Sinolink Securities Co.Ltd(600109)
About the raised capital of Huafa Industrial Co.Ltd.Zhuhai(600325) year
Special verification report on the storage and use of gold
In accordance with the measures for the administration of securities issuance and listing recommendation business and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions, as a sponsor of Huafa Industrial Co.Ltd.Zhuhai(600325) (hereinafter referred to as ” Huafa Industrial Co.Ltd.Zhuhai(600325) ,” company “or” issuer “) for non-public issuance of A-share shares and listing on Shanghai Stock Exchange, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “recommendation institution”) has carefully and prudently verified the deposit and use of raised funds in Huafa Industrial Co.Ltd.Zhuhai(600325) 2021. The verification results and opinions are as follows: I. securities issuance and listing and raised funds
According to the resolutions of the 49th meeting of the 8th board of directors, the 60th meeting of the 8th board of directors, the 72nd meeting of the 8th board of directors and the first extraordinary general meeting of shareholders in 2015, and approved by the reply on approving Huafa Industrial Co.Ltd.Zhuhai(600325) non-public development of shares (zjxk [2015] No. 2455) of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Huafa Industrial Co.Ltd.Zhuhai(600325) issued 352 million RMB common shares (A shares) to 9 investors including Zhuhai HUAFA Group Co., Ltd., Penghua Fund Management Co., Ltd. and Guangdong HENGJIAN Capital Management Co., Ltd. at a non-public price of 12.25 yuan per share. The total amount of funds raised was 4312 million yuan. After deducting the issuance expenses of 849935 million yuan, the net amount of funds raised was 4227065 million yuan. Dahua Certified Public Accountants (special general partnership) verified the capital availability of the company’s non-public offering of shares, and issued the capital verification report “Dahua Yan Zi [2015] No. 001160” on November 23, 2015. 2、 Management of raised funds (I) management system of raised funds
In order to standardize the use and management of raised funds, improve the use efficiency of raised funds and protect the legitimate rights and interests of investors, The company has formulated the measures for the administration of Huafa Industrial Co.Ltd.Zhuhai(600325) raised funds (hereinafter referred to as the measures for the administration of raised funds) in accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant provisions, which regulates the storage, use, investment direction change, supervision and management of raised funds. (II) tripartite supervision agreement of raised funds
In order to standardize the management and use of the raised funds and protect the rights and interests of investors, according to the requirements of the Listing Rules of Shanghai Stock Exchange, the measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange and the measures for the administration of the raised funds of the company, after the raised funds are in place, the company has separately cooperated with Industrial Bank Co.Ltd(601166) Zhuhai branch, Industrial And Commercial Bank Of China Limited(601398) Zhuhai branch, China Construction Bank Corporation(601939) Zhuhai branch Bank Of China Limited(601988) Guangzhou guihuagang sub branch, Agricultural Bank Of China Limited(601288) Guangzhou Dongcheng sub branch, China Construction Bank Corporation(601939) Nanning Yuanhu sub branch, China Citic Bank Corporation Limited(601998) Weihai Branch and the sponsor Sinolink Securities Co.Ltd(600109) of the non-public offering signed the tripartite supervision agreement on the storage of special account for raised funds, and the company has stored the raised funds in the special account for raised funds opened by the above banks. There is no significant difference between the fund supervision agreement and the model fund supervision agreement of Shanghai Stock Exchange, and the fund supervision agreement has been effectively implemented. 3、 Use of raised funds and balance of special account (I) replacement of raised funds
On November 25, 2015, Huafa Industrial Co.Ltd.Zhuhai(600325) held the 79th meeting of the 8th board of directors, deliberated and approved the proposal on the company replacing the self raised funds of the projects invested with raised funds in advance with the raised funds, and approved the company to replace the self raised funds of the projects invested with raised funds in advance with the raised funds of 1278822200 yuan. (II) investment and actual use of raised funds
On November 25, 2015, Huafa Industrial Co.Ltd.Zhuhai(600325) held the 79th meeting of the 8th board of directors, deliberated and approved the proposal on using the raised funds to increase the capital of the project company invested with raised funds, and agreed that the company would raise funds from Guangzhou Huahao Real Estate Development Co., Ltd., Guangzhou Huafeng Investment Co., Ltd., Zhuhai Huayi Investment Co., Ltd., Guangxi Huaming Investment Co., Ltd Weihai HUAFA Real Estate Development Co., Ltd. carried out step-by-step capital increase for the implementation subjects of five raised investment projects.
For the specific use of the raised funds in this year, see the attached table: use of raised funds in this report. (III) supplement of working capital with temporarily idle raised funds
On November 23, 2020, the company held the 81st meeting of the 9th board of directors and the 34th meeting of the 9th board of supervisors, which respectively deliberated and approved the use of idle raised funds of 160 million yuan to temporarily supplement working capital for the development and construction of projects related to the company’s main business. The service life shall not exceed 12 months from the date of deliberation and approval of the proposal by the board of directors.
As of November 22, 2021, the company has returned all the above raised funds of 160 million yuan for temporary replenishment of working capital to the special account for raised funds. (IV) surplus of permanent working capital raised
As of November 30, 2021, the company has invested a total of 4069191300 yuan in fund-raising projects, including 1278822200 yuan invested in fund-raising projects with its own funds before the raised funds are in place; During the accounting period from November 21, 2015 to December 31, 2020, 2725082400 yuan of raised funds were used; The raised funds used in this year were 652867 million yuan. All the projects invested with raised funds have been completed this year.
As of November 30, 2021, the company’s fund-raising account has saved a total of 1822349 million yuan (including interest income), accounting for 4.31% of the net fund-raising. According to the relevant provisions of Article 20 of the management system for raised funds of listed companies (revised in 2013) of Shanghai Stock Exchange, if the surplus raised funds (including interest income) are less than 5% of the net raised funds after the completion of all raised and invested projects, the listed company can be exempted from the procedures of deliberation by the board of directors and the general meeting of shareholders and the opinions of independent directors, recommendation institutions and the board of supervisors. After the internal examination and approval of the company, it is decided to permanently supplement the working capital with the above surplus raised funds, and handle the cancellation of the special account for raised funds.
(V) balance of special account for raised funds
The company has started to use the surplus raised funds in part of the raised funds account for permanent replenishment of working capital. As of December 31, 2021, the storage of surplus funds in the raised funds account is shown as follows:
Monetary unit: Yuan
Bank name account number initial deposit amount November 2021 December 2021 remarks
Balance on 30th balance on 31st
Industrial Bank Co.Ltd(601166) Zhu 3990201001001786101732384 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 6279314631441 branch account sold in 2002
China China Construction Bank Corporation(601939) Co., Ltd. 44050164633500 Ping An Bank Co.Ltd(000001) 21500000 Ping An Bank Co.Ltd(000001) 016268844310166225811 sold company Zhuhai Gongbei sub branch in 2002
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 2 Guizhou Space Appliance Co.Ltd(002025) 1291001193311000000 China High-Speed Railway Technology Co.Ltd(000008) 0052638065838813202 sold company Zhuhai Lianhua sub branch account
China Agricultural Bank Of China Limited(601288) Co., Ltd. 44059101040009439 – 4744690 0.00 account cancellation procedures division Guangzhou Linhe West Road sub branch Lizhong
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 2 Guizhou Space Appliance Co.Ltd(002025) 129100119180 – 0.00 in December 2021, Zhuhai Lianhua sub branch of the company has closed its account
Bank name account number initial deposit amount November 2021 December 2021 remarks
Balance on 30th balance on 31st
Bank Of China Limited(601988) Guang 738066466051 – 4466854744751011 account cancellation procedure Office – Lizhong, guihuagang sub branch
China Citic Bank Corporation Limited(601998) Wei 8110 Longi Green Energy Technology Co.Ltd(601012) 50014212 – 14213491422427 account of Haijing District sub branch sold in 2022
China China Construction Bank Corporation(601939) Co., Ltd. 45050160465000 China Vanke Co.Ltd(000002) 5 – 761.26 389.91 account of Nanning Yuanhu sub branch sold in 2022
Total – 4232384 Ping An Bank Co.Ltd(000001) 822349089210222908494-
4、 Changes in the use of raised funds
At the 36th meeting of the 9th board of directors held on October 12, 2018 and the 8th extraordinary general meeting of shareholders held on October 29, 2018, the company deliberated and approved the proposal on changing part of the company’s raised capital investment projects. The company changed the remaining raised capital of the raised capital investment project to be used for the development and construction of “Weihai HUAFA JIULONGWAN Center (plot 6) project”, The total amount involved in the change of raised funds is 470956800 yuan.
See the attached table “use of raised funds” for the use of raised funds after the change. 5、 Problems in the use and disclosure of raised funds
The company has truthfully, accurately and completely disclosed the deposit, use and change of the company’s raised funds in accordance with the relevant provisions of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), and there is no violation of the management of raised funds. 6、 Concluding opinions on whether the deposit and use of raised funds of listed companies are in compliance
In accordance with the provisions of the China Securities Exchange on the administration of the deposit and use of the raised funds of the company in 2021, it is considered that the company shall be in strict accordance with the relevant provisions of the Shanghai Securities Exchange. The use and change of the company’s previous raised funds have fulfilled the corresponding approval procedures as required, and have fulfilled the obligation of information disclosure. The company does not change the purpose of the raised funds in a disguised form and damage the interests of minority shareholders, nor does it use the raised funds in violation of regulations. The deposit, use and change of the raised funds are legal and compliant. 7、 Other situations that need to be explained
None.
(no text below)
Attached table: use of raised funds and change of investment projects of raised funds.
Attached table:
Use of raised funds
Prepared by: Huafa Industrial Co.Ltd.Zhuhai(600325)
