Securities code: Huabao Flavours & Fragrances Co.Ltd(300741) securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022020 Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement on using some idle raised funds for cash management
The company and all members of the board of directors except Mr. Lin Jiayu guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company” or ” Huabao Flavours & Fragrances Co.Ltd(300741) “) held the 24th Meeting of the second board of directors and the 11th meeting of the second board of supervisors on March 25, 2022, deliberated and adopted the company’s proposal on using some idle raised funds for cash management, and agreed that the company (including the company’s subsidiaries, the same below) on the premise of ensuring that the construction of investment projects with raised funds and the normal operation of the company will not be affected, Use idle raised funds of no more than 1.5 billion yuan for cash management. The above cash management limit shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company. The relevant matters are explained as follows: I. Basic information of raised funds
(I) availability of raised funds
According to the reply on the approval of Huabao Flavours & Fragrances Co.Ltd(300741) initial public offering of shares (zjfz [2018] No. 261) issued by China Securities Regulatory Commission on February 2, 2018, the company issued 6159000000 RMB ordinary shares to the public in February 2018, with an issue price of 38.60 yuan per share and a total raised capital of 23773740000 yuan. After deducting the issuance fee of RMB 6553188114, the actual net amount of raised funds was RMB 231184211886 (hereinafter referred to as “raised funds”). The above funds were in place on February 26, 2018, which was verified by PwC Zhongtian Certified Public Accountants (special general partnership) and issued PwC Zhongtian Yan Zi (2018) No. 0108 capital verification report.
(II) management and deposit of raised funds
In order to regulate the management and use of the company’s raised funds and protect the rights and interests of investors, the company shall, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem According to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and the company’s management system for raised funds, the company and the subsidiaries of the main body implementing the raised funds investment project have signed the tripartite supervision agreement for raised funds or the quadripartite supervision agreement for raised funds with the sponsor Zheshang Securities Co.Ltd(601878) , and the commercial banks storing the raised funds, The company has deposited the raised funds in the special account for raised funds. At present, the company has opened a special account for raised funds as follows:
Account name Bank of deposit
Huabao Flavours & Fragrances Co.Ltd(300741) China Citic Bank Corporation Limited(601998) Shanghai Jing’an sub branch
Huabao Flavours & Fragrances Co.Ltd(300741) China China Minsheng Banking Corp.Ltd(600016) Shanghai Branch
Huabao Flavours & Fragrances Co.Ltd(300741) Ping An Bank Co.Ltd(000001) Shenzhen Xili sub branch
Jiangxi Huabao peacock Food Technology Development Co., Ltd. China Industrial And Commercial Bank Of China Limited(601398) Lhasa Economic and Technological Development Zone sub branch
Jiangxi Huabao peacock Food Technology Development Co., Ltd. Shanghai Pudong Development Bank Lhasa branch
(III) investment plan of raised funds
The investment plan of the raised funds is as follows:
Unit: 10000 yuan
Serial No. project name date when the investment amount of raised funds is expected to reach the expected usable state
1 Huabao Yingtan food flavor and food with 103459272023 years December 31st material production base project
2 Huabao Lhasa pure land health food project 4705139 December 31, 2022
3 Hua Bao peacock food flavor and food technology December 31st 15793692022 research and development projects
4 supplementary working capital 6487987 not applicable (completed)
Considering the actual situation of the company’s raised investment projects and other factors, the company decided to change the purpose of some raised funds and adjust the implementation plan of some raised investment projects, including terminating the “Huabao Lhasa pure land health food project”, which was deliberated and adopted at the 10th meeting of the second board of directors and the fifth meeting of the second board of supervisors on March 19, 2021 and the 2020 annual general meeting of shareholders held on April 9, 2021, Adjust “Huabao peacock food flavor and food technology research and development project” as ” Huabao Flavours & Fragrances Co.Ltd(300741) technology innovation center and supporting facilities project”, build a ” Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project”, and adjust “Huabao Yingtan food flavour and food ingredients production base project” investment plan, etc., for details, see the company in www.cn.info.com.cn.. Announcement of Huabao Flavours & Fragrances Co.Ltd(300741) on changing the purpose of some raised funds and adjusting the implementation scheme of some raised investment projects (Announcement No.: 2021014).
On March 25, 2022, the company held the 24th Meeting of the second board of directors and the 11th meeting of the second board of supervisors, deliberated and approved the proposal on adjusting the implementation progress of the company’s raised capital investment projects, and agreed to adjust the implementation progress of the raised capital investment projects. For details, see the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Announcement of Huabao Flavours & Fragrances Co.Ltd(300741) on adjusting the implementation progress of the company’s investment projects with raised funds issued.
The investment plan of raised funds after adjustment and change is as follows:
Serial No. project name date when the investment amount of raised funds is expected to reach the expected usable state
1 Huabao Yingtan food flavor and food with 103459272025 years December 31st material production base project
2 Huabao Flavours & Fragrances Co.Ltd(300741) science and technology innovation center and supporting facilities 4499742 December 31, 2025
3 Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project Shanghai Pudong Development Bank Co.Ltd(600000) December 31, 2024
(IV) use of raised funds
As of December 31, 2021, the total amount of raised funds used by the company is RMB 83158645094, and the balance of raised funds not used is RMB 168544280633 (including the accumulated bank interest received and the income received for cash management). See the company’s cninfo.com for details（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021
2、 Basic information of the proposed use of idle raised funds for cash management
In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies, and in combination with the actual operation of the company, after careful study, On the premise of ensuring that the construction of investment projects with raised funds and the normal operation of the company are not affected, the company plans to use idle raised funds of no more than 1.5 billion yuan for cash management at an appropriate time.
(I) investment purpose
In order to improve the use efficiency of the raised funds, on the premise of not affecting the construction of the investment projects of the raised funds and the normal production and operation of the company, the rational use of some temporarily idle raised funds for cash management can increase the capital income and create greater value for the company and shareholders.
(II) types and duration of investment products
The company will strictly control risks in accordance with relevant regulations, purchase cash management products (including but not limited to structured deposits) with high safety, good liquidity and investment period of no more than 12 months, and shall not be used for venture capital such as stock and its derivatives investment, fund investment and futures investment, and investment products shall not be pledged.
(III) investment quota
The company uses idle raised funds of no more than 1.5 billion yuan for cash management. Within the above limit, the funds can be used on a rolling basis.
(IV) implementation mode
Within the above limit, authorize the chairman or his designated person to exercise the decision-making power and sign relevant legal documents.
(V) validity of the resolution
The resolution of using idle raised funds for cash management shall be valid within 12 months from the date of deliberation and adoption by the general meeting of shareholders of the company.
(VI) information disclosure
The company will timely fulfill the disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc.
3、 Investment risk and risk control measures
(I) investment risk
1. The products invested by the company belong to investment varieties with high safety and good liquidity, but the financial market is greatly affected by the macro-economy, so it is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable.
(II) risk control measures
1. The company will conduct strict screening and risk assessment on investment products, select investment products with high safety, good liquidity and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
2. The financial department of the company shall timely analyze and track the investment direction and progress of cash management products. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, it will take corresponding measures in time to control the investment risk. 3. The board of directors has the right to inspect and supervise the use of funds by independent audit institutions when necessary.
4. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds of investment products.
5. The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact on the company
The company adheres to the principle of standardized operation and prudent investment. On the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company, the use of idle raised funds for cash management will not affect the construction of investment projects with raised funds and the normal development of the company’s main business, and there is no behavior of changing the purpose of raised funds in disguise. At the same time, it can improve the efficiency of fund use and increase the income level of the company, Obtain better return on investment for shareholders. 5、 Special opinions
The proposal of the company to use some idle raised funds for cash management has been deliberated and adopted at the 24th Meeting of the second board of directors and the 11th meeting of the second board of supervisors held on March 25, 2022. The independent directors, the board of supervisors and the recommendation institution expressed their opinions on this matter.
(I) opinions of the board of directors
The board of directors agrees that the company (including the company’s subsidiaries) shall use the idle raised funds of no more than RMB 1.5 billion for cash management on the premise of ensuring the construction and normal operation of the investment projects with raised funds. Within the above limit, the funds can be used on a rolling basis. Within the scope of investment quota, authorize the chairman or his designated personnel to exercise the investment decision-making power and sign relevant legal documents. The validity period of the resolution shall be 12 months from the date of deliberation and adoption by the general meeting of shareholders.
(II) opinions of independent directors
Independent directors believe that the use of idle raised funds of no more than RMB 1.5 billion for cash management this time is conducive to further improve the use efficiency of the company’s funds. The contents of the proposal and decision-making procedures comply with the provisions of relevant laws and regulations. There is no behavior of changing the use of raised funds in a disguised manner, affecting the construction and normal operation of investment projects with raised funds, and there is no situation damaging the interests of the company and minority shareholders. Therefore, we agree to use the idle raised funds for cash management, and agree to submit the proposal to the general meeting of shareholders for deliberation.
(III) opinions of the board of supervisors
The board of supervisors agrees that the company (including the company’s subsidiaries) shall use idle raised funds of no more than RMB 1.5 billion for cash management on the premise of ensuring the construction and normal operation of the investment projects with raised funds. Within the above limit, the funds can be used on a rolling basis. The use of idle funds does not comply with the laws and regulations of the company, which is not conducive to the further improvement of the use efficiency of the raised funds and the relevant laws and regulations of the company.
(IV) verification opinions of the recommendation institution
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