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Beijing Zhonglun law firm
About Jiangsu Lihua Animal Husbandry Co.Ltd(300761)
Issuing shares to specific objects
Verification opinions and commitment letter on post meeting matters
To: China Securities Regulatory Commission, Shenzhen Stock Exchange
Beijing Zhonglun law firm (hereinafter referred to as the firm) is entrusted by Jiangsu Lihua Animal Husbandry Co.Ltd(300761) (hereinafter referred to as the issuer or the company) to provide legal services on the issuer’s application for issuing shares to specific objects (hereinafter referred to as the offering).
The issuer’s issuance has been approved by the listing examination center of Shenzhen Stock Exchange on January 12, 2022, and the reply on approving Jiangsu Lihua Animal Husbandry Co.Ltd(300761) to issue stock registration to specific objects (zjxk [2022] No. 257) issued by China Securities Regulatory Commission (hereinafter referred to as CSRC) on January 28, 2022.
In accordance with the notice on strengthening the supervision of post session matters of companies that have passed the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) and the memorandum of Stock Issuance Examination Standards No. 5 (newly revised) – operating procedures for the supervision and sealing of post session matters of companies that have passed the issuance and Examination Commission, The exchange has paid continuous and necessary attention to whether the issuer has any major events that may affect the issuance and listing and have a significant impact on investors’ investment decisions. After careful verification, from the date when the issuance passed the review of the listing review center of Shenzhen Stock Exchange (January 12, 2022) to the date of issuance of this commitment letter (hereinafter referred to as the commitment period), the exchange explained and promised whether there were major events in the issuer as follows: I. adjustment of the number of issuers and raised funds of the issuance
On May 13, 2022, the 2021 annual general meeting of shareholders of the company deliberated and approved the proposal on the closing of raised funds and changing the purpose of some raised funds and permanently replenishing working capital. After comprehensive consideration of the enterprise’s business development strategy and the implementation progress of the fund-raising projects, in order to further improve the use efficiency of the raised funds, reduce the company’s financial costs and maximize the interests of shareholders, the company plans to close the investment projects of the funds raised by the initial public offering of some companies and change the purpose of some investment projects of the raised funds, The remaining raised funds of the above raised investment projects of RMB 313610400 (accounting for 27.27% of the amount of raised funds, affected by the settlement of interest income on the approval date and the implementation date, and the specific settlement amount shall be subject to the actual amount on the day when it is transferred into the self owned fund account) shall be permanently supplemented with working capital.
Considering the impact of the above-mentioned permanent replenishment of the previously raised funds and the need for prudent use of the raised funds, and in combination with the actual situation of the company, the company plans to deduct 330 million yuan from the total amount of the raised funds (that is, the amount of supplementary working capital invested with the raised funds is reduced from 4996288 million yuan to 16962880 yuan), and adjust the number of issues and the total amount of raised funds accordingly, as follows:
Before adjustment:
The number of shares issued this time is determined by dividing the total amount of raised funds by the issue price, which is no more than 70453544 shares (including this number), and no more than 30% of the total share capital of the company before this issue, i.e. 121164000 shares. The final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before issuing shares to specific objects, the number of shares issued this time will be adjusted accordingly. The proposed fund-raising for the issuance of shares to specific objects will not exceed 160 million yuan (including 160 million yuan). After deducting the issuance expenses, the net fund-raising will be used to invest in the following projects:
Unit: 10000 yuan
No. project name total investment is invested with raised funds
Slaughtering project (class I) 5303000
1 Yangzhou Yangxue broiler slaughtering project 20 Ping An Bank Co.Ltd(000001) 250460
2 Weifang Yangxue broiler slaughtering project 12 China High-Speed Railway Technology Co.Ltd(000008) 46369
3 Taian Yangxue broiler slaughtering project 13 China Baoan Group Co.Ltd(000009) 18948
4 Xiangtan Lihua broiler slaughtering project 803 Chongqingyukaifaco.Ltd(000514) 264
(II) chicken raising project 127567745695343
1 integration project 85351742994182
1.1 Xuzhou Lihua annual 35 million feather integrated chicken breeding construction project 2887477571886
1.2 Xiangtan Lihua integrated chicken raising project with an annual output of 35 million feathers 25979221097658
1.3 Anshun Lihua annual 35 million feather integrated chicken breeding construction project 30497751324638
2 subproject 42216 Org Technology Co.Ltd(002701) 161
2.1 Shaoguan Lihua feed plant project 15 Shenzhen Fountain Corporation(000005) 13348
2.2 Anyuan Lihua feed plant project 10 Shenzhen Quanxinhao Co.Ltd(000007) 73725
2.3 Huizhou Lihua incubator project 591500501026
2.4 Yangzhou Lihua incubator project 43 Wuxi Boton Technology Co.Ltd(300031) 1166
2.5 Luoyang Lihua chicken farm project 697100601896
(III) Jiangsu Lihua Animal Husbandry Co.Ltd(300761) headquarters base project 38941001778328
(IV) supplementary working capital 51890834996288
Total 271429571 Shanghai Pudong Development Bank Co.Ltd(600000) 0
Note: the above amount to be invested with raised funds has deducted 192795 million yuan of new investment and financial investment to be invested from six months before the resolution of the fourth meeting of the third board of directors to the issuance, and the amount invested with self raised funds for the above items before the resolution of the fourth meeting of the third board of directors
After adjustment:
The number of shares issued this time is determined by dividing the total amount of raised funds by the issue price, which is no more than 55922501 shares (including this number), and no more than 30% of the total share capital of the company before this issue, i.e. 121164000 shares.
The final issuance quantity shall be determined by the board of directors through consultation with the sponsor (lead underwriter) in accordance with the authorization of the general meeting of shareholders, relevant provisions of the CSRC and the actual subscription. If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before issuing shares to specific objects, the number of shares issued this time will be adjusted accordingly. The proposed fund-raising for the issuance of shares to specific objects will not exceed RMB 127 million (including RMB 127 million). After deducting the issuance expenses, the net amount of the raised funds will be used to invest in the following projects:
Unit: 10000 yuan
No. project name total investment is invested with raised funds
Slaughtering project (class I) 5303000
1 Yangzhou Yangxue broiler slaughtering project 20 Ping An Bank Co.Ltd(000001) 250460
2 Weifang Yangxue broiler slaughtering project 12 China High-Speed Railway Technology Co.Ltd(000008) 46369
3 Taian Yangxue broiler slaughtering project 13 China Baoan Group Co.Ltd(000009) 18948
4 Xiangtan Lihua broiler slaughtering project 803 Chongqingyukaifaco.Ltd(000514) 264
(II) chicken raising project 127567745695343
1 integration project 85351742994182
1.1 Xuzhou Lihua annual 35 million feather integrated chicken breeding construction project 2887477571886
1.2 Xiangtan Lihua integrated chicken raising project with an annual output of 35 million feathers 25979221097658
1.3 Anshun Lihua annual 35 million feather integrated chicken breeding construction project 30497751324638
2 subproject 42216 Org Technology Co.Ltd(002701) 161
2.1 Shaoguan Lihua feed plant project 15 Shenzhen Fountain Corporation(000005) 13348
2.2 Anyuan Lihua feed plant project 10 Shenzhen Quanxinhao Co.Ltd(000007) 73725
2.3 Huizhou Lihua incubator project 591500501026
2.4 Yangzhou Lihua incubator project 43 Wuxi Boton Technology Co.Ltd(300031) 1166
2.5 Luoyang Lihua chicken farm project 697100601896
(III) Jiangsu Lihua Animal Husbandry Co.Ltd(300761) headquarters base project 38941001778328
(IV) supplementary working capital 51890831696288
Total 2714295712700000
Note: the above proposed investment amount of raised funds has deducted the new investment and financial investment to be invested from six months before the resolution of the fourth meeting of the third board of directors to the issuance
