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农 产 品: 广东信达律师事务所关于深圳市农产品集团股份有限公司2023年度向特定对象发行股票之补充法律意见书(三)

Core Viewpoint - The company is planning to raise up to 2 billion yuan through a private placement of shares to specific investors, including its controlling shareholder, Shenzhen Agricultural and Food Investment Holding Group Co., Ltd. [4][5][6] Group 1: Fundraising and Project Details - The fundraising will involve issuing shares to no more than 35 specific investors, with the controlling shareholder expected to subscribe for 1.3 billion yuan [4][5] - The raised funds will be allocated as follows: 880 million yuan for the Guangming Hai Jixing Phase II project, 520 million yuan for the continued construction of the Changsha Hai Jixing Phase II project, and 600 million yuan for working capital and bank loan repayment [5][6] - The Guangming Phase II project aims to enhance the company's agricultural wholesale market operations, while the Changsha project focuses on expanding seafood trading and developing new business models [5][6] Group 2: Financial Projections and Market Competition - Upon completion, the Guangming Phase II project is projected to generate an average annual revenue of 134 million yuan and a net profit of 44 million yuan, while the Changsha project is expected to yield 128 million yuan in revenue and 48 million yuan in net profit [5][6] - The company faces competition from local rivals, particularly in the Changsha market, which has led to increased sales expenses due to competitive pricing strategies [5][6] Group 3: Legal and Compliance Aspects - The legal counsel has confirmed that the fundraising and project implementation comply with relevant regulations and that there are no substantial obstacles to the land acquisition for the Guangming Phase II project [11][12] - The company has established a robust internal management framework to ensure the proper use of raised funds and compliance with legal requirements [20][21] - The arrangement for minority shareholders to provide loans at different ratios has been deemed reasonable and not detrimental to the interests of the company or its shareholders [19][23]