Assurance report on annual deposit and use of raised funds
Chacha Food Company Limited(002557)
Rongcheng zhuanzi [2022] No. 230z1478
Rongcheng Certified Public Accountants (special general partnership)
Beijing, China
catalogue
Serial number content page 1 verification report on annual deposit and use of raised funds 1-2
2 special report on the annual deposit and use of raised funds 3-123 comparison table of the use of funds raised by initial public offering in 202113-184 comparison table of the use of funds raised by public issuance of convertible corporate bonds in 202019-20
Change of initial public offering investment of projects 21
Verification report on annual deposit and use of raised funds
Rongcheng zhuanzi [2022] No. 230z1478 Chacha Food Company Limited(002557) all shareholders:
We have reviewed the attached special report on the annual storage and use of raised funds in 2021 prepared by the board of directors of Chacha Food Company Limited(002557) (hereinafter referred to as Chacha Food Company Limited(002557) ).
1、 Restrictions on the users and purposes of the report
This assurance report is only used for the purpose of disclosure of Chacha Food Company Limited(002557) annual report and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for Chacha Food Company Limited(002557) annual report, submit it together with other documents and disclose it to the public.
2、 Responsibilities of the board of directors
In accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies issued by the China Securities Regulatory Commission The preparation of the special report on the annual deposit and use of raised funds is the responsibility of Chacha Food Company Limited(002557) board of directors, which includes ensuring the authenticity, accuracy and completeness of its contents, There are no false records, misleading statements or material omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to independently put forward assurance conclusions on the above report prepared by Chacha Food Company Limited(002557) board of directors.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented procedures that we consider necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the attached special report on the annual deposit and use of raised funds for Chacha Food Company Limited(002557) 2021 is prepared in all major aspects in accordance with the above guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the relevant provisions of the exchange, and fairly reflects the actual deposit and use of raised funds for Chacha Food Company Limited(002557) 2021.
(there is no text below, which is the signature and seal page of the verification report on the annual deposit and use of raised funds Chacha Food Company Limited(002557) Rongcheng zhuanzi [2022] 230z1478.)
Rongcheng certified public accountants China Certified Public Accountant: Ning Yun
(special general partnership)
Chinese certified public accountant: Ma Jing
Beijing, China Certified Public Accountant: Chen Kaifeng
April 11, 2022
Chacha Food Company Limited(002557)
Special report on annual deposit and use of raised funds in 2021
In accordance with the provisions of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - announcement format issued by Shenzhen Stock Exchange, the deposit and use of raised funds in 2021 of Chacha Food Company Limited(002557) (hereinafter referred to as Chacha Food Company Limited(002557) ) are reported as follows:
1、 Basic information of raised funds
(I) funds raised from initial public offering of a shares
1. Actual amount of raised funds and time of fund arrival
Approved by the reply on the approval of Chacha Food Company Limited(002557) initial public offering of shares (zjxk [2011] No. 198 document of China Securities Regulatory Commission, Chacha Food Company Limited(002557) (hereinafter referred to as the company) publicly issued 50 million ordinary shares (A shares) to the public in February 2011, with an issue price of 40.00 yuan per share and a total amount of 2 million yuan of funds to be raised, According to relevant regulations, after deducting the issuance expenses of RMB 111.6 million, the actual amount of funds raised is RMB 1888.4 million. The raised funds were in place in February 2011. The above funds have been verified in the capital verification report (hyz [2011] No. 3442) of Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd. The company has adopted special account storage management for the raised funds.
2. Use and balance of raised funds
As of December 31, 2021, the company has invested 18982893 million yuan directly in the projects with raised funds, including 1452115 million yuan of self raised funds invested in the projects with raised funds in advance, 190 million yuan of bank loans repaid with supplementary working funds, 3203606 million yuan of raised funds used by the company in 2012 In 2013, the company used 3245838 million yuan of raised funds (including 96 million yuan of over raised funds) to acquire 60% equity of Jiangsu Chakang Food Co., Ltd. after deliberation at the ninth meeting of the third board of directors, the equity transfer amount was adjusted to 86 million yuan. Other parties under the joint management of 10 million yuan of equity funds deposited in the joint management account involved personal litigation matters,
In order to ensure the integrity of the raised funds, the company deposited 10 million yuan of its own funds into the raised funds account on March 2, 2016), 161872 million yuan of raised funds used by the company in 2014, 663705 million yuan of raised funds used by the company in 2015, 253043 million yuan of raised funds used by the company in 2016, 693329 million yuan of raised funds used by the company in 2017, 359323 million yuan of raised funds used by the company in 2018 The company used 208361500 yuan of raised funds in 2019, 869969 million yuan in 2020 and 462243 million yuan in 2021.
The net amount of raised funds is 18884000 yuan, after deducting the accumulated used raised funds of 18982893 million yuan, plus the recovery of 90 million yuan from the equity transfer of Jiangsu qiakong in 2018, the balance of raised funds is 801107 million yuan, and the net interest income of the special account for raised funds is 3139511 million yuan (after deducting the handling fee), The balance of the special account for raised funds and the balance of financial products with guaranteed principal purchased with raised funds as of December 31, 2021 totaled 3940618 million yuan. (II) funds raised by public issuance of convertible corporate bonds in 2020
1. Actual amount of raised funds and time of fund arrival
Approved by the reply on approval of Chacha Food Company Limited(002557) public issuance of convertible corporate bonds (zjxk [2020] No. 2297 document of China Securities Regulatory Commission), Chacha Food Company Limited(002557) (hereinafter referred to as the company) publicly issued 13.4 million convertible corporate bonds (bonds referred to as Qiaqia convertible bonds, bond Code: 128135) on October 20, 2020, with a face value of 100 yuan each and a total issuance amount of 1.34 billion yuan. The total amount of funds raised in this offering is 1340 million yuan. According to relevant regulations, RMB 1263207547 yuan (excluding tax) of Guoyuan Securities Company Limited(000728) recommendation and underwriting fee is deducted. It has been remitted by the lead underwriter Guoyuan Securities Company Limited(000728) to the account designated by the company on October 26, 2020. The company actually received 132736792453 yuan of funds raised from convertible corporate bonds. The total net amount of issuance fees (excluding lawyer's fees, credit tax and other information) is RMB 132625880, excluding the actual issuance fees and other information disclosure fees. The above-mentioned receipt of raised funds has been verified by Rongcheng Certified Public Accountants (special general partnership) Rongcheng Yan Zi [2020] No. 230z0222 capital verification report. The company has adopted special account storage management for the raised funds.
2. Use and balance of raised funds
As of December 31, 2021, the company has invested 443098200 Yuan directly in the raised funds, of which 1416456 million yuan was used in 2021. The net amount of raised funds is 1325161700 yuan, plus other issuance expenses (excluding tax) of 2206200 yuan such as lawyers, accountants, credit rating, information disclosure and issuance handling fees (this part of the money is transferred through Chacha Food Company Limited(002557) own account, but not through the raised fund account). After deducting the accumulated used raised funds of 443098200 yuan, the balance of raised funds is 884269700 yuan, The net interest income of the special account for raised funds is 256052 million yuan (after deducting the handling fee). The balance of the special account for raised funds and the balance of financial products with guaranteed principal purchased with raised funds as of December 31, 2021 total 9098749 million yuan.
2、 Deposit and management of raised funds
In accordance with relevant laws and regulations and Shenzhen Stock Exchange's self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and following the principles of standardization, safety, efficiency and transparency, the company has formulated the measures for the management of raised funds, which has made clear provisions on the storage, approval, use, management and supervision of raised funds, so as to ensure the standardized use of raised funds in the system.
(I) funds raised from initial public offering of a shares
On March 2, 2011, 2011, on March 2, 2011, 2011, the company and the company, on March 2, 2011, 2011, on March 2, 2011, on March 2, 2011, on March 2, 2011, on March 2, 2011, the company and the company and the company, on March 2, 2011, 2011, 2011, on March 2, 2011, on March 2, 2011, on March 2, 2011, 2011, 2011, on March 2, 2011, 2011, the company and the China Pacific Insurance (Group) Co.Ltd(601601) China Construction Bank Corporation(601939) 39 threeparty supervision agreement "to open special accounts for raised funds in the above six banks.
On March 26, 2012, the company signed the tripartite supervision agreement on raised funds with Huangshan Road sub branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd. and Guoyuan Securities Company Limited(000728) to open a special account for raised funds in Huangshan Road sub branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd.
On April 17, 2012, the company signed the four party supervision agreement on raised funds with Shanghai Aotong International Trade Co., Ltd. Shanghai Pudong Development Bank Co.Ltd(600000) Hefei Xinzhan District sub branch and Guoyuan Securities Company Limited(000728) Hefei Xinzhan District sub branch, and opened a special account for raised funds in Shanghai Pudong Development Bank Co.Ltd(600000) Hefei Xinzhan District sub branch.
On May 24, 2012, on May 24, 2012, on May 24, 2012, on May 24, 2012, 2012, on May 24, 2012, on May 24, 2012, on May 24, 2012, on May 24, 2012, on May 24, 2012, on May 24, 2012, in which Harbin Chacha Food Company Limited(002557) thesub branch opens a special account for raising funds. On June 28, 2012, Inner Mongolia sunflower Agricultural Technology Co., Ltd. and Xinjiang chalinon Agriculture Co., Ltd. signed the four party supervision agreement on raising funds with China Construction Bank Corporation(601939) Wuyuan sub branch, Agricultural Bank Of China Limited(601288) Changji sub branch, Guoyuan Securities Company Limited(000728) and the company, respectively, and opened special accounts for raising funds in China Construction Bank Corporation(601939) Wuyuan sub branch and Agricultural Bank Of China Limited(601288) Changji sub branch.
On June 27, 2013, the company signed the tripartite supervision agreement on raised funds with Bank of East Asia (China) Co., Ltd. Hefei Branch, China Everbright Bank Company Limited Co.Ltd(601818) Hefei Branch and Guoyuan Securities Company Limited(000728) Hefei Branch, and opened special accounts for raised funds at Bank of East Asia (China) Co., Ltd. Hefei Branch and China Everbright Bank Company Limited Co.Ltd(601818) Hefei Branch.
On December 6, 2013, the company signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) Hefei Huangshan Road sub branch, Shanghai Pudong Development Bank Co.Ltd(600000) Hefei Xinzhan District sub branch and Guoyuan Securities Company Limited(000728) Hefei Xinzhan District sub branch, and opened special accounts for raised funds in Industrial Bank Co.Ltd(601166) Hefei Huangshan Road sub branch and Shanghai Pudong Development Bank Co.Ltd(600000) Hefei Xinzhan District sub branch.
On August 30, 2016, Hefei Huakang Asset Management Co., Ltd. and Industrial Bank Co.Ltd(601166) Hefei Huangshan Road sub branch
