Securities code: Chacha Food Company Limited(002557) securities abbreviation: Chacha Food Company Limited(002557) Announcement No.: 2022024
Bond Code: 128135 bond abbreviation: Qiaqia convertible bond
Chacha Food Company Limited(002557)
Announcement on using some idle raised funds to purchase financial products
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Chacha Food Company Limited(002557) (hereinafter referred to as “the company”) the ninth meeting of the Fifth Board of directors and the 2020 annual general meeting of shareholders approved the use of idle raised funds of no more than 1.4 billion yuan (including some idle raised funds for initial public offering and some idle raised funds for convertible bond financing) to purchase financial products. The authorization period is valid within one year from the date of deliberation and approval by the general meeting of shareholders.
In view of the expiration of the authorization period for the above idle raised funds to purchase financial products, the proposal on using some idle raised funds to purchase financial products was considered and adopted at the 20th meeting of the Fifth Board of directors held on April 11, 2022. Under the condition of ensuring that the construction of raised investment projects and the use of raised funds are not affected, The company plans to use idle raised funds of no more than 1.3 billion yuan (including some idle raised funds from initial public offering and some idle raised funds from convertible bond financing) to purchase principal guaranteed financial products issued by financial institutions (including commercial banks, securities companies, etc.) in a timely manner. Within the above limit, the funds can be used on a rolling basis within 12 months. At the same time, the board of directors of the company authorizes the chairman to exercise the investment decision-making power within the limit and sign relevant contract documents.
The purchase of financial management with idle raised funds does not change the purpose of the raised funds in a disguised manner, and does not affect the normal implementation of the raised funds project. The company’s use of some idle raised funds to purchase financial products does not constitute related party transactions or major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. The company’s use of some idle raised funds to purchase financial products with high safety, good liquidity and low risk needs to be submitted to the general meeting of shareholders for deliberation.
1、 Basic information of raised funds
(I) funds raised from initial public offering
The company issued 50 million ordinary shares (A shares) in RMB for the first time, with the issue price of 40 yuan per share, and the total amount of funds raised was 2 million yuan. According to relevant regulations, after deducting the issue expenses of 111.6 million yuan, the actual amount of funds raised was 1888.4 million yuan. The raised funds were in place in February 2011. The above funds have been verified by the capital verification report (hyz [2011] No. 3442) of Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd.
(II) funds raised by issuing convertible bonds in 2020
The total amount of funds raised in this issuance is 1340 million yuan, which is deducted from the issuance according to relevant regulations
After the expenses amounted to 14.84 million yuan, the net amount of funds actually raised was 132516 million yuan. Rongcheng Certified Public Accountants (special general partnership) has verified the receipt of the above raised funds and issued the capital verification report “Rongcheng Yan Zi [2020] No. 230z0222”.
The company has adopted the special account storage management for the above raised funds, and signed the raised funds supervision agreement with the sponsor and the commercial bank storing the raised funds.
2、 Use of raised funds
(I) funds raised from initial public offering
According to the prospectus disclosed by the company, the raised funds will be used for the construction of the following projects:
No. project name project approval amount of investment (10000 yuan)
1. Food processing project of Harbin Chacha Food Company Limited(002557) Co., Ltd. heifa Gai Wai Zi [2009] No. 5262753950
2 Chacha Food Company Limited(002557) Inner Mongolia raw material base construction Bayannur bafagai service Zi 926207
Project [2008] No. 630
Chacha Food Company Limited(002557) food production process improvement and Hefei FGH [2008] No. 3451220460
3 automation project
Chacha Food Company Limited(002557) supply, production and marketing whole process business Hefei FGH [2008] No. 344299873
4. Information platform construction project
Total 5200490
The past use of over raised funds is as follows:
1. According to the resolution of the 15th meeting of the first board of directors on March 16, 2011: use super fund-raising
RMB 190 million of the funds repaid bank loans in advance and 310642 million of the over raised funds were used
RMB invested in the food processing project of Changsha Chacha Food Company Limited(002557) Co., Ltd. according to
The 21st Meeting of the second session of the board of directors decided to use 39.8 million yuan of the over raised funds to invest in the food processing project of Changsha Chacha Food Company Limited(002557) Co., Ltd;
2. According to the resolution of the fourth meeting of the second board of directors on October 25, 2011: use RMB 50 million of the over raised funds to invest in the establishment of a wholly-owned subsidiary Shanghai Aotong International Trade Co., Ltd., and use RMB 168.92 million of the over raised funds to invest in the construction project of Xinjiang raw material base;
3. According to the resolution of the seventh meeting of the second board of directors on May 24, 2012, RMB 203659 million of the over raised funds is used to invest in the construction project of the whole process business information platform for production and marketing;
4. According to the resolution of the 14th meeting of the second board of directors on April 8, 2013: use 854126 million yuan of over raised funds to transform the company’s headquarters production base project;
5. According to the resolution of the 18th meeting of the second board of directors on August 19, 2013: use RMB 96 million of the over raised funds to acquire 60% equity of Jiangsu Chakang Food Co., Ltd. after deliberation at the 9th meeting of the third board of directors on March 11, 2015, the company adjusted the performance of Jiangsu Chakang project, the gambling part and the management team, and adjusted the equity transfer amount to RMB 86 million; After the deliberation and approval of the 14th meeting of the 4th board of directors and the 3rd extraordinary general meeting of shareholders in 2018, the company sold 75% equity of qiakang food to Hefei Huatai and 25% equity to Anhui Huanghai Trading Co., Ltd., with a transfer amount of 90 million yuan, and all the money was returned to the China China Everbright Bank Company Limited Co.Ltd(601818) account of the raised investment fund;
6. Approved by the 20th meeting of the third board of directors and the 14th meeting of the third board of supervisors on July 18, 2016, the company used the over raised capital of 215188500 yuan to acquire 100% equity of Hefei Huakang Asset Management Co., Ltd. held by Hefei Huatai Group Co., Ltd., and invested 1460715 million yuan in the construction of e-commerce logistics center (Qiaqia Industrial Park), Invest in the construction of nut branch (Qiaqia Industrial Park) project with over raised funds of 2008136 million yuan;
7. According to the resolution of the 26th meeting of the third board of directors on March 30, 2017: use the over raised capital of US $15 million to invest in the establishment of an American subsidiary and use the over raised capital of US $10 million to invest in the establishment of a Thai subsidiary.
According to the resolution of the third meeting of the Fourth Board of directors on May 26, 2017, the over raised funds totaled US $7.5 million were used to invest in the construction of the Thai subsidiary. According to the resolution of the 10th meeting of the 4th board of directors on April 9, 2018, the raised funds of US $11.5 million were used to invest in the construction of the Thai subsidiary; After the deliberation and approval of the 27th meeting of the Fourth Board of directors and the 2019 annual general meeting of shareholders, the use of the raised funds to establish a U.S. subsidiary has been terminated. The funds have not been used substantially and are temporarily stored in the over raised funds account of the headquarters;
8. According to the resolution of the 15th meeting of the 4th board of directors on October 25, 2018, the company used the over raised fund of 45.58 million yuan to transfer 25% equity of Anhui Beite and Chongqing Qiaqia, the company’s controlled subsidiaries held by New Asia Development Co., Ltd;
9. According to the deliberation and approval of the 27th meeting of the 4th board of directors and the 2019 annual general meeting of shareholders, give priority to the use of the remaining raised funds and the interest income of the raised funds over the years to invest in the construction of Chongqing Chacha Food Company Limited(002557) phase II Industrial Park project. The total investment amount of the project is 357236000 yuan. Give priority to the use of the remaining raised funds and the interest income of the raised funds over the years to invest in the construction of the project, and the insufficient part will be solved by the company’s self raised funds.
As of December 31, 2021, the company has accumulated 18982893 million yuan of funds raised from initial public offering, including 462243 million yuan of funds raised in 2021.
(II) funds raised by issuing convertible bonds in 2020
The funds raised from this public offering of convertible corporate bonds will be used for the construction of the following projects:
No. project name project total investment raised funds investment
Total amount (10000 yuan)
1 Chuzhou Qiaqia nut snack food project 59517504900000
2 Hefei Qiaqia Industrial Park nut flexible factory construction project 35838 Lingyi Itech (Guangdong) Company(002600) 000
3 Changsha Chacha Food Company Limited(002557) phase II expansion project 20715201700000
4 Qiaqia nut R & D and testing center project 15158781400000
5. Supplementary working capital project 28 China Vanke Co.Ltd(000002) 800000
Total 1592294813400000
As of December 31, 2021, the company has used the convertible bonds to raise funds totaling RMB 443098200 (including the replacement amount of RMB 273280), of which the company used the raised funds of RMB 1416454 million in 2021.
As of December 31, 2021, the balance of the company’s use of idle funds raised from initial public offering and convertible bonds to purchase financial products of principal guaranteed financial institutions was 744.84 million yuan. As of December 31, 2021, the balance of the special account for funds raised by initial public offering (including interest income) was 3940618 million yuan, and the balance of the special account for funds raised by convertible bonds was 9098749 million yuan (including interest income), totaling 13039367 million yuan.
3、 Reasons for idle raised funds
At present, due to the long duration of some projects of the company’s initial public offering fund-raising projects, the capital investment needs to be arranged in stages according to the project progress. Therefore, the raised funds will be partially idle in the short term. The funds raised by convertible bonds issued in 2020 need to be invested according to the actual situation of the project. Therefore, some of the funds raised will be idle in the short term.
4、 Basic information of using some idle raised funds to invest in bank financial products this time
In line with the principle of maximizing the interests of shareholders, in order to improve the use efficiency of raised funds, the company plans to continue to purchase principal guaranteed financial products in a timely manner with part of the raised funds from initial public offering and idle raised funds from convertible bonds of no more than 1.3 billion yuan without affecting the construction of raised investment projects and the use of raised funds. The details are as follows:
(I) variety of financial products
In order to control risks, the varieties of investment are financial products with high security, good liquidity and low risk. The issuer of the product shall be a financial institution and shall provide a principal guarantee commitment. The company will not use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment objects from financial institutions.
(II) validity of the resolution
It shall be valid within one year from the date of deliberation and approval by the general meeting of shareholders.
(III) purchase quota
The maximum amount shall not exceed RMB 1.3 billion, which can be used on a rolling basis within the validity period of the resolution. The above financial products shall not be used for pledge, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely report to the exchange for filing and announcement. (IV) information disclosure
In accordance with relevant systems and regulatory requirements, the company will disclose the investment of idle raised funds to purchase financial products and the corresponding profits and losses in the periodic report during the reporting period.
5、 Impact on the company
The company adheres to standardized operation, value preservation and appreciation, and risk prevention. On the premise of not affecting the progress of raised investment projects and ensuring the safety of funds, the company appropriately carries out principal guaranteed investment and financial management business with idle raised funds, which will not affect the construction of raised funds investment projects and the normal development of main business. Through appropriate financial management, we can improve the efficiency of capital use, obtain certain investment benefits, improve the overall performance level of the company, and seek more investment returns for the shareholders of the company.
6、 Investment risk and risk control measures
(I) investment risk
Although such financial products belong to low-risk investment varieties, the financial market is affected by the macro-economy
