Zheshang Securities Co.Ltd(601878)
About Huabao Flavours & Fragrances Co.Ltd(300741)
Verification opinions on adjusting the implementation progress of projects invested with raised funds
Zheshang Securities Co.Ltd(601878) (hereinafter referred to as " Zheshang Securities Co.Ltd(601878) " or "sponsor") as a sponsor of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as " Huabao Flavours & Fragrances Co.Ltd(300741) " or "company") for initial public offering of shares and listing on GEM, in accordance with the measures for the Administration of securities issuance and listing sponsor business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - sponsor business The regulatory guidelines for 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions have carefully verified the implementation progress of the company's adjustment of the investment projects with raised funds, and issued the following verification opinions:
1、 Basic information 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.
The specific investment projects of the above raised funds are as follows:
Unit: 10000 yuan
No. total investment project name
1 Huabao Yingtan food flavor and food ingredients 1116239810345927 production base project
2 Huabao Lhasa pure land health food project 50764554705139
3 Hua Bao peacock food flavor and food technology 17040081579369
No. project name total investment total amount of funds to be raised
R & D projects
4. Supplementary working capital 70 Shenzhen Zhenye(Group)Co.Ltd(000006) 487987
Total 2494286123118421
2、 Previous adjustments and changes of investment projects with raised funds
In February 24, 2020, the company held the twenty-fifth meeting of the first board of directors and the sixteenth meeting of the first board of supervisors, and passed the motion on the postponed investment project of some fund-raising funds. The company decided to postpone the "Warburg Yingtan food flavor and food ingredients production base project", "Huabao Lhasa pure land health food project" and "Hua Bao peacock food flavor and food technology research and development project". The independent directors of the company expressed explicit consent to the matter, and the recommendation agency issued verification opinions. For details, please refer to the company's website at www.cn.info.com.cn Announcement of Huabao Flavours & Fragrances Co.Ltd(300741) on the extension of some investment projects with raised funds (Announcement No.: 2020004).
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, and held the 2020 annual general meeting of shareholders on April 9, 2021. The proposal on changing the purpose of some raised funds and adjusting the implementation plan of some raised investment projects was reviewed and approved, and it was agreed to change the purpose of some raised funds and adjust the implementation plan of some raised investment projects. It includes: terminating the "Huabao Lhasa pure land healthy food project", adjusting the "Huabao peacock food flavor and food technology research and development project" as the " Huabao Flavours & Fragrances Co.Ltd(300741) technology innovation center and supporting facilities project", the new " Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project", and adjusting the "Hua Baoying Tan food flavor and food ingredients production base project" investment plan and so on. The independent directors of the company expressed explicit consent to the matter, and the recommendation agency issued verification opinions. For details, please refer to the company's website at 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).
3、 Implementation schedule of the project invested by raised funds before this adjustment
Unit: 10000 yuan
The name of the project is proposed to be put into raising. The original plan reaches the expected annual investment plan
No. total fund usage status date
Warburg Yingtan food for the first year (2021): 11500001 flavors and 103459272025 years December 31st second years (2022): 4400 food ingredients third years (2023): 20000
The name of the project is proposed to be put into raising. The original plan reaches the expected annual investment plan
No. total fund usage status date
Production base project fourth year (2024): 3000000 fifth year (2025): 2746932
Huabao Co., Ltd
2 technological innovation center 4499742 the first year of December 31, 2022 (2021): 1000000 and supporting facilities the second year (2022): 3499742 project
Number of Huabao shares in the first year (2021): 170000 3-character transformation item Shanghai Pudong Development Bank Co.Ltd(600000) the second year (2022) on December 31, 2023: 200000 the third year (2023): 230000
4、 The implementation progress and adjustment reasons of the investment project with raised funds after this adjustment
1. Implementation progress after this adjustment:
Unit: 10000 yuan
The sequence plan items reach the preset after pre adjustment
No. project name fixed availability status date available status date annual investment plan
stage
First year (2021): 573248 Huabao Yingtan food (completed)
1 products with essence and December 2025 December 31202531 second years (2022): 1016751 food ingredients birthday third years (2023 years): 20000 production base project fourth years (2024 year): 30000 year (year of the year): 30000
First year (2021): 168.29 (completed by Huabao Co., Ltd.)
2 Technology Innovation Center December 31, 2022 December 31, 2025 second year (2022): Shanghai Pudong Development Bank Co.Ltd(600000) and supporting facilities Day third year (2023): 1800000 project fourth year (2024): 900000 fifth year (2025): 1182913
First year (2021): 353.42 (completed by December 31, 2023 and December 31, 2024)
The second year (2022) of 3-character transformation project: 200000; the third year (2023): 120000; the fourth year (2024): 244658
2. Reasons for this adjustment
The construction progress of Warburg Yingtan food flavor and food ingredients production base (hereinafter referred to as the "Yingtan project") is slower than expected. The main reasons include: 1. Epidemic prevention and control is strict, and the time for entry of the project builders is short. ② And negotiate with the project contractor to update the project cost.
By the end of 2021, the company has completed the construction of phase I of Yingtan project, and the later construction of the main body of phase II of the project and the construction of relevant supporting facilities are still advancing. Combined with the actual implementation progress of Yingtan project, the company decided to adjust the planned investment amount of the project in 2022 accordingly.
The nature of land required for Huabao Flavours & Fragrances Co.Ltd(300741) science and technology innovation center and supporting facilities project (hereinafter referred to as "science and technology innovation center project") shall be changed from industrial land to R & D land. In this process, the approval of land nature change, filing and environmental assessment shall be obtained from relevant government departments. The approval process takes far more time than originally expected. By the end of 2021, the land property change and filing of the project are still in progress. According to the actual progress of the land property change of the project and the comprehensive evaluation of the company, it is proposed to adjust the time for reaching the scheduled usable state of the science and Innovation Center project from December 31, 2022 to December 31, 2025.
Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project (hereinafter referred to as "digital transformation project") is to build an integrated service platform through digital transformation, which includes three parts: application front desk, capability middle desk and basic background, so as to realize enterprise digital transformation and improve operation efficiency. The project itself is complex and needs to develop a large number of software system modules with a long cycle. In addition, the company has a large number of subsidiaries, and the subsidiaries obtained through merger and acquisition need to be included in the management system. The business scope and production process of each subsidiary are diverse. In order to ensure the implementation quality of the project and consider the impact of the epidemic, the company plans to adjust the date of reaching the scheduled usable state of the digital transformation project from December 31, 2023 to December 31, 2024.
