Securities code: 300973 securities abbreviation: Ligao Foods Co.Ltd(300973) Announcement No.: 2022-003
Announcement on temporarily replenishing working capital with some idle raised funds
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.
Ligao Foods Co.Ltd(300973) (hereinafter referred to as “the company” or ” Ligao Foods Co.Ltd(300973) “) convened the 17th meeting of the second board of directors and the 16th meeting of the second board of supervisors on January 10, 2022, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company, on the premise of ensuring the normal progress of the construction of investment projects with raised funds, The idle raised funds of no more than 250000000.00 yuan shall be used to supplement the working capital temporarily, and the service life shall not exceed 12 months. When it expires, it will be returned to the special account for raised funds. Relevant matters are hereby announced as follows:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on the registration of Ligao Foods Co.Ltd(300973) initial public offering (zjxk [2021] No. 489), Ligao Foods Co.Ltd(300973) (hereinafter referred to as “the company”) is approved to issue 42340000 RMB common shares (A shares) to the public for the first time, with a par value of 1.00 yuan per share and an issue price of 28.28 yuan per share, The total amount of raised funds is RMB 1197375200.00. After deducting the issuance expenses (excluding value-added tax) of RMB 91507294.92, the net amount of raised funds is RMB 1105867905.08. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has verified the capital availability of the company’s initial public offering on April 12, 2021, and issued the capital verification report numbered “Zhonghuan Yan Zi (2021) No. 0600004”. The company has carried out special account storage management for the raised funds in accordance with the regulations, and signed relevant regulatory agreements with the deposit banks and sponsors of the raised funds.
2、 Idle and use of raised funds
The company held the 10th meeting of the second board of directors and the 8th meeting of the second board of supervisors on June 9, 2021, deliberated and adopted the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds, and agreed to use raised funds to replace self raised funds invested in raised investment projects in advance by April 30, 2021, The total is 201308623.41 yuan. For details, see the announcement on using raised funds to replace self raised funds of pre invested projects with raised funds (Announcement No.: 2021-018) issued by the company on cninfo.com.
On August 17, 2021, the company issued the announcement on Canceling Part of the special account for raised funds (Announcement No.: 2021-037) on cninfo.com. The project fund for replenishing working capital of the investment project with raised funds has used the raised funds stored in the special account to replenish working capital in accordance with the regulations, The balance of RMB 11950.48 in the special account for raised funds was transferred to the general account of the company, and the special account for raised funds was cancelled.
The company held the 13th meeting of the second board of directors and the 12th meeting of the second board of supervisors on August 16, 2021, and the fifth extraordinary general meeting of shareholders in 2021 on September 7, 2021. The proposal on changing the use of some raised funds was reviewed and approved, and the company agreed to “Changxing production base construction and technological transformation project” The raised fund of 436851477.40 yuan (excluding interest) not invested in the “R & D center construction project” is used for the “East China production base construction and technical transformation project”. For details, see the announcement on changing the purpose of some raised funds (Announcement No.: 2021-038) and the announcement on the resolution of the fifth extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-052) issued by the company on cninfo.com.
As of December 30, 2021, 462166343.25 yuan has been used in the company’s investment projects with raised funds, and the remaining balance of raised funds (including interest) is 649591497.87 yuan. The use of funds for each project is as follows:
Unit: Yuan
Total investment amount of projects invested by raised funds committed investment amount of raised funds remarks on investment of raised funds
condition
Expansion of Sanshui production base 382430000.00 280279405.08 103049058.71-
project
The raised investment project changed the construction of Changxing production base 439931600.00 55220122.60 55220122.60 to “East China production base and technical transformation project”
Construction of East China production base 1013444900.00 436851477.40 5499170.96-
And technical transformation project Weihui frozen West Point
Pastry bread food production 311008900.00 195583900.00 195539204.47-
Base construction project
Raised investment project change R & D center construction project 52140000.00 – “East China production base construction and technical transformation project”
Intelligent informatization upgrade 67933000.00 67933000.00 32858786.51-
Manufacturing construction project
Supplementary working capital 70000000.00 70000000.00 70000000.00-
Total 2336888400.00 1105867905.08 462166343.25-
The company does not use idle raised funds to temporarily supplement working capital.
3、 Basic information of temporarily replenishing working capital with idle raised funds this time
(I) amount and term of temporarily replenishing working capital with idle raised funds
The company plans to use idle raised funds of no more than RMB 250000000.00 to temporarily supplement working capital, with a service life of no more than 12 months.
(II) rationality and necessity of temporarily replenishing working capital with idle raised funds
With the continuous expansion of the company’s business scale, the company’s demand for working capital further increases. At the same time, the construction and capital investment of the company’s investment projects with raised funds need a certain period. At present, some of the raised funds are idle. In order to meet the needs of daily operation, improve the use efficiency of raised funds and reduce financial costs, On the premise of ensuring the normal progress of the construction of the investment projects with raised funds, the company plans to temporarily supplement the working capital with idle raised funds of no more than 250000000.00 yuan.
By temporarily replenishing working capital with some idle raised funds, it is estimated that the company can save up to RMB 9500000.00 in financial expenses (this data is calculated according to the benchmark interest rate of one-year loan published by the people’s Bank of China, which is only the calculation data), which can solve the temporary demand for working capital, give full play to the use efficiency of raised funds and reduce financial expenses, In line with the interests of the company and all shareholders.
(III) other instructions for temporarily replenishing working capital with idle raised funds this time
The use of some idle raised funds to supplement the working capital temporarily will not change or change the purpose of the raised funds in a disguised form. The supplementary working capital is only used for the production and operation activities related to the company’s main business, and is not directly or indirectly used for high-risk investment such as securities investment and derivatives trading. If the project invested with raised funds needs to use funds due to the implementation progress, the company will timely return the raised funds temporarily used to supplement working capital to the special account for raised funds, so as to ensure the smooth implementation of the project invested with raised funds.
4、 Approval procedures and relevant opinions
(I) opinions of the board of directors
The company held the 17th meeting of the second board of directors on January 10, 2022, deliberated and passed the proposal on temporarily replenishing working capital with some idle raised funds, and agreed to temporarily replenish working capital with idle raised funds of no more than RMB 250000000.00 for a period of no more than 12 months, which will be returned to the special account for raised funds at maturity.
(II) opinions of independent directors
The company’s use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds and reducing financial costs, will not affect the capital demand for the construction of raised funds and the normal progress of the project, and there is no situation of changing the investment direction of raised funds in disguise or damaging the interests of shareholders, It complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and has fulfilled the necessary approval procedures. Therefore, the independent directors unanimously agree that the company will use the idle raised fund of RMB 250000000.00 to temporarily supplement the working capital, and the service life shall not exceed 12 months.
(III) opinions of the board of supervisors
The company held the 16th meeting of the second board of supervisors on January 10, 2022, deliberated and adopted the proposal on temporarily replenishing working capital with some idle raised funds, and agreed that the company should temporarily replenish working capital with some idle raised funds of no more than RMB 250000000.00. After review, the board of supervisors believes that the idle raised funds to supplement working capital have fulfilled the necessary examination and approval procedures and comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, The decision-making procedure is legal and effective.
(IV) opinions of the recommendation institution
After verification, the sponsor believes that the company’s use of some idle raised funds to temporarily supplement working capital has been deliberated and approved by the board of directors of the company, the independent directors and the board of supervisors have expressed explicit consent, and the necessary approval procedures have been performed. The above matters comply with the provisions of relevant laws and regulations. The company’s use of some idle raised funds to temporarily supplement working capital is conducive to improving the use efficiency of raised funds and reducing the company’s financial cost. There is no situation of changing the purpose of raised funds in a disguised manner, which will not affect the normal progress of the company’s investment projects of raised funds and the use of raised funds.
In conclusion, the recommendation institution has no objection to the company’s use of idle raised funds of no more than RMB 250000000.00 to temporarily supplement working capital.
5、 Documents for future reference
1. Resolutions of the 17th meeting of the second board of directors;
2. Resolutions of the 16th meeting of the second board of supervisors;
3. Independent opinions of independent directors on matters related to the 17th meeting of the second board of directors of the company;
4. China Securities Co.Ltd(601066) verification opinions on Ligao Foods Co.Ltd(300973) using some idle raised funds to temporarily supplement working capital.
It is hereby announced.
Ligao Foods Co.Ltd(300973) board of directors January 10, 2022
