Huaxi Securities Co.Ltd(002926)
About Bece Legend Group Co.Ltd(000803)
Verification opinions on the deposit and use of funds raised by non-public offering of shares in 2021
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as "sponsor") as a sponsor of Bece Legend Group Co.Ltd(000803) (hereinafter referred to as " Bece Legend Group Co.Ltd(000803) " or "company") for non-public offering and listing of shares in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the self-discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange, The deposit and use of the funds raised by Bece Legend Group Co.Ltd(000803) 2020 non-public offering of shares in 2021 were verified. The details of the verification are as follows:
1、 Basic information of the raised funds
(I) overview of raised funds
Approved by the official reply on approving Bece Legend Group Co.Ltd(000803) non-public offering of shares (zjxk [2021] No. 1986) issued by China Securities Regulatory Commission, Bece Legend Group Co.Ltd(000803) issued 51823630 RMB common shares (A shares) to 25 specific investors at a non-public price of 11.68 yuan per share, The total amount of raised funds is Shuhua Sports Co.Ltd(605299) 99840 yuan. After deducting the issuance expenses related to the raised funds, the net amount of raised funds is 59279827799 yuan. ShineWing Certified Public Accountants (special general partnership) issued the capital verification report on the availability of funds raised by A-share non-public development banks Bece Legend Group Co.Ltd(000803) as of July 16, 2021 (xyzh / 2021bjaa40499) on July 19, 2021 to verify the availability of the above-mentioned funds.
Bece Legend Group Co.Ltd(000803) carries out special account storage management for the raised funds of this non-public offering. The company and the implementation entities of the raised funds investment project have signed the tripartite supervision agreement and supplementary agreement for the raised funds with the special account supervision Bank ( China Minsheng Banking Corp.Ltd(600016) Chengdu Branch, China Everbright Bank Company Limited Co.Ltd(601818) Shijiazhuang branch, Industrial And Commercial Bank Of China Limited(601398) Beijing nanlishi road sub branch) and the sponsor, There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange.
(II) overview of investment projects with raised funds
According to the plan for non-public development of A-Shares in Bece Legend Group Co.Ltd(000803) 2020 approved by the 26th meeting of the 10th board of directors and the 11th extraordinary general meeting of shareholders in 2020, The net amount of the funds raised from this non-public offering after deducting the issuance expenses will be used for the following items: unit: 10000 yuan
No. project name: amount of raised funds to be invested
1 new town thermal expansion and reconstruction project 1542000
2. Shifang Huanneng kitchen waste treatment technical transformation project 1149000
3. Water and fertilizer recycling production and construction project of Jinan jiahexiang Agricultural Technology Co., Ltd. 690000
4. Biomass utilization expansion project of Huimin Dapu biomass energy Co., Ltd. 560000
5. Acquisition of 312000% of the 4.42% equity of Xincheng thermal power held by Xingfu No. 1
Repayment of liabilities and supplementary liquidity of 180006
Total Jiahe Foods Industry Co.Ltd(605300) 0
2、 Actual use of raised funds this year
(I) use of raised funds
In 2021, Bece Legend Group Co.Ltd(000803) actually used 2486245 million yuan (including 969898 million yuan invested in the early stage of replacement), as follows:
Unit: 10000 yuan
Planned investment raised funds 2021 investment serial number raised funds investment project amount net actual investment progress amount
1 new town thermal expansion and reconstruction project 15420001542 Xinjiang International Industry Co.Ltd(000159) 500 10.34%
2. Shifang Huanneng food waste treatment technical transformation project 11490001149000317291 27.61%
Jinan jiahexiang Agricultural Technology Co., Ltd. water and fertilizer resources
3. Construction project of source chemical recycling production 69 Shenzhen Overseas Chinese Town Co.Ltd(000069) 0000 235.87 3.42%
4. Biomass 560000 - quality utilization expansion project of Huimin Dapu biomass energy Co., Ltd
5. Acquire 312000312000312000 100.00% of the 4.42% shares of Xincheng thermal power held by Xingfu No. 1
6 repayment of liabilities and supplementary working capital 18 Ping An Bank Co.Ltd(000001) 6749831673867 99.93%
Total 6053 Zhongfu Straits (Pingtan) Development Company Limited(000592) 79832486245 41.94%
Note 1: ShineWing Certified Public Accountants (special general partnership) issued the verification report on Bece Legend Group Co.Ltd(000803) pre investment of raised funds in investment projects with self raised funds (xyzh / 2021bjaa4) on July 21, 2021
0502), conducted a special audit on Bece Legend Group Co.Ltd(000803) up to July 16, 2021, invested 969898 million yuan in the investment project raised by this non-public offering with self raised funds in advance.
The replacement was deliberated and approved at the 38th meeting of the 10th board of directors and the 21st Meeting of the 10th board of supervisors. The independent directors expressed their independent opinions with explicit consent and fulfilled the necessary approval procedures.
Note 2: according to the assurance report on the annual storage and use of Bece Legend Group Co.Ltd(000803) raised funds (Zhong Hui Zi (2022) No. 01077) issued by Zhonghua Certified Public Accountants (special general partnership) on March 4, 2022, the feasibility of the water and fertilizer recycling production and construction project of Jinan jiahexiang agricultural Technology Co., Ltd. has changed significantly, The reason is that "Jinan, as a key area of the Yellow River Basin, has continuously issued environmental protection policies. On September 3, 2021, Shandong development and Reform Commission issued the notice on implementing the fgbgy [2021] No. 635 document, promoting the entry of industrial projects in key areas along the Yellow River and strictly controlling high pollution, high water consumption and high energy consumption projects" , aiming to promote the ecological environment control and high-quality development of the Yellow River Basin. In the face of increasingly stringent environmental protection requirements, Jinan Shifang solid waste treatment Co., Ltd., a wholly-owned subsidiary of the company, plans to further increase environmental protection investment and carry out standard upgrading transformation of sewage treatment. After the transformation, it can realize direct standard discharge without using biogas slurry for agricultural planting. After careful argumentation, the company plans to stop using the raised funds to invest in the construction of biogas slurry resource recycling production project, and the changes need to follow the corresponding decision-making procedures ".
(II) temporary replenishment of working capital with idle raised funds
After the deliberation and approval of the 39th meeting of the 10th board of directors and the 22nd Meeting of the 10th board of supervisors, the independent directors expressed their independent opinions with explicit consent, Bece Legend Group Co.Ltd(000803) use the idle raised funds of this non-public offering of 300 million yuan to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval of the board of directors. Regarding the use of idle funds raised in this non-public offering, Bece Legend Group Co.Ltd(000803) has made the following commitments:
1. During the period of temporarily replenishing working capital with some idle raised funds, the company will not provide financial assistance to objects other than holding subsidiaries; Use the idle raised funds for temporary replenishment of working capital, which is limited to the production and operation related to the main business, change the purpose of the raised funds or affect the normal progress of the investment plan of the raised funds; Do not use idle raised funds to directly or indirectly invest in securities investment, derivatives trading and other investments.
2. When the term of using some idle raised funds expires, the company will return them to the special account for raised funds in time and in full, and report to Shenzhen Stock Exchange and make an announcement within 2 trading days after all the funds are returned.
3. If the investment project with raised funds needs to be used due to the implementation progress, the company will return the borrowed funds to the special account for raised funds in time to ensure that the normal progress of the investment project with raised funds will not be affected.
As of the date of issuance of this verification opinion, Bece Legend Group Co.Ltd(000803) the promised service life of temporarily replenishing working capital with idle raised funds of this non-public offering has not expired, and the above-mentioned raised funds temporarily used to replenish working capital of 300 million yuan have not been returned to the special account for raised funds.
(III) cash management of idle raised funds
On August 26, 2021, Bece Legend Group Co.Ltd(000803) the 40th meeting of the 10th board of directors and the 24th Meeting of the 10th board of supervisors deliberated and adopted the proposal on cash management with idle raised funds, and agreed that on the premise of ensuring that the capital investment and capital safety of the investment projects with raised funds are not affected, Use the idle raised funds of no more than 200 million yuan for cash management (including the funds raised from non-public offering of shares in 2020 of no more than 85 million yuan) within 12 months after the deliberation and approval of the board of directors.
(IV) balance storage of special account for raised funds
As of December 31, 2021, Bece Legend Group Co.Ltd(000803) the balance of the special account for the raised funds of this non-public offering is as follows:
Unit: Yuan
Ending balance of raised funds deposited in bank account
China Minsheng Banking Corp.Ltd(600016) Chengdu Branch 6331611073642.76
China Everbright Bank Company Limited Co.Ltd(601818) Shijiazhuang branch 751 Liaoning Port Co.Ltd(601880) Meinian Onehealth Healthcare Holdings Co.Ltd(002044) 8013216091
China Everbright Bank Company Limited Co.Ltd(601818) Shijiazhuang branch 751 Liaoning Port Co.Ltd(601880) Guoguang Electric Company Limited(002045) 623606149792
Industrial And Commercial Bank Of China Limited(601398) Beijing nanlishi road sub branch 02 Shanxi Blue Flame Holding Company Limited(000968) 190 Anhui Huaertai Chemical Co.Ltd(001217) 63829603957
Total 4449334116
Note: the above balance includes the handling fee expenditure of the special account for raised funds and interest income for cash management.
3、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, Bece Legend Group Co.Ltd(000803) there is no change in the investment project of raised funds. 4、 Problems in the use and disclosure of raised funds
As of December 31, 2021, Bece Legend Group Co.Ltd(000803) has timely and completely disclosed the information related to the use of raised funds, and there are no violations in the storage, use, management and information disclosure of raised funds.
5、 Assurance opinions on the special report on the annual storage and use of raised funds
Zhonghua Certified Public Accountants (special general partnership) conducted special verification on the special report on the deposit and use of raised funds in Bece Legend Group Co.Ltd(000803) 2021 and issued the verification report on the annual deposit and use of raised funds in Bece Legend Group Co.Ltd(000803) 2022 (Zhong Hui Zi (2022) No. 01077), It is considered that Bece Legend Group Co.Ltd(000803) the above-mentioned special report is in accordance with the guidelines for the supervision of listed companies No. 2 - capital raising by Listed Companies in all major aspects
