中信证券股份有限公司关于山东龙大美食股份有限公司 继续使用部分闲置募集资金暂时补充流动资金的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为山东龙 大美食股份有限公司（以下简称"龙大美食"或"公司"）2021 年非公开发行股 票的保荐人，承接龙大美食 2020 年公开发行可转换公司债券的持续督导工作， 法定持续督导期截止至 2022 年 12 月 31 日。因龙大美食的募集资金尚未使用完 毕，保荐人仍需对公司募集资金的使用和管理继续履行督导义务。 根据《证券发行上市保荐业务管理办法（2025 修正）》《上市公司募集资金 监管规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规 范运作（2025 年修订）》等有关规定的要求，保荐人对公司继续使用部分闲置募 集资金暂时补充流动资金的情况进行了审慎核查，核查情况及保荐意见如下： 一、募集资金基本情况 经中国证券监督管理委员会（以下简称"中国证监会"）证监许可[2020]1077 号文核准，公司于 2020 年 7 月 13 日向社会公众公开发行的可转换公司债券（简 称"龙大转债"，债券代码为"128119"）规模为 95,00 ...

Group 1 - The company issued 9.5 million convertible bonds with a total value of 950 million yuan, which began trading on August 7, 2020 [1] - The convertible bonds, named "Longda Convertible Bonds," have a conversion period from January 18, 2021, to July 12, 2026 [1] - The stock price of the company has been below 70% of the conversion price of 9.30 yuan per share for 30 consecutive trading days, triggering the conditional redemption clause of the convertible bonds [2] Group 2 - The redemption period for the convertible bonds will be from July 15 to July 21, 2025, during which the conversion of the bonds will be suspended [2] - The conversion of the bonds will resume on July 22, 2025, after the redemption application period ends [2] - The company emphasizes the importance of this announcement for the bondholders [2]

New Stock Listings - Huadian New Energy (600930) listed at an issue price of 3.18 on July 16, 2025[1] - Zhongcheng Tui (300208) has 2 trading days remaining until the last trading day[1] - Tui Shi Jin Gang (600190) also has 2 trading days remaining until the last trading day[1] Abnormal Fluctuations - Huayin Power (600744) reported severe abnormal fluctuations on July 15, 2025[1] - Changcheng Military Industry (601606) announced abnormal fluctuations on July 15, 2025[1] - ST Yanzhen (603389) reported abnormal fluctuations on July 16, 2025[1] Other Notable Announcements - ST Ya Zhen (000627) reported significant fluctuations with a value of 7189 on July 16, 2025[3] - Guosheng Technology (603778) reported fluctuations with a value of 3370 on July 15, 2025[3] - ST Xin Chao (600777) reported fluctuations with a value of 1008 on July 11, 2025[3]

Group 1 - The legal opinion letter is issued by Beijing Zhonglun (Chengdu) Law Firm regarding the repurchase of convertible bonds by Shandong Longda Meishi Co., Ltd. [1] - The company has provided necessary and authentic materials for the issuance of the legal opinion letter, ensuring that all documents are true, accurate, complete, and valid [3][4] - The legal opinion is limited to domestic legal issues related to the repurchase of convertible bonds and does not cover financial, accounting, or overseas matters [4][5] Group 2 - The company has obtained internal approvals and authorizations for the public issuance of A-share convertible bonds, including various resolutions and feasibility reports [6][7] - The China Securities Regulatory Commission approved the public issuance of convertible bonds totaling 950 million yuan, with a term of 6 years [7][8] - The convertible bonds, named "Longda Convertible Bonds," were listed and began trading on August 7, 2020 [8] Group 3 - According to the regulations, bondholders have the right to repurchase their bonds under certain conditions, including a drop in stock price below 70% of the conversion price [8][9] - The specific conditions for the repurchase state that if the stock price falls below 6.51 yuan per share, bondholders can exercise their repurchase rights [9] - The company is currently in the last two interest years of the convertible bonds, and the repurchase conditions have been met [9][10] Group 4 - The legal opinion concludes that bondholders can repurchase their convertible bonds according to the relevant regulations and the terms outlined in the offering document [10]

Group 1 - The company issued 9.5 million convertible bonds with a total amount of 950 million yuan, which began trading on August 7, 2020 [1] - The conversion period for the bonds is from January 18, 2021, to July 12, 2026, and the bonds are currently in the conversion period [1] - If the stock price falls below 70% of the conversion price of 9.30 yuan per share for 30 consecutive trading days, the conditional redemption clause for the bonds will take effect [2] Group 2 - The redemption period for the bonds will be from July 15 to July 21, 2025, during which the conversion will be suspended [2] - Trading of the bonds will continue normally during the suspension period [3]

Core Viewpoint - The announcement details the interest payment for the "Longda Convertible Bonds" for the fifth year, with a coupon rate of 1.80% for the period from July 13, 2024, to July 12, 2025 [1][2][3] Group 1: Bond Details - The face value of the bond is 1,000 yuan, with an interest payment of 18 yuan (including tax) [1] - The redemption price at maturity is set at 115 yuan (including the last interest payment) [1] - The bond has a tiered interest rate structure: 1.50% for the first four years, 1.80% for the fifth year, and 2.00% for the sixth year [1][2] Group 2: Interest Calculation and Payment - The annual interest is calculated using the formula I = B × i, where I is the annual interest amount, B is the total face value held by the bondholder, and i is the coupon rate for the year [2] - Interest payments are made annually, with the payment date being the anniversary of the bond's issuance [2][3] - The interest payment date for this period is set for July 13, 2025, with the record date being July 11, 2025 [4] Group 3: Taxation on Interest Income - Individual bondholders are subject to a 20% withholding tax on interest income, with the actual payment being 14.4 yuan for every 10 bonds after tax [3][4] - For qualified foreign institutional investors (QFII and RQFII), interest income is exempt from corporate income tax and value-added tax, allowing them to receive the full 18 yuan for every 10 bonds [4][5] - The company does not withhold taxes for other bondholders, who are responsible for paying their own interest income taxes [4][5]

Company Overview - Shandong Longda Food Co., Ltd. is a private listed company engaged in the slaughtering industry, maintaining a business structure focused on breeding, slaughtering, and food processing, with a full industry chain development advantage [3][5][10] - The company has undergone a board and executive personnel reshuffle, canceling the supervisory board and transferring its powers to the audit committee of the board [3][5] Financial Performance - In 2024, the company's operating profit loss significantly narrowed year-on-year, with total profit slightly turning positive, although revenues from various segments declined [5][21] - The company reported a total revenue of 109.90 billion yuan in 2024, down 17.49% year-on-year, with all business segments experiencing varying degrees of decline [21][22] - As of March 2025, the company had total assets of 59.76 billion yuan and total liabilities of 35.10 billion yuan, indicating a debt burden with a debt-to-asset ratio of 72.14% [9][10] Debt and Credit Rating - The company maintains a long-term credit rating of A+ and has placed its convertible bonds, "Longda Convertible Bonds," on a watch list [1][3] - As of March 2025, the outstanding balance of "Longda Convertible Bonds" was 946 million yuan, with a maturity date in July 2026 [9][10] Industry Analysis - The pig farming industry has experienced price fluctuations, with a recovery in pig prices expected in 2024, although the overall market remains under pressure from rising costs and animal diseases [11][12] - The meat processing industry in China is characterized by low concentration and intense competition, with large enterprises gradually increasing their market share through mergers and acquisitions [12][13] - The industry is expected to shift towards more standardized and large-scale operations, benefiting companies with strong capital and brand advantages [13][14] Strategic Adjustments - The company is strategically focusing on its food business, optimizing product structure, and reducing low-margin operations, while maintaining traditional breeding and slaughtering businesses to support its food segment [21][22] - The company has established stable relationships with over 1,000 well-known clients, including major restaurant chains and supermarkets, enhancing its market presence [17][18]

Group 1 - The company announced the option for investors to sell back their convertible bonds, "Longda Convertible Bonds," at a price of RMB 101.479 per bond during the redemption period from May 9 to May 15, 2025 [1][2] - The total valid redemption applications for "Longda Convertible Bonds" amounted to 11 bonds, with a total redemption value of RMB 1,116.26, including interest and tax [2] - The company stated that the bond redemption will not materially affect its financial status, operational results, cash flow, or capital structure, and will not impair its debt servicing ability or ongoing viability [2] Group 2 - The company will transfer the redemption funds and fees to the designated account of the China Securities Depository and Clearing Corporation Limited, Shenzhen Branch, with the payment date for investors set for May 22, 2025 [2] - Unredeemed "Longda Convertible Bonds" will continue to be traded on the Shenzhen Stock Exchange [2]

Summary of Key Points Core Viewpoint - The company announces the conditional redemption of its convertible bonds ("龙大转债") due to the stock price falling below the specified threshold, allowing bondholders to redeem their bonds at a predetermined price [1][2][3]. Redemption Overview - The redemption clause is activated as the stock price has been below 70% of the conversion price (6.51 CNY) for 30 consecutive trading days [1][2]. - Bondholders can redeem their bonds at face value plus accrued interest, with the redemption price calculated to be 101.479 CNY per bond (including interest and tax) [3][4]. Interest Calculation - The accrued interest for the bonds is calculated using the formula: IA = B × i × t / 365, where B is the total face value of the bonds, i is the annual coupon rate (1.8%), and t is the number of days from the last interest payment to the redemption date [2][3]. Tax Implications - Individual investors will have a net redemption amount of 101.184 CNY per bond after a 20% tax on interest income, while qualified foreign institutional investors (QFII and RQFII) are exempt from this tax [3][4]. Redemption Procedure - The company will announce the redemption details on the trading day following the fulfillment of the redemption conditions, with daily reminders until the end of the redemption period [4][5]. - Bondholders must submit their redemption requests between May 9 and May 15, 2025, and can withdraw their requests on the same day [5]. Trading During Redemption Period - The bonds will continue to trade during the redemption period, but conversion to stock will be suspended [5][6].

Core Viewpoint - The company announces the first notice regarding the conditional redemption of its convertible bonds, "Longda Convertible Bonds," due to the stock price falling below a specified threshold, allowing bondholders to sell their bonds back to the company at a predetermined price [2][4]. Summary by Sections Redemption Overview - The redemption clause is activated as the company's stock price has been below 70% of the conversion price (6.51 CNY) for 30 consecutive trading days [2][4]. - The redemption price is set at 101.479 CNY per bond, including accrued interest [3][6]. Redemption Conditions - The redemption right can be exercised by bondholders if the stock price condition is met during the last two interest years of the bonds [4][7]. - The redemption period is from May 9, 2025, to May 15, 2025, with the redemption condition trigger date being May 7, 2025 [3][9]. Payment and Procedures - The company will process the redemption payments through the China Securities Depository and Clearing Corporation, with funds being credited to investors by May 22, 2025 [10]. - During the redemption period, trading of "Longda Convertible Bonds" will continue, but conversion into shares will be suspended [10].