Zhongtai Securities Co.Ltd(600918)
About Jiangsu Lihua Animal Husbandry Co.Ltd(300761)
In 2021, gem issued shares to specific objects
Verification opinions and commitment letter on post meeting matters
China Securities Regulatory Commission and Shenzhen Stock Exchange:
Jiangsu Lihua Animal Husbandry Co.Ltd(300761) (hereinafter referred to as “the company”, “the issuer” or ” Jiangsu Lihua Animal Husbandry Co.Ltd(300761) “) issued shares to specific objects (hereinafter referred to as “this issuance”) has passed the examination of the listing examination center of Shenzhen Stock Exchange on January 12, 2022, On January 28, 2022, the China Securities Regulatory Commission (hereinafter referred to as the CSRC) issued the reply on Approving the registration of Jiangsu Lihua Animal Husbandry Co.Ltd(300761) issuing shares to specific objects (zjxk [2022] No. 257).
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor (lead underwriter)”) is the sponsor and lead underwriter of Jiangsu Lihua Animal Husbandry Co.Ltd(300761) issuing shares to specific objects Zhongtai Securities Co.Ltd(600918) according to the notice of China Securities Regulatory Commission on strengthening the supervision of post meeting matters of companies that intend to issue securities through the issuance and Examination Commission (Zheng Jian FA FA Zi [2002] No. 15) The regulations and requirements on major matters that may affect the listing conditions of this offering and have a significant impact on investors’ investment decisions, as described in the memorandum of standards for the examination of stock issuance No. 5 – operating procedures for the supervision and sealing of post meeting matters of companies that have passed the examination committee’s proposed securities issuance, have given continuous and necessary attention and verification to the issuer’s post meeting matters Zhongtai Securities Co.Ltd(600918) after careful verification, from the date when the offering passes 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 relevant matters on whether major events occur are explained as follows:
1、 With regard to the adjustment of the number of shares issued by the issuer to specific objects and the raised funds in 2021, the company held the eighth meeting of the third board of directors and the eighth meeting of the third board of supervisors on April 22, 2022, and the 2021 annual general meeting of shareholders on May 13, 2022, deliberated and adopted the proposal on the closure of raised funds projects, changing the use 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, from the need of 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 1696288 million yuan), and adjust the amount of the issue and the total amount of the raised funds accordingly, as follows:
Before adjustment:
If the total number of shares issued exceeds 1217044% of the total issued capital of the company (excluding the total issued capital of the company), it is determined by dividing the total issued capital of the company by the total issued capital of the company by 1217044%. 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
(I) slaughtering items 530 Hunan Zhongke Electric Co.Ltd(300035) 30041
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 production of 35 million feather integrated 2887477571886 chicken raising construction project
1.2 Xiangtan Lihua integrated chicken raising project with an annual output of 35 million feathers 25979221097658
1.3 Anshun Lihua integrated chicken raising project with an annual output of 35 million feathers 30497751324638
2 subproject 42216 Org Technology Co.Ltd(002701) 161
No. project name total investment is invested with raised funds
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, as well as the amount invested with self raised funds for the above projects 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
(I) slaughtering items 530 Hunan Zhongke Electric Co.Ltd(300035) 30041
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 production of 35 million feather integrated 2887477571886 chicken raising construction project
1.2 Xiangtan Lihua integrated chicken raising project with an annual output of 35 million feathers 25979221097658
1.3 Anshun Lihua integrated chicken raising project with an annual output of 35 million feathers 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
No. project name total investment is invested with raised funds
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 271429
