Zheshang Securities Co.Ltd(601878)
About Huabao Flavours & Fragrances Co.Ltd(300741)
Verification opinions on using some idle raised funds for cash management
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 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 cash management of some idle raised funds by the company, and issued the following verification opinions:
1、 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.
2、 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
3、 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 Warburg Yingtan food flavor and food for 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 15793692022 December 31st
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 issued.
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 changed and adjusted investment plan of raised funds is as follows:
No. project name: the investment amount of raised funds is expected to be available for use
Status date
1 Warburg Yingtan food flavor and food for 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
Facility project
3 Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project Shanghai Pudong Development Bank Co.Ltd(600000) December 31, 2024
4、 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 unused raised funds 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.
5、 Basic information of cash management by using some idle raised funds this time
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, the chairman is authorized 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.
6、 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.
7、 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. 8、 Relevant approval procedures
The 24th Meeting of the second board of directors and the 11th meeting of the second board of supervisors respectively deliberated and adopted the proposal on using part of the idle raised funds for cash management, and the independent directors of the company expressed explicit consent to the proposal on using part of the idle raised funds for cash management. The proposal on using some idle raised funds and self owned funds to purchase financial products needs to be submitted to the general meeting of shareholders of the company for deliberation.
9、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Huabao Flavours & Fragrances Co.Ltd(300741) the proposed use of idle raised funds for cash management has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have also issued explicit consent opinions, which is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange The necessary approval procedures have been fulfilled in accordance with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
The company plans to use idle raised funds for cash management this time, which will not affect the normal progress of the investment projects of raised funds, and there is no situation of changing the investment projects of raised funds in disguise and damaging the interests of shareholders.
On the premise of ensuring that the construction and normal operation of the investment projects with raised funds are not affected, the company uses the idle raised funds for cash management, which is conducive to further improving the efficiency of the company’s use of funds and in line with the interests of the company and all shareholders.
Zheshang Securities Co.Ltd(601878) has no objection to Huabao Flavours & Fragrances Co.Ltd(300741) using idle raised funds for cash management this time.
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(there is no text on this page, which is the signature page of Zheshang Securities Co.Ltd(601878) opinions on Huabao Flavours & Fragrances Co.Ltd(300741) using some idle raised funds for cash management) sponsor representative:
Wang Jianhua and Hong Tao
Zheshang Securities Co.Ltd(601878)
