Zheshang Securities Co.Ltd(601878)
About Huabao Flavours & Fragrances Co.Ltd(300741)
Recommendation summary report of initial public offering and listing
Name of recommendation institution: Zheshang Securities Co.Ltd(601878) reporting time: March 2022
Sponsor representatives: Wang Jianhua, Hong Tao sponsor No.: z39833000
1、 Commitment of recommendation institution and recommendation representative
1. The contents of the recommendation summary report, supporting documents and relevant materials are free from false records, misleading statements or major omissions, and the recommendation institution and the recommendation representative shall bear legal responsibility for their authenticity, accuracy and completeness;
2. The institution and myself voluntarily accept any inquiry and investigation conducted by the CSRC on matters related to the recommendation summary report;
3. The institution and I voluntarily accept the regulatory measures taken by the CSRC in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business. 2、 Basic information of the issuer
Name of listed company Huabao Flavours & Fragrances Co.Ltd(300741)
Stock abbreviation Huabao Flavours & Fragrances Co.Ltd(300741)
Stock Code: Huabao Flavours & Fragrances Co.Ltd(300741)
Registered capital: 61588000000 yuan
Registered address: 6 / F, Gesang road investment building, Lhasa Economic and Technological Development Zone, Tibet Autonomous Region
Legal representative: Xia Liqun
Contact: Hou Xiaoqin
Tel: 02167083333
The type of securities issuance is the initial public offering of 61.59 million RMB ordinary shares
The securities were listed on March 1, 2018
The listing place of the securities is Shenzhen Stock Exchange
The main business is mainly engaged in R & D, production and sales of flavor and food ingredients.
3、 Overview of stock issuance
With the approval of the reply on the approval of Huabao Flavours & Fragrances Co.Ltd(300741) initial public offering of shares (zjxk [2018] No. 261) issued by the China Securities Regulatory Commission, Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as " Huabao Flavours & Fragrances Co.Ltd(300741) " and "the company") was approved to publicly issue 61.59 million RMB common shares (A shares) to the public at an issue price of 38.60 yuan per share, raising a total of 2377374000 yuan. After deducting the issuance expenses, The net amount of funds actually raised was 2311842100 yuan. All the above raised funds were in place. PwC Zhongtian Certified Public Accountants (special general partnership) verified the availability of funds for this issuance on February 27, 2018 and issued PwC Zhongtian Yan Zi (2018) No. 0108 capital verification report. The company has carried out special account storage management for the raised funds. After the raised funds are received, they have been deposited in the special account for raised funds, and signed the supervision agreement for raised funds with the sponsor and the commercial bank storing the raised funds Zheshang Securities Co.Ltd(601878) (hereinafter referred to as " Zheshang Securities Co.Ltd(601878) " and "sponsor") as the sponsor of Huabao Flavours & Fragrances Co.Ltd(300741) listing, is responsible for the continuous supervision of Huabao Flavours & Fragrances Co.Ltd(300741) IPO. The continuous supervision period of IPO is from March 1, 2018 to December 31, 2021.
4、 Overview of sponsor work
The main recommendation work of the recommendation institution and the recommendation representative for Huabao Flavours & Fragrances Co.Ltd(300741) is as follows:
1. Conduct due diligence on the company and its major shareholders, organize the preparation of application documents and issue recommendation documents in accordance with laws, administrative regulations and the provisions of the CSRC; After submitting the recommendation documents, actively cooperate with the CSRC for examination, organize the company and other intermediaries to reply to the opinions of the CSRC, conduct due diligence or verification on specific matters related to this securities issuance and listing in accordance with the requirements of the CSRC, and conduct professional communication with the CSRC; Submit the relevant documents required for recommending the listing of shares to Shenzhen Stock Exchange in accordance with the Listing Rules of Shenzhen Stock Exchange, and report to China Securities Regulatory Commission for the record;
2. Supervise the company to improve its corporate governance structure and effectively implement and improve the system to prevent controlling shareholders, actual controllers and other related parties from illegally occupying the company's resources; Effectively implement and improve the internal control system to prevent directors, supervisors and senior managers from damaging the interests of the company by taking advantage of their positions;
The company operates and manages related party transactions in strict accordance with relevant laws and regulations and the company's related party transaction management system, and implements the internal approval procedures, information disclosure system and pricing mechanism of related party transactions; 4. Continue to pay attention to the special account storage of the company's raised funds, the implementation of investment projects and other commitments, and express verification opinions on the use of raised funds to replace the self raised funds invested in the raised investment projects in advance and the self owned funds that have paid the issuance expenses, the extension of some raised investment projects, the change of the purpose of some raised funds, the adjustment of the implementation scheme of some raised investment projects, the use of idle raised funds for cash management and other matters;
5, pay close attention to the company's business environment, business status and financial status, including the industry's development prospects, changes in the national industrial policies, changes in main business and business models, the advanced and mature core technologies, the rationality of capital structure and the stability of business performance.
6. Regularly conduct on-site inspection on the company and issue on-site inspection report, inform the company of on-site inspection results and matters to be noticed by the company in writing, and put forward rectification suggestions for existing problems;
7. Pay close attention to and supervise the company and its shareholders to fulfill relevant commitments;
8. Attend the board of directors and general meeting of shareholders of the company as nonvoting delegates; Carefully review the company's information disclosure documents and relevant documents; 9. Conduct continuous supervision training for directors, supervisors, senior managers and relevant personnel of controlling shareholders of the company;
10. Regularly report relevant reports on continuous supervision to the regulatory authority. 5、 Major events and handling during the performance of recommendation duties (I) capital increase of wholly-owned subsidiaries with raised funds
The company held the 17th meeting of the first board of directors and the 9th meeting of the first board of supervisors on June 5, 2018. The meeting deliberated and adopted the proposal on capital increase of Jiangxi Huabao peacock Food Technology Development Co., Ltd. with raised funds On the motion of raising funds for Lhasa Huabao Food Co., Ltd. and raising funds for the use of raised funds and its own funds to Shanghai Huabao peacock flavor Co., Ltd., the company has agreed to raise funds by the company to use the "Yingtan food flavor and food ingredients production base project" to increase the capital of Jiangxi peacock by RMB 200 million yuan. Using the "Huabao Lhasa pure land health food project" to raise funds for Lhasa Huabao to increase RMB 150 million yuan, we will use the "Huabao peacock food flavor and food technology research and development project" to raise RMB 157 million 936 thousand and 900 yuan and its own capital RMB 2 million 63 thousand and 100 yuan to increase the investment of the Warburg peacock. The board of directors will consider the implementation of the remaining fund raising according to the progress of the implementation of the project.
The independent directors of the company carefully reviewed the above matters and gave clear consent.
The recommendation institution has carefully verified the above matters of using the raised funds to increase the capital of the wholly-owned subsidiary and implement the raised investment projects, and issued special verification opinions. (II) replacement of raised funds
On August 24, 2018, the company held the 18th meeting of the first board of directors and the 10th meeting of the first board of supervisors. The meeting deliberated and approved the proposal on replacing self raised funds and self owned funds paid for issuance expenses with raised funds, and agreed to use the raised funds of 727605 million yuan to replace self raised funds and self owned funds paid for issuance expenses. The independent directors of the company carefully reviewed the above proposals and gave clear consent.
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) conducted a special audit on the company's use of raised funds to replace self raised funds in advance, and issued PwC Zhongtian special audit Zi (2018) No. 2450 report and assurance report on self raised funds invested in projects in advance. After audit, it is considered that, Huabao Flavours & Fragrances Co.Ltd(300741) the report on investment projects invested with raised funds in advance with self raised funds has been prepared according to the preparation basis described in part II of the report on investment projects invested with raised funds in advance with self raised funds, which truthfully reflects the situation of Huabao Flavours & Fragrances Co.Ltd(300741) investment projects invested with raised funds in advance with self raised funds as of June 30, 2018 in all major aspects.
The recommendation institution has carefully verified the above-mentioned replacement of raised funds and issued special verification opinions. (III) postponement of some raised investment projects
The company held the twenty-fifth meeting of the first board of directors and the sixteenth meeting of the first board of supervisors on 24 February 2020. The meeting passed the motion on the postponed investment project of some fund-raising funds, and the production base of Yingtan food flavor and food ingredients reached the scheduled date of use from March 1, 2021 to December 31, 2023. Warburg Lhasa pure land health food project reached a scheduled date of use from March 1, 2020 to December 31, 2022. Hua Bao peacock food flavor and food technology research and development project reached a predetermined date of use date from August 1, 2020 to December 31, 2022. The independent directors of the company expressed explicit consent to the matter.
The recommendation institution has carefully verified the above-mentioned extension of the raised investment project and issued special verification opinions. (IV) change the purpose of some raised funds and adjust the implementation plan of some raised investment projects
The company held the 10th meeting of the second board of directors and the 5th and 6th meetings of the second board of supervisors on March 19, 2021. The meeting deliberated and approved the proposal on changing the purpose of some raised funds and adjusting the implementation plan of some raised investment projects, and agreed to terminate the "Huabao Lhasa clean soil health food project", To adjust the "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", the new " Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project" will be set up to adjust the investment plan of "Huabao Yingtan food flavor and food ingredients production base project". The independent directors of the company expressed explicit consent to the matter.
The recommendation institution has carefully verified the above changes in the purpose of some raised funds and the adjustment of the implementation plan of some raised investment projects, and issued special verification opinions.
On April 9, 2021, the general meeting of shareholders of the company deliberated and approved the proposal on changing the purpose of some raised funds and adjusting the implementation plan of some raised investment projects.
(V) use idle raised funds for cash management
1. On April 24, 2018, the company held the 15th meeting of the first board of directors and the 8th meeting of the first board of supervisors, deliberated and adopted the proposal on cash management with idle raised funds and self owned funds, and agreed that the company, on the premise of ensuring the construction and normal operation of investment projects with raised funds, Use idle raised funds of no more than 1.8 billion yuan and idle self owned funds of 1 billion yuan for cash management, and the cumulative amount shall not exceed 1.8 billion yuan and 1 billion yuan respectively. The independent directors of the company expressed explicit consent to the matter.
2. On March 12, 2019, the company held the 21st Meeting of the first board of directors and the 12th meeting of the first board of supervisors, deliberated and approved the proposal on depositing part of the raised funds in the form of time deposit, agreement deposit and notice deposit, and agreed that the company would transfer the idle raised funds of no more than RMB 1.6 billion into time deposit without affecting the normal construction of the investment projects with raised funds Agreed deposit or call deposit (which can be renewed after maturity) shall be deposited in the Bank of the special account for raised funds; The proposal on using some idle raised funds and self owned funds to purchase financial products was deliberated and adopted, and it was agreed that the company would use idle raised funds with an accumulated amount of no more than 1.5 billion yuan and self owned funds with an accumulated amount of no more than 2 billion yuan to purchase financial products on the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company. The independent directors of the company expressed explicit consent to the above matters.
3. The company held the 26th meeting of the first board of directors and the 17th meeting of the first board of supervisors on March 27, 2020, deliberated and approved the proposal on depositing part of the raised funds in the form of time deposit, and agreed that the company would transfer the idle raised funds of no more than RMB 1.6 billion into time deposit (which can be renewed after maturity) without affecting the normal construction of the investment projects with raised funds, The bank deposited in the special account for raised funds; The proposal on using some idle raised funds and self owned funds to purchase financial products was deliberated and adopted, and it was agreed that the company would use idle raised funds with an accumulated amount of no more than 1.5 billion yuan and self owned funds with an accumulated amount of no more than 2 billion yuan to purchase financial products on the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company. The independent directors of the company expressed explicit consent to the above matters. 4. On March 19, 2021, the company held the 10th meeting of the second board of directors and the 5th meeting of the second board of supervisors, deliberated and adopted the proposal on depositing part of the raised funds in the form of time deposit, and agreed that the company would transfer the idle raised funds of no more than RMB 1.5 billion into time deposit (renewable after maturity) without affecting the normal construction of the investment projects with raised funds, The bank deposited in the special account for raised funds; The proposal on using some idle raised funds and self owned funds to purchase financial products was deliberated and adopted, and it was agreed that the company could use idle raised funds of no more than 1 billion yuan and self owned funds of no more than 2 billion yuan to purchase financial products on the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company. Within the above limit, the funds can be used in a rolling manner. The independent directors of the company expressed explicit consent to the above matters. 5. On August 20, 2021, the company held the 16th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, deliberated and approved the proposal on increasing the amount of cash management with idle raised funds, and agreed that the company, on the premise of ensuring the construction of investment projects with raised funds and the normal operation of the company, on the basis of the original approved amount of no more than 1 billion yuan, Increase the idle raised funds of no more than 500 million yuan
