Assurance report on the annual use of the previously raised funds
Huaxing zhuanzi [2022] No. 22003330049 Profit Cultural & Creative Group Co.Ltd(300640) all shareholders:
We have reviewed the attached special report on the use of the previously raised funds prepared by the board of directors of Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as Profit Cultural & Creative Group Co.Ltd(300640) ) as of December 31, 2021. 1、 Responsibilities of the board of directors
Profit Cultural & Creative Group Co.Ltd(300640) the responsibility of the board of directors is to prepare the special report on the use of the previously raised funds in accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to express assurance opinions on the special report on the use of the previously raised funds prepared by the board of directors of Profit Cultural & Creative Group Co.Ltd(300640) company on the basis of the implementation of assurance work. We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether there is no material misstatement in the special report on the use of the funds raised by Profit Cultural & Creative Group Co.Ltd(300640) company last time.
In the process of assurance, combined with the actual situation of Profit Cultural & Creative Group Co.Ltd(300640) company, we have implemented procedures including understanding, inquiry, inspection, recalculation and other procedures we think necessary. We believe that our assurance work provides a reasonable basis for issuing assurance opinions.
3、 Assurance conclusion
We believe that the special report on the use of the previously raised funds prepared by the board of directors of Profit Cultural & Creative Group Co.Ltd(300640) company complies with the provisions of the CSRC on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), and fairly reflects the use of the previously raised funds of Profit Cultural & Creative Group Co.Ltd(300640) company as of December 31, 2021 in all major aspects.
4、 Restrictions on the users and purposes of the report
It should be noted that this assurance report is only for Profit Cultural & Creative Group Co.Ltd(300640) company to apply for issuing securities, and shall not be used for any other purpose. We agree to take this assurance report as an essential part of the application document for securities issuance of Profit Cultural & Creative Group Co.Ltd(300640) company and submit it together with other application materials.
Huaxing certified public accountants China Certified Public Accountant: Liu Yandong
(special general partnership) (project partner)
Chinese certified public accountant: Xian Chuanzhi
Fuzhou, China March 18, 2002
Profit Cultural & Creative Group Co.Ltd(300640)
Special report on the use of previously raised funds
According to the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) issued by the China Securities Regulatory Commission, Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as “the company”) will report the deposit and actual use of the raised funds as of December 31, 2021 as follows:
1、 Basic information of previously raised funds
(I) amount of funds raised in the previous time and time of funds in place
1. Initial public offering of shares to raise funds
Profit Cultural & Creative Group Co.Ltd(300640) approved by the reply on the approval of Profit Cultural & Creative Group Co.Ltd(300640) initial public offering (zjxk [2017] No. 375) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company publicly issued 20 million RMB ordinary shares (A shares) to the public at an issue price of 9.41 yuan / share, with a total raised capital of 188.2 million yuan, deducting the recommendation and underwriting fee of 27 million yuan (including tax), The actually received raised capital is RMB 161.2 million. The total cost of this issuance was 38.83 million yuan (including tax), and the net amount of raised funds was 149.37 million yuan, which was deposited into the special account for raised funds of the company on April 11, 2017. The receipt of the above funds was verified by Huaxing Certified Public Accountants (special general partnership), and the capital verification report (mhxs (2017) YZ No. a-001) was issued on April 11, 2017.
2. Issue shares to specific objects to raise funds in 2020
According to the reply on Approving the registration of Profit Cultural & Creative Group Co.Ltd(300640) issuing shares to specific objects (zjxk [2020] No. 2586) issued by China Securities Regulatory Commission, the company’s application for registration of issuing shares to specific objects is approved. The company issued 66076254 ordinary shares (A shares) in RMB to 18 specific objects, with a par value of RMB 1.00 per share, and the total amount of funds raised was RMB 342275000. After deducting the expenses related to the issuance (including tax) of RMB 12717200, the net amount of funds actually raised by the company was RMB 329557800. All the above raised funds have been deposited in the special account for raised funds of the company. Huaxing certified public accountants Co., Ltd. issued the above-mentioned capital verification report [No. 4313] on June 2021.
(II) overall use and balance of the previously raised funds
1. As of December 31, 2021, the overall use and balance of funds raised by the company’s initial public offering of shares:
Unit: RMB
Project amount
Net proceeds 14937000000
Less: as of December 31, 2021, the expenditure amount of raised investment projects was 15972849630
Including: 14674648700 Yuan directly invested in the raised investment project
Replace the self raised funds invested in advance with the raised funds 1298200930
Plus: as of December 31, 2021, the net amount of interest income deducting handling charges is 118773605
As of December 31, 2021, the investment income of financial products was 964227992
As of December 31, 2021, the balance of the company’s fund-raising account was 47151967
2. As of December 31, 2021, the overall use and balance of the company’s funds raised by issuing shares to specific objects in 2020:
Unit: RMB
Project amount
Net proceeds 32955784184
Less: as of December 31, 2021, the expenditure amount of raised investment projects is 3204324347
Of which: 3204324347 yuan is directly invested in the project with raised funds
Replace the amount of self raised funds invested in advance with the raised funds for financial products that have not yet expired
Plus: as of December 31, 2021, the net amount of interest income deducting handling charges is 109561198
As of December 31, 2021, the investment income of financial products was 375692342
Less: as of December 31, 2021, the amount of working capital temporarily supplemented by raised funds is 15000000000
As of December 31, 2021, the balance of the company’s fund-raising account was 15236713377
(III) deposit and management of previously raised funds
1. Initial public offering of shares to raise funds
In order to standardize the management of the company’s raised funds and protect the legitimate rights and interests of investors, in accordance with the relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of companies listed on the Shenzhen Stock Exchange gem and the company’s measures for the management of raised funds, The proposal on determining the special account for raised funds and authorizing the general manager to sign the tripartite supervision agreement was reviewed and approved at the 11th meeting of the second board of directors of the company, and the general manager was authorized to sign the tripartite supervision agreement for raised funds with relevant banks and sponsors.
On May 10, 2017, the company signed the tripartite supervision agreement on raised funds with China Merchants Bank Co.Ltd(600036) Fuzhou Gutian sub branch, Industrial Bank Co.Ltd(601166) Fuzhou Jin’an sub branch, China Minsheng Banking Corp.Ltd(600016) Fuzhou Hudong sub branch and the sponsor China Industrial Securities Co.Ltd(601377) to clarify the rights and obligations of all parties. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange. When using the raised funds, the company strictly performs the corresponding application and approval procedures, timely notifies the recommendation institution and accepts the supervision of the recommendation representative at any time.
The fourth meeting of the third board of directors was held on May 4, 2018, and the proposal on closing some raised investment projects and using the surplus raised funds to permanently supplement the working capital was considered and adopted. In view of the company’s long-term investment in the above-mentioned projects, the raised funds will be used to supplement the operating funds for the company’s initial public offering, so as to meet the actual operating needs of the company. As of June 13, 2018, the above permanent replenishment of working capital has been implemented by the company, the balance of the special account for raised funds has been transferred to the company’s own fund account, and the special account for raised funds has been cancelled. After the special account is cancelled, the relevant tripartite supervision agreement on raised funds signed with Industrial Bank Co.Ltd(601166) and the sponsor China Industrial Securities Co.Ltd(601377) will be terminated accordingly.
The company held the 14th meeting of the third board of directors, the 14th meeting of the third board of supervisors and the second extraordinary general meeting of shareholders in 2019 on August 27, 2019 and September 17, 2019 respectively, and deliberated and approved the proposal on changing the purpose of part of the raised funds and using them for Profit Cultural & Creative Group Co.Ltd(300640) industrial base project. Combined with the current implementation progress and investment construction of the investment projects with raised funds, The purpose of the raised funds (including interest income) of the investment project “overseas marketing network construction project and e-commerce platform project of cultural and creative products” with a total amount of 7.7159 million yuan is changed to Profit Cultural & Creative Group Co.Ltd(300640) industrial base project.
As of December 31, 2021, the company
