Zheshang Securities Co.Ltd(601878)
About Huabao Flavours & Fragrances Co.Ltd(300741)
Special verification report on the deposit and use of raised funds in 2021
The “Shenzhen Stock Exchange” or the “Shenzhen Stock Exchange” shall be referred to as the sponsor of the initial public offering of listed companies 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 other relevant provisions have carefully verified the deposit and use of raised funds of the company in 2021. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of 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) use and balance of raised funds
As of December 31, 2021, the company has used the raised funds of RMB 6254407741 in this year, and the cumulative total amount of raised funds is RMB 83158645094; In this year, the bank interest received from the special account for the deposit of idle raised funds and the income obtained for cash management amounted to RMB 6571172708, and the accumulated bank interest received from the special account for the deposit of idle raised funds and the income received for cash management amounted to RMB 20518713841. Plus the bank interest received and the income received for cash management, in 2021
As of December 31, the balance of unused raised funds was 168544280633 yuan, of which the balance of unused raised funds deposited in the special account for the deposit of raised funds was 65044280633 yuan, and the balance used for the cash management of idle raised funds was 103500000000 yuan.
2、 Deposit and management of raised funds
(I) storage of raised funds in special account
As of December 31, 2021, the details of the balance of the special account for the deposit of unused raised funds and the balance used for the cash management of idle raised funds are as follows:
Unit: RMB
Deposit method account name special account for raised funds account balance remarks opening bank
Warburg flavor China Citic Bank Corporation Limited(601998) shares 811020101210
Copy Co., Ltd. Shanghai 083843928180599198 current Jing’an sub branch
China China Minsheng Banking Corp.Ltd(600016)
Huabao flavor shares Limited by Share Ltd 63299301135508534514 demand limited Shanghai branch business
Department
Warburg flavor Ping An Bank Co.Ltd(000001) shares 150660 Huabao Flavours & Fragrances Co.Ltd(300741)
Demand share Co., Ltd. Shenzhen 99704077661 demand deposit Xili sub branch
Jiangxi Huabao China Industrial And Commercial Bank Of China Limited(601398)
Peacock Food Co., Ltd. 0158 Guangdong Provincial Expressway Development Co.Ltd(000429) 1033613.28 current science and technology development has Lhasa economy and technology Zhejiang Dayang Biotech Group Co.Ltd(003017) 3
Limited company development zone sub branch
Jiangxi Huabao Shanghai Pudong Development Co., Ltd
Peacock Food Bank Co., Ltd. 320100788019647707932 current technology development company Lhasa branch Shenzhen Guohua Network Security Technology Co.Ltd(000004) 05
Limited company
Subtotal of current deposit balance 65044280633
Warburg flavor group Industrial Bank Co.Ltd(601166) shares 216250100200 structured deposit Co., Ltd. Shanghai 202720400000000
Jing’an sub branch
Cash Huabao flavor shares Industrial Bank Co.Ltd(601166) shares 216250100200 structural Inventory Management Co., Ltd. Shanghai 203642140000000
Jing’an sub branch
Huabao flavor shares Hang Seng Bank (China structured deposit Co., Ltd.) 511405584904450000000
Shanghai Branch
Jiangxi Huabao
Shanghai kongquesako Development Bank Co., Ltd
company
Subtotal of cash management balance 103500000000
The total balance of raised funds is 168544280633
(II) management of raised funds
In order to standardize the management and use of raised funds, the company has formulated Huabao Flavours & Fragrances Co.Ltd(300741) raised funds management system according to the actual situation.
According to the system, the company implements a special account for the raised funds. On March 22, 2018, the company signed the tripartite supervision agreement on raised funds with the sponsor Zheshang Securities Co.Ltd(601878) and China Citic Bank Corporation Limited(601998) Shanghai Jing’an sub branch respectively. At the same time, in March 22, 2018, the company also carried out the main investment projects respectively: Lhasa Huabao Food Co., Ltd., Jiangxi Huabao peacock food science and Technology Development Co., Ltd., Shanghai Huabao peacock flavor Co., Ltd., sponsor Zheshang Securities Co.Ltd(601878) , raising funds for depositing bank Bank Of China Limited(601988) Lhasa duo road sub branch, Industrial And Commercial Bank Of China Limited(601398) Lhasa economic and Technological Development Zone sub branch, Shanghai Pudong Development Bank Co.Ltd(600000) Lhasa branch, China Minsheng Banking Corp.Ltd(600016) Shanghai Branch signed the four party supervision agreement on raised funds.
On June 2, 2021, in order to cooperate with the implementation of ” Huabao Flavours & Fragrances Co.Ltd(300741) science and technology innovation center and supporting facilities project” and ” Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project”, the company and Zheshang Securities Co.Ltd(601878) signed the tripartite supervision agreement on raised funds with China Minsheng Banking Corp.Ltd(600016) Shanghai branch and Ping An Bank Co.Ltd(000001) Shenzhen branch respectively, and established a special account for raised funds.
There is no significant difference between the above agreement and the tripartite supervision agreement on the storage of raised funds in the special account (model), and the company has strictly followed and performed the raised funds.
As of June 23, 2021, the original “Huabao Lhasa pure land health food project” corresponding to the Lhasa Huabao Food Co., Ltd. raised funds account, the original “Huabao peacock food flavor and food technology research and development project” corresponding to the Shanghai Huabao peacock flavor Co., Ltd. raised funds specialized households have completed the cancellation procedures, the original project corresponding fund raising supervision agreement terminated accordingly.
On August 2 and October 9, 2021, the company opened special settlement accounts for cash management of raised funds in Industrial Bank Co.Ltd(601166) Shanghai Jing’an sub branch, Ping An Bank Co.Ltd(000001) Shenzhen Xili sub branch and Shanghai Branch of Hang Seng Bank (China) Co., Ltd. respectively. The above accounts will be used exclusively for the settlement of idle raised funds for cash management and will not be used for the deposit of non raised funds or for other purposes.
When using the raised funds, the company has gone through the application and approval procedures in accordance with the relevant provisions of Huabao Flavours & Fragrances Co.Ltd(300741) raised funds management system.
3、 Actual use of raised funds this year
1. In this year, the actual use of the company’s raised funds is detailed in “Schedule 1: comparison table of the use of raised funds”.
2. Cash management of idle raised funds and investment in related products:
In order to further improve the use efficiency of the company’s idle raised funds and enhance the ability of the raised funds to obtain income, according to the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant systems and norms of the CSRC, the company held the 10th meeting of the second board of directors and the 5th meeting of the second board of supervisors on March 19, 2021, The proposal on depositing part of the raised funds in the form of time deposit and the proposal on using part of the idle raised funds and self owned funds to purchase financial products were reviewed and adopted.
According to the proposal on depositing part of the raised funds in the form of time deposit, the company (including its subsidiaries, the same below) can convert the idle raised funds of no more than RMB 1.5 billion into time deposit for a period of no more than one year on the premise of ensuring that the normal construction of the investment projects with raised funds will not be affected. According to the proposal on using some idle raised funds and self owned funds to buy financial products, the company can use idle raised funds of no more than 1 billion yuan and idle self owned funds of no more than 2 billion yuan to buy financial products with high safety and good liquidity 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. The above amount of purchasing financial products shall be valid within 12 months from the date of deliberation and approval by the board of directors of the company.
In line with the principle of maximizing the interests of shareholders and in order to improve the efficiency of the use of raised funds, the company held the 16th meeting of the second board of directors, the 7th Meeting of the second board of supervisors, the 18th meeting of the second board of directors and the 8th meeting of the second board of supervisors on August 20, 2021 and September 29, 2021 respectively, and deliberated and adopted the proposal on increasing the amount of cash management using idle raised funds, It is agreed to increase the idle raised funds of no more than 500 million yuan and no more than 200 million yuan respectively for cash management on the basis of the original approved amount of no more than 1 billion yuan, that is, use the idle raised funds of no more than 1.7 billion yuan for cash management. The increased cash management amount shall be effective within 12 months from the date of deliberation and approval by the board of directors of the company. As of December 31, 2021, the outstanding balance for cash management of idle raised funds is
It is RMB 1.035 billion, all of which are structural deposits. The actual income of the company from the cash management of idle raised funds and the use of idle raised funds for cash management in this year are as follows:
Unit: RMB
Whether it is due or not (as of the beginning and ending time of cash management product name, type and amount to December 31, 2021)
Bank Of China Limited(601988) Lhasa duodi road sub branch structural deposit 100,00
