Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Verification opinions on the extension of investment projects with raised funds
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation”, “recommendation agency”) is a recommendation agency for non-public development of shares of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (formerly known as Hunan Dakang International Agricultural Food Co., Ltd., hereinafter referred to as ” Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) ” or “company”), In accordance with 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, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, the extension of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) raised funds investment projects was verified, The details are as follows:
1、 Basic information of raised funds
With the approval of the reply on Approving the non-public development of shares of Hunan Dakang international agricultural and Food Co., Ltd. (zjxk [2019] No. 2583) issued by China Securities Regulatory Commission, the company was approved to issue 888888888888 ordinary shares (A shares) in RMB to Shanghai Pengxin agricultural investment (Group) Co., Ltd. at an issue price of 1.80 yuan / share, and the total amount of raised funds was 15999999840 yuan, After deducting the expenses related to the issuance of RMB 743250033, the net amount of raised funds is RMB 159256749807. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report (tjyz [2020] No. 2-15) was issued on April 28, 2020. 2、 Use of raised funds
As of December 31, 2021, the specific use of the company’s raised funds for investment projects is as follows:
Project Name: cumulative investment amount of proposed raised funds (10000 yuan) (10000 yuan)
1 Myanmar 500000 beef cattle breeding project 8 Jiangsu Xinning Modern Logistics Co.Ltd(300013) 322.77
2 Ruili beef cattle industry base construction project 2200016363.91
3. Supplementary working capital 5425675
Total 1598375833
3、 Specific conditions and reasons for the delay of raised investment projects
Although the “Myanmar 500000 beef cattle breeding project” and “Ruili beef cattle industry base construction project” invested by the company with the raised funds have been fully demonstrated in the early stage, under the dual influence of the political situation in Myanmar and the covid-19 epidemic outside China, the construction progress of the raised investment project is lower than the company’s previous expectation. According to the current actual construction situation of the raised investment project, the company plans to extend the implementation period of “Myanmar 500000 beef cattle breeding project” and “Ruili beef cattle industry base construction project” from May 2022 to may 2023 under the condition of keeping the implementation subject, total investment and fund use of the raised investment project unchanged.
Sequence item name reaches the scheduled available date before adjustment and reaches the scheduled available date after adjustment
1 Myanmar 500000 beef cattle breeding project may 2022 may 2023
2 Ruili beef cattle industry base construction project may 2022 may 2023
4、 The impact on the company caused by the postponement of this raised investment project
The postponement of this raised investment project is a prudent decision made by the company according to the actual situation of the project construction progress and fully considering the impact of the political situation fluctuation in Myanmar and covid-19 epidemic on the project construction. This matter only involves the change of project construction progress, without adjusting the implementation subject, total investment and fund purpose of the raised investment project, and there is no change or disguised change in the investment direction of the raised funds and other circumstances that damage the interests of shareholders. The postponement of the company’s raised investment project will not have a significant impact on the company’s current production and operation. As there may still be various unforeseen factors in the subsequent specific construction process of the project, please pay attention to the investment risks.
5、 Relevant review procedures and special opinions for implementation
(I) review procedures for the extension of this raised investment project
The 22nd Meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors respectively considered and adopted the proposal on the extension of investment projects with raised funds. The independent directors expressed independent opinions and agreed to the extension of investment projects with raised funds.
(II) independent opinions of independent directors
The independent directors of the company believe that the delay of the company’s investment project with raised funds is made according to the actual situation of the project, does not involve the change of the implementation subject, investment purpose and scale of the investment project with raised funds, does not belong to the substantive change of the investment project with raised funds, and there is no change or disguised change of the investment direction of raised funds and damage to the interests of shareholders of the company. The decision-making procedures for the extension of the investment projects with raised funds comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange on the use of raised funds of listed companies and the relevant provisions of the articles of association. Therefore, we agree to the extension of some investment projects with raised funds of the company.
(III) opinions of the board of supervisors
The postponement of the company’s investment project with raised funds is a prudent decision made according to the actual situation of the investment project with raised funds. It does not involve the change of the implementation subject, investment purpose and scale of the investment project with raised funds, does not belong to the substantive change of the investment project with raised funds, and does not change or disguise the investment direction of raised funds and damage the interests of shareholders of the company. The decision-making procedures for the extension of the investment projects with raised funds comply with the relevant laws and regulations of the CSRC and Shenzhen Stock Exchange on the use of raised funds of listed companies and the relevant provisions of the articles of association. Therefore, the board of supervisors of the company agrees to the extension of some investment projects with raised funds.
6、 Opinions of the sponsor
After verification, the sponsor believes that the extension of the investment project of the raised funds is the decision made by the company according to the actual progress of the investment project of the raised funds, does not involve the change of the implementation subject, investment purpose and scale of the investment project of the raised funds, does not belong to the substantive change of the investment project of the raised funds, and there is no change or disguised change of the investment direction of the raised funds and damage to the interests of the shareholders of the company. The matter has been deliberated and approved at the 22nd Meeting of the 7th board of directors and the 14th meeting of the 7th board of supervisors of the company. The independent directors have issued clear consent opinions and fulfilled the necessary approval procedures, Comply with the relevant provisions of the 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 company’s management system for raised funds. In conclusion, the recommendation institution has no objection to the extension of the company’s investment project with the raised funds.
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Sponsor representative:
Cai Ming, Hou Haitao
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. mm / DD / yyyy
