Guoyuan Securities Company Limited(000728) about Zhongyin Babi Food Co.Ltd(605338)
Verification opinions on the deposit and use of raised funds in 2021
Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " or "recommendation institution") as a recommendation institution of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as " Zhongyin Babi Food Co.Ltd(605338) " or "company") for initial public offering and listing of shares, in accordance with the administrative measures for recommendation business of securities issuance and listing and the stock listing rules of Shanghai Stock Exchange The guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other relevant provisions have verified the deposit and use of raised funds of the company in 2021. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Zhongyin Babi Food Co.Ltd(605338) initial public offering of shares (zjxk [2020] No. 2223) issued by the China Securities Regulatory Commission, the company issued 62 million ordinary shares at an initial public offering price of 12.72 yuan / share, and the total amount of funds raised from the stock offering was 788.64 million yuan. After deducting the total issuance expenses of 445921 million yuan, The net amount of funds actually raised was 744047900 yuan. Rongcheng Certified Public Accountants (special general partnership) verified the capital availability of this offering on September 29, 2020 and issued the capital verification report "Rongcheng Yan Zi [2020] No. 230z0189".
In 2021, the use of the company's raised funds was: as of December 31, 2021, the company had used 396415 million yuan of raised funds, including: (1) as of December 31, 2020, the company had used 2562236 million yuan of raised funds; (2) From January to December 2021, the actual use of the raised funds was 1401914 million yuan.
As of December 31, 2021, the net amount of accumulated wealth management income and interest income deducting commission expenses is 140248 million yuan, of which: (1) as of December 31, 2020, the net amount of accumulated wealth management income and interest income deducting commission expenses is 371800 yuan; (2) From January to December 2021, the accumulated net amount of financial management income, interest income deducting handling fee expenditure, etc. is 13.653 million yuan. As of December 31, 2021, the total balance of raised funds was 361657700 yuan, including 207782600 yuan in the special account for raised funds and 1538751 million yuan in cash management products that have not yet expired.
2、 Management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, the company, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shanghai stock exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, The measures for the management of raised funds have been formulated, which clearly stipulates the storage, approval, use, management and supervision of raised funds, so as to ensure the standardized use of raised funds in the system.
On September 29, 2020, the sponsor and Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch (hereinafter referred to as Bank Of Ningbo Co.Ltd(002142) Wuzhong sub branch) and Zhongyin Babi Food Co.Ltd(605338) signed the tripartite supervision agreement on raised funds, Open a special account for raising funds in Wuzhong branch of Bank of Ningbo (Account No.: 75080122000379015, 75080122000379224, 75080122000378748, 75080122000378957, 75080122000379168, 75080122000378804, 75080122000379377, 75080122000379433). There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of the stock exchange, and there is no problem in the performance of the tripartite supervision agreement.
Zhongyin Babi Food Co.Ltd(605338) held the seventh meeting of the second board of directors and the sixth meeting of the second board of supervisors respectively on January 20, 2021, and held the first extraordinary general meeting of shareholders in 2021 on February 5, 2021. The proposal on changing the investment projects with raised funds and increasing the capital of wholly-owned subsidiaries with some raised funds was deliberated and adopted, On February 5, 2021, the sponsor signed the tripartite supervision agreement on the storage of special account for raised funds with Zhongyin Babi Food Co.Ltd(605338) and Nanjing Zhongmao Food Co., Ltd. (hereinafter referred to as "Nanjing Zhongmao"), a wholly-owned subsidiary of Zhongyin Babi Food Co.Ltd(605338) and Nanjing Zhongmao Food Co., Ltd. (hereinafter referred to as "Nanjing Zhongmao") and Bank Of Ningbo Co.Ltd(002142) Wuzhong sub branch. Nanjing Zhongmao opened a special account for raised funds in Bank Of Ningbo Co.Ltd(002142) Wuzhong sub branch (account number: 75080122 Bohai Leasing Co.Ltd(000415) 834). There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and there is no problem in the performance of the tripartite regulatory agreement. As of December 31, 2021, the storage of raised funds in the special account is as follows:
Unit: Yuan
Bank name bank account number account type balance
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000379015 supervision account 358470950
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000379224 supervisor account -
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000378748 supervision account 106624888
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000378957 supervisor account -
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000379168 supervision account 339428160
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000378804 supervision account 47197325
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000379377 supervision account 183959220
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122000379433 supervision account 2142982
Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch 75080122 Bohai Leasing Co.Ltd(000415) 834 supervision account 19740432292
Total -- 20778255817
Note: as of December 31, 2021, 75080122000379224 and 75080122000378957 regulatory accounts have been closed.
3、 Use of raised funds
(I) use of funds for projects invested with raised funds (hereinafter referred to as "projects invested with raised funds")
As of December 31, 2021, Zhongyin Babi Food Co.Ltd(605338) actually invested a total of 396415 million yuan in the raised funds of relevant projects. See attached table 1: comparison table of the use of raised funds in 2021 for the specific use.
(II) early investment and replacement of raised investment projects
On October 21, 2020, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and approved the proposal on replacing self raised funds invested in projects invested with raised funds in advance with raised funds, and agreed to use the raised funds of RMB 848136 million to replace self raised funds invested in projects invested with raised funds in advance.
In 2021, Zhongyin Babi Food Co.Ltd(605338) no advance investment and replacement of raised investment projects occurred.
(III) cash management of idle raised funds and investment in related products
In 2021, Zhongyin Babi Food Co.Ltd(605338) did not use idle raised funds to temporarily supplement working capital Zhongyin Babi Food Co.Ltd(605338) held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors on October 21, 2020, deliberated and approved the proposal on using part of the temporarily idle raised funds for cash management, and held the second extraordinary general meeting of shareholders in 2020 on November 6, 2020, deliberated and approved the proposal, and agreed that the company use the temporarily idle raised funds of no more than RMB 594 million for cash management, It is used to purchase financial products with high investment safety, good liquidity and guaranteed principal. The service life is within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, it can be recycled and rolled. The independent directors, the board of supervisors and the recommendation institution of the company respectively expressed their consent to the above proposal.
Zhongyin Babi Food Co.Ltd(605338) at the 8th meeting of the second board of directors and the 7th Meeting of the second board of supervisors on April 27, 2021
At the meeting, both deliberated and adopted the regulation on the continuous use of some temporarily idle raised funds and self owned funds
And the 2020 annual general meeting of shareholders was held on May 24, 2021
The proposal is to ensure that it will not affect the normal implementation of the company's investment projects with raised funds and the normal production and operation of the company
And on the premise of ensuring the safety of the raised funds, the company is allowed to use temporary funds up to 460 million yuan
Idle raised funds shall be used for cash management to improve the use efficiency of raised funds, increase the company's income and protect the public
The interests of the company's shareholders. The use period of the above funds is 12 months from the date of deliberation and approval by the general meeting of shareholders, and the company can
It shall be used circularly within the service life and limit. The company's independent directors, the board of supervisors and the recommendation institution respectively
Express consent to the above proposal.
Zhongyin Babi Food Co.Ltd(605338) at the 11th meeting of the second board of directors and the second board of supervisors on October 28, 2021
At the 10th meeting, both deliberated and adopted the "on the continued use of some temporarily idle raised funds for cash management"
To ensure that it will not affect the normal implementation of the company's investment projects with raised funds and the normal production of the company
On the premise of operating and ensuring the safety of the raised funds, the company is allowed to use the funds up to 368 million yuan
Temporarily idle the raised funds for cash management, improve the use efficiency of the raised funds, increase the company's income and ensure
The interests of shareholders of the company. The use period of the above funds is 12 months from the date of deliberation and approval by the board of directors, and the public
The company can recycle and roll within the service life and quota. After this authorization takes effect, the previous authorization will be overwritten
to grant authorization. The independent directors of the company have expressed their independent opinions with explicit consent, and the recommendation institution has issued a statement on this matter
Accurate verification opinions.
The company held the 12th meeting of the second board of directors and the 2nd meeting of the second board of supervisors on December 23, 2021
The 11th meeting deliberated and adopted the regulation on adjusting the use of some temporarily idle raised funds for cash management investment
The proposal on the scope of product issuers agrees to use part of the temporarily idle raised funds for cash management
The issuing scope of investment products is expanded from Bank Of Ningbo Co.Ltd(002142) Suzhou Wuzhong sub branch to commercial banks
And other financial institutions. In addition, other matters originally considered remain unchanged and will be reviewed after this authorization takes effect
Front cover authorization. The independent directors, the board of supervisors and the recommendation institution of the company respectively expressed their consent to the above proposal.
Details of Zhongyin Babi Food Co.Ltd(605338) using the raised funds for cash management as of December 31, 2021
The situation is as follows:
Unit: 10000 yuan
Serial No. issuer product name subscription amount value date maturity date financial income is due closing balance
1 Bank Of Ningbo Co.Ltd(002142) shares have fixed deposit 82 Shenzhen Zhongheng Huafa Co.Ltd(000020) 2011-6 2021-2-6 67.72 is a limited company Wuzhong sub branch
2 Bank Of Ningbo Co.Ltd(002142) shares have time deposit 3706765202011-6 2021-5-6 630.15 is a limited company Wuzhong sub branch
3 Bank Of Ningbo Co.Ltd(002142) shares have time deposit 3 China Vanke Co.Ltd(000002) 02011-6 202012-23 9.10 yes
