence of several companies.
2. Other project team members: He Jun, Wang Yutong.
All members of the above project team have securities qualification and have no record of being punished by the regulatory authority.
2、 Basic information of the issuer
(I) overview of the issuer
Chinese name of issuer Hunan Xiangjia Animal Husbandry Company Limited(002982)
English name of the issuer: Hunan Xiangjia animal husbandry Co., Ltd
Shenzhen stock exchange where the shares are listed
Stock abbreviation Hunan Xiangjia Animal Husbandry Company Limited(002982)
Stock code Hunan Xiangjia Animal Husbandry Company Limited(002982)
Legal representative: Yu Ziwen
Date of incorporation of the company changed to June 18, 2012 (date of incorporation of the company as a whole)
The registered capital is 101.88 million yuan
Registered address: No. 9 Jiashan Road, tiangongshan neighborhood committee, economic development zone, Shimen County, Hunan Province
Post code 415300
Tel: 07365223898
Fax: 07365223888
Website: www.xiangjiamuye.com com.
Engage in animal husbandry breeding services with the valid license of the enterprise; Raising and selling livestock and poultry; Slaughter and sale of livestock and poultry; Processing and sales of feed; Processing and sales of meat products and by-products; Sale of veterinary drugs; Tree seedling raising (excluding seeds); Breeding equipment sales; Agricultural, forestry and animal husbandry business scope and fishery technology promotion services; Manufacture and sale of organic fertilizer and microbial fertilizer; Egg sales; Internet sales of food; Refrigerated truck road transportation, loading, unloading and handling; Low temperature storage; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Inspection and quarantine services and testing services.
The type of securities issuance is public issuance of convertible corporate bonds
(II) equity structure of the issuer and top ten shareholders
1. Equity structure of the issuer
As of December 31, 2021, the total share capital of the company is 101880000 shares, and the share capital structure is as follows:
Class of shares number of shares (shares) shareholding ratio
1、 Shares with limited sales conditions 5469250053.68%
Including: 1. Domestic natural persons hold 5469250053.68%
2. Domestic non-state-owned legal person —
2、 Shares with unlimited sales conditions 4718750046.32%
3、 Total shares 10188 Shenzhen Ecobeauty Co.Ltd(000010) 0.00%
2. Top ten shareholders of the issuer
As of December 31, 2021, the shareholding of the top ten shareholders of the company is as follows:
Total number of shares and shareholding ratio, including limited sales serial number, shareholder name, nature of share capital (shares) example, number of conditional shares (shares)
1 Yu Ziwen natural person 23 million 22.58% 23 million
2 Xing Weimin’s domestic natural person 23 million 22.58% 23 million
3 Hunan Dajing Shuangjia investment enterprise domestic non-state-owned legal person 100 China Baoan Group Co.Ltd(000009) .82%-
(limited partnership)
4 Yu Weirong domestic natural person 20 Ping An Bank Co.Ltd(000001) .96% 2000000
5 Xing Chengnan domestic natural person 20 Ping An Bank Co.Ltd(000001) .96% 2000000
6 ICBC Credit Suisse fund domestic state-owned legal person 15858571.56%-
7. 1500000 natural persons in Longyang 1.47%-
8. ICBC Credit Suisse information industry fund domestic state-owned legal person 12842001.26%-
9. 1250000 natural persons in Shujun 1.23%-
10 ICBC Credit Suisse innovation growth fund domestic state-owned legal person 10098040.99%-
Total 6662986165.41% 50000000
(III) main financial data and financial indicators of the issuer
Tianjian Certified Public Accountants (special general partnership) has issued standard unqualified audit reports on the financial reports of Hunan Xiangjia Animal Husbandry Company Limited(002982) 2019, 2020 and 2021.
The main financial data and financial indicators of the company are as follows:
1. Main data of consolidated balance sheet, income statement and cash flow statement in the last three years
(1) Main data of consolidated balance sheet
Unit: 10000 yuan
Project 202112-31202012-31201912-31
Current assets 103573 China Railway Construction Corporation Limited(601186) 84565629704
Non current assets 1832 Chengtun Mining Group Co.Ltd(600711) 9078467710045
Total assets 286833672377630213339748
Current liabilities 777630656850053344978
Non current liabilities 411487817558191650891
Total liabilities 1189118474408244995870
The owner’s equity attributable to the parent company is 16084707160431868046142
Total owner’s equity 16792183163354788343879
(2) Main data of consolidated income statement
Unit: 10000 yuan
Project 20212020
