Zhongtian Guofu Securities Co., Ltd
About Joyvio Food Co.Ltd(300268)
Special verification report on the deposit and use of raised funds in 2021
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu”) is the continuous supervision organization of Joyvio Food Co.Ltd(300268) (hereinafter referred to as ” Joyvio Food Co.Ltd(300268) “, “listed company” and “company”) in issuing shares to specific objects in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation 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 and the guidelines for the self discipline supervision of listed companies of Shenzhen stock exchange No. 13 – recommendation business, the deposit and use of raised funds in 3 Longzhou Group Co.Ltd(002682) 021 were carefully verified, The details are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
According to the letter on the implementation of the opinions of the audit center on the application of jiawo Agricultural Development Co., Ltd. for issuing shares to specific objects (audit letter [2020] No. 020167) issued by the listing audit center of Shenzhen Stock Exchange and the reply on Approving the registration of jiawo Agricultural Development Co., Ltd. for issuing shares to specific objects (CSRC license [2020] No. 2445) issued by China Securities Regulatory Commission, In 2020, 40200000 RMB ordinary shares (A shares) were issued to the specific object jiawo Group Co., Ltd., with the issue price of 10.35 yuan / share, and the total amount of funds raised was 41607000000 yuan. After deducting the relevant issuance expenses, the net amount of funds raised was 39993215183 yuan.
The above raised funds were in place on October 22, 2020 and verified by ShineWing Certified Public Accountants (special general partnership) xyzh / 2020bjaa11009 capital verification report. The company has adopted a special account storage system for the raised funds.
From October 23, 2020 to April 9, 2021, the interest of the above-mentioned raised funds is 341725 yuan. The interest of demand deposit will be paid on December 21, 2020 and 2021, respectively
(II) use and balance of raised funds
As of December 31, 2021, the listed company has accumulated 39993556908 yuan of raised funds (including 341725 yuan of current deposit interest), all of which are used to supplement working capital. On April 26, 2021, the special account for the raised funds of the listed company has been cancelled, and the relevant announcement was issued on April 30, 2021. 2、 Deposit and management of raised funds
In order to standardize the management and use of the raised funds, improve the efficiency and effect of the use of the raised funds, prevent the risk of the use of funds, ensure the safety of the use of funds, and protect the interests of investors, in accordance with the relevant provisions of the securities law of the people’s Republic of China, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions, and in combination with the actual situation of the company, The company has formulated the management system of raised funds, and the company implements special account storage for the raised funds. On October 28, 2020, the company announced the announcement on signing the supervision agreement on raised funds. The company signed the supervision agreement on raised funds with China Everbright Bank Company Limited Co.Ltd(601818) Beijing Branch and Huatai United Securities Co., Ltd., clarifying the rights and obligations of all parties. There is no significant difference between the raised funds supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange, and there is no problem in its performance.
3、 Actual use of raised funds
The actual use of the raised funds is detailed in the annex comparison table of the use of raised funds.
4、 Change the use of funds of raised investment projects
As of December 31, 2021, listed companies have not changed the investment projects raised by issuing shares to specific objects in 2020.
5、 Problems in the use and disclosure of raised funds
In 2021, listed companies used the raised funds in strict accordance with the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the company’s management system for raised funds, and timely, true, accurate Carry out relevant information disclosure completely, and there is no illegal use of the raised funds.
6、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
The CPA firm issued the special report on the deposit and use of the raised funds of the year (jaa18 / 20221) and the special report on the use of the raised funds of the year. According to the report, Joyvio Food Co.Ltd(300268) the above special report on the annual storage and use of raised funds has been prepared in accordance with the relevant provisions of Shenzhen Stock Exchange, which truthfully reflects the actual storage and use of raised funds in Joyvio Food Co.Ltd(300268) 2021 in all major aspects.
7、 Verification of Zhongtian Guofu
Zhongtian Guofu checked the deposit and use of Joyvio Food Co.Ltd(300268) raised funds and the implementation of investment projects with raised funds through reviewing relevant materials and special communication with relevant personnel. The main verification contents include: consulting the bank statements of the company’s raised funds, the original vouchers for the use of raised funds, relevant reports of intermediaries, relevant announcements and supporting documents on the use of raised funds, etc.
8、 Verification opinions of Zhongtian Guofu
Upon verification, Zhongtian Guofu believes that:
In 2021, Joyvio Food Co.Ltd(300268) raised funds were deposited and actually used in accordance with the provisions of laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines, listed companies regulatory guidelines No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the raised funds were stored and used in a special account, And timely fulfilled the relevant information disclosure obligations, and there was no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there was no case that the use of the raised funds violated relevant laws and regulations. As of April 26, 2021, the raised funds of the listed company had been used up and the special account for the raised funds had been cancelled.
(no text below)
enclosure:
Comparison table of use of raised funds
Prepared by: 3 Longzhou Group Co.Ltd(002682) 021 unit: 10000 yuan
Total amount of raised funds invested and raised during the reporting period
3999322 total funds 0.34
Total amount of raised funds with changed purposes in the reporting period – accumulated invested raised funds
The total amount of raised funds with changed purposes – the total amount of funds is 3999356
Proportion of total raised funds with accumulative change of purpose-
Whether the project has been changed. After the adjustment of the commitment of raised funds, the investment in the current year has reached the end of the period. The cumulative investment progress of the project as of the end of the period has reached the expected. Whether the project can actually meet the project feasibility commitment investment project and the investment direction of over raised funds (including partial changes) total investment (1) input amount (2) (%) (3) = (2) / (1) Is there any significant change in the expected benefits of the current benefits on the use status date
Committed investment projects
Supplementary working capital – 39993223999356 0.343999356 100% —
Total – 39993223999356 0.343999356 100% —
Not applicable if the planned progress or expected revenue is not achieved
Situation and reasons (by specific project)
Major changes in project feasibility are not applicable
explain
The amount, purpose and use of over raised funds are not applicable
Exhibition situation
The change of the implementation location of the project invested by raised funds is not applicable
situation
The adjustment of the implementation mode of the project invested by raised funds is not applicable
situation
It is not applicable to the early investment and disposal of raised funds investment projects
Change the situation
Temporarily replenishing working capital with idle raised funds is not applicable
Gold situation
As for the balance of raised funds in the implementation of the project, up to the completion of the cancellation of the special account for raised funds, the accumulated net interest income of raised funds is 341735 yuan, which is regarded as the management of raised funds. The company has been used to supplement working capital, and disclosed the announcement on the completion of the cancellation of the special account for raised funds by issuing shares to specific objects in 2020 on April 30, 2021.
The purpose and destination of unused raised funds are not applicable
The problems existing in the use and disclosure of raised funds are not applicable
Questions or other situations
(there is no text on this page, which is the signature page of Zhongtian Guofu Securities Co., Ltd. on the special verification report on the deposit and use of raised funds in 3 Longzhou Group Co.Ltd(002682) 021) sponsor representative:
Liu guanxun, Zhong Kai
Zhongtian Guofu Securities Co., Ltd. April 7, 2022
