Guosen Securities Co.Ltd(002736)
About Jiangxi Zhengbang Technology Co.Ltd(002157)
Verification opinions on the termination of some investment projects with raised funds and the permanent supplement of the remaining raised funds to the working capital
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") as the sponsor of Jiangxi Zhengbang Technology Co.Ltd(002157) (hereinafter referred to as " Jiangxi Zhengbang Technology Co.Ltd(002157) ," company "or" issuer ") for public issuance of convertible corporate bonds in 2019 and non-public issuance of shares in 2020, in accordance with the administrative measures for securities issuance and listing recommendation business and the guidelines for recommendation of Listed Companies in Shenzhen Stock Exchange The relevant provisions of laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies have carefully and prudently verified the proposal on terminating some investment projects with raised funds and permanently replenishing working capital with the balance of raised funds deliberated and adopted at the 38th meeting of Jiangxi Zhengbang Technology Co.Ltd(002157) the sixth board of directors, The details of verification are as follows:
1、 Basic information of raised funds
1. Funds raised through public issuance of convertible corporate bonds in 2019
With the approval of the reply on approving Jiangxi Zhengbang Technology Co.Ltd(002157) public issuance of convertible corporate bonds (zjxk [2020] No. 1017) issued by the China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company publicly issued 16 million convertible corporate bonds with a face value of 100 yuan each and a total face value of 160 million yuan, After deducting the underwriting recommendation fee of RMB 18 million, the actually received funds raised from convertible corporate bonds of RMB 1582 million. In the process of this offering, the issuer shall pay underwriting recommendation fees, lawyers, accountants, credit rating, information disclosure and other issuance expenses totaling RMB 19.78 million (including tax), and the issuance expenses (excluding tax) are RMB 186 Wg Tech (Jiang Xi) Co.Ltd(603773) 8. After deducting the issuance expenses excluding tax, the actual net amount of funds raised is RMB 158133962262.
As of June 23, 2020, all the funds raised by the company's public issuance of convertible corporate bonds in 2019 have been in place and have been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report "Dahua Yan Zi [2020] No. 000325".
The funds raised from the public offering of convertible corporate bonds will be used to develop pig breeding and repay bank loans after deducting the issuance expenses. The details of the project are as follows:
No. project name total investment of the project amount of raised funds to be used
1 Panji Zhengbang breeding farm with 16000 sows 28234252243131 base construction project
2. Zhenyi ecological breeding base project in Long'an County, Zhengbang, Guangxi 32840 Daoming Optics&Chemical Co.Ltd(002632) 750
3 Guang'an Qianfeng Longtan Xujia 7PS planting and breeding combination Industrial Park (phase I) 128 Shenzhen Ecobeauty Co.Ltd(000010) 16923
4. 13 Ping An Bank Co.Ltd(000001) 042197 project of "combination of planting and breeding" base construction of sow farm in Siyang Town, Shangsi Zhengbang
5 Nanhua Zhengbang circular agricultural ecological park project 28 China Vanke Co.Ltd(000002) 224520
6 Wuding Zhengbang circular agricultural ecological park construction project (phase I) 12858001021531
7. Zhengbang gaolaozhuang (Henan) Modern Agriculture Co., Ltd. annual breeding 702468306197881600 piglets base construction project (phase I)
8 Dazhou Dazhu Wenxing Longmen 7PS breeding farm project 25 Ping An Bank Co.Ltd(000001) 986179
9. Repayment of bank loans 1853953
Total 195954841 Shanghai Pudong Development Bank Co.Ltd(600000) 0
2. Funds raised by non-public offering of shares in 2020
With the approval of the reply on approving Jiangxi Zhengbang Technology Co.Ltd(002157) non-public Development Bank shares (zjxk [2020] No. 2902) issued by China Securities Regulatory Commission, the company issued 569908811 ordinary shares (A shares) in non-public, with a par value of RMB 1.00 per share, a subscription price of RMB 13.16 per share and a total raised capital of RMB 750000000000, After deducting the issuance expenses excluding tax of RMB 2150659517, the net amount of funds actually raised is RMB 747849340483. As of December 30, 2020, all the funds raised by the company's non-public offering of shares in 2020 have been in place and have been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report "Dahua Yan Zi [2020] No. Hubei Energy Group Co.Ltd(000883) ".
The funds raised from the non-public offering of shares will be used to develop pig breeding and repay bank loans after deducting the issuance expenses. The details of the project are as follows:
No. project name total amount of proposed investment proposed amount of raised funds
1. Construction project of "combination of planting and breeding" base of Zhanhua Zhengbang fattening farm with 100000 pigs 22 Ping An Bank Co.Ltd(000001) 763397 items
2 pig breeding project (second Lianshui Zhengbang fattening farm) 1945 Guangdong Anjubao Digital Technology Co.Ltd(300155) 9244
3 pig breeding project (Lianshui Zhengbang fattening farm 1) 17294001386190
4 "combination of planting and breeding" base of Chenzhuang fattening farm 66 Shenzhen Fountain Corporation(000005) 290191
5. Construction project of "combination of planting and breeding" base of Xiliu fattening farm 22 Ping An Bank Co.Ltd(000001) 743397
6 Ningjin Zhengbang Animal Husbandry Development Co., Ltd. animal husbandry and breeding circular agriculture comprehensive project 22 Ping An Bank Co.Ltd(000001) 763397
7. Construction project of large-scale breeding base with 15000 sows in stock of karaqin Zhengbang agriculture and animal husbandry Co., Ltd. 31350052512845
8. Neijiang Zhengbang Lezhi branch nengfan sow breeding circular breeding project 33 China Vanke Co.Ltd(000002) 645096
9. Chinese herbal medicine planting and breeding cycle project of 8000 head breeding farm in Shuangmiao, Shehong 20 Ping An Bank Co.Ltd(000001) Jdm Jingda Machine(Ningbo)Co.Ltd(603088)
10. Construction project of 8800 sows "combination of planting and breeding" base in Longhu Township, Gongcheng County 13 Ping An Bank Co.Ltd(000001) 042007
11 Laibin construction project of "combination of planting and breeding" base of 12000 sows breeding farm in liangtang Town, Zhengbang 2 Rongfeng Holding Group Co.Ltd(000668) 1603624
12 ecological breeding project of planting and breeding in Huairen village, Leiping Town, Daxin County, Chongzuo Zhengbang 27800 Xiamen Hexing Packaging Printing Co.Ltd(002228) 293
13 Yongshan Zhengbang Fuzhu project Maolin town breeding demonstration park project 18 Ping An Bank Co.Ltd(000001) 442779
14 Zhengbang East New Ecological Breeding Industrial Park 20 Ping An Bank Co.Ltd(000001) Jdm Jingda Machine(Ningbo)Co.Ltd(603088)
15 supplementary working capital 4681336446813364
Total 8200373775000000
(II) temporary replenishment of working capital with idle funds
The 24th Meeting of the 6th board of directors and the 18th meeting of the 6th board of supervisors respectively held on April 7, 2021 deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. On the premise of ensuring the capital demand for the construction of investment projects with raised funds and the normal progress of investment projects with raised funds, It is agreed that the company will use the funds raised by non-public offering of shares in 2018 not more than RMB 160 million, the funds raised by public offering of convertible corporate bonds in 2019 not more than RMB 113 million, and the funds raised by non-public offering of shares in 2020 not more than RMB 2470 million to temporarily supplement the working capital.
The term shall not exceed 12 months from the date of deliberation and approval by the board of directors, and the company will return it to the special account for raised funds in time. For details, please refer to securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the information disclosure media designated by the company on April 8, 2021 Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2021091).
On June 25, 2021, the company returned all the 160 million yuan of idle raised funds used to temporarily supplement working capital to the special account for funds raised by non-public offering of shares in 2018. On the same day, the company held the 14th interim meeting of the 6th board of directors and the 7th interim meeting of the 6th board of supervisors respectively, deliberated and adopted the proposal on using surplus raised funds to permanently supplement working capital. In view of the completion of the construction and acceptance and delivery of the company's investment project of non-public offering of shares in 2018, in order to give full play to the use efficiency of funds and maximize the efficiency of raised funds, Combined with the actual operation of the company, it is agreed to use the surplus raised funds of about 1705417 million yuan (including the net amount of interest income after deducting handling charges, and the specific amount shall be subject to the actual amount after bank settlement on the day of capital transfer out) to permanently supplement the working capital. Therefore, the use of the raised funds in 2018 has been completed. For details, please refer to securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) published on the information disclosure media designated by the company on June 26, 2021 Announcement on permanent replenishment of working capital with surplus raised funds (Announcement No.: 2021170).
As of April 1, 2022, the company has returned all 160 million yuan used to supplement working capital to the special account for funds raised by non-public offering in 2018; Return the 27.6 million yuan used to supplement working capital to the special account for funds raised by public issuance of convertible corporate bonds in 2019, and the remaining 110.24 million yuan has not been returned; The 30 million yuan used to supplement working capital will be returned to the special account for funds raised by non-public offering in 2020, and the remaining 2440 million yuan has not been returned.
On April 1, 2022, the 36th meeting of the sixth board of directors and the 28th meeting of the sixth board of supervisors were held respectively, and the proposal on delaying the return of idle raised funds and continuing to be used for temporary replenishment of working capital was deliberated and approved. It is proposed to postpone the return of the funds raised by the public issuance of convertible corporate bonds in 2019 of RMB 1102.4 million In 2020, the idle funds of 2440 million yuan raised by non-public offering of shares will continue to be used to supplement the working capital temporarily. The deferred repayment period shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds at the expiration of the period. For details, please refer to securities times, Securities Daily, Shanghai Securities News and cninfo.com (www.cn. Info. Com. CN.) published on the information disclosure media designated by the company on April 2, 2022 Announcement on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily (Announcement No.: 2022042).
2、 Management and storage of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the raised funds management system (hereinafter referred to as the "management system") in accordance with the company law, the securities law, 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 and other laws and regulations, and in combination with the actual situation of the company, The management
