Guoyuan Securities Company Limited(000728) about Chacha Food Company Limited(002557)
Special opinions on matters related to the use of raised funds
On April 11, 2022, the 20th meeting of the 5th board of directors of Chacha Food Company Limited(002557) (hereinafter referred to as ” Chacha Food Company Limited(002557) ” or “the company”) deliberated and adopted the proposal on using some idle raised funds to purchase financial products Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor”) as Chacha Food Company Limited(002557) continuous supervision sponsor, 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, the due diligence verification of Chacha Food Company Limited(002557) above-mentioned relevant matters has been carried out. The verification results are as follows:
1、 Chacha Food Company Limited(002557) raised funds in place
1. Initial public offering of a shares
Chacha Food Company Limited(002557) the total amount of funds raised from the initial public offering of shares is RMB 20000000000. After deducting the issuance expenses, the net amount of funds raised is RMB 188840000000. Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd. verified the availability of funds for Chacha Food Company Limited(002557) initial public offering and issued the capital verification report (hyz [2011] No. 3442).
2. 2020 public issuance of convertible corporate bonds to raise funds
Chacha Food Company Limited(002557) on October 20, 2020, it publicly issued 13.4 million convertible corporate bonds (bond abbreviation: Qiaqia convertible bonds, bond Code: 128135), 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 issuance is 134 million yuan. After deducting the total issuance expenses of 148383 million yuan, the actual net amount of funds raised is 13251617 million yuan. The above-mentioned special capital verification report (grzc No. [Z02] has been issued by the CPA firm.
2、 Chacha Food Company Limited(002557) use of raised funds
As of December 31, 2021, the use of the company’s raised funds is as follows:
Unit: 10000 yuan
S / n project name project planned investment cumulative invested amount
1、 Use of initial raised funds
Fund raising project
1 food processing project of Harbin Chacha Food Company Limited(002557) Co., Ltd. 27539502329288
2. Inner Mongolia raw material base construction project 926207264940
3 Chacha Food Company Limited(002557) food production process improvement and automation 12204601176585 project
4 Chacha Food Company Limited(002557) supply, production and marketing whole process business information platform 299873299873 construction project
Investment direction of over raised funds
5. Repayment of bank loans 19 Ping An Bank Co.Ltd(000001) 900000
6 food processing project of Changsha Chacha Food Company Limited(002557) Co., Ltd. note 135044203370518
7 Shanghai Aotong International Trade Co., Ltd. note 2 500000-
8 Xinjiang raw material base project note 31689200879847
9 Chacha Food Company Limited(002557) supply, production and marketing whole process business information platform 203659202216 construction project note 4
10. Acquisition of Jiangsu Chakang Food Co., Ltd. note 5 860 Beijing Shunxin Agriculture Co.Ltd(000860) 000
11. Reconstruction of production base of headquarters 854126817256
12 e-commerce logistics center project 1460715790272
13 nut branch project 2008136967073
14. Acquisition of Hefei Huakang Asset Management Co., Ltd. 21518852151885
15. Acquisition of minority equity of Anhui Beite Technology Development Co., Ltd. 511.00 511.00
16. Acquisition of minority shareholders’ equity of Chongqing Chacha Food Company Limited(002557) Co., Ltd. 404700404700
17. Investment and establishment of Thai subsidiary project 19647991621626
18 Chongqing Chacha Food Company Limited(002557) phase II Industrial Park project 3572360895714
Total 2632559018982893
2、 Use of funds raised by public issuance of convertible bonds in 2020
Chuzhou Qiaqia nut snack food project 49 Ping An Bank Co.Ltd(000001) 734173
Hefei Qiaqia Industrial Park nut flexible factory construction project 2 Shanghai Pudong Development Bank Co.Ltd(600000) 0.00
Changsha Chacha Food Company Limited(002557) phase II expansion project 1700000 0.00
Qiaqia nut R & D and testing center project 1400000 0.00
Make up current project 28 China Vanke Co.Ltd(000002) 696809
Total 134 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 430982
Note 1: the initial investment amount of the project is 310642 million yuan. It was approved at the 21st Meeting of the second board of directors on April 9, 2014 to use the over raised fund of 39.8 million yuan to invest in the food processing project of Changsha Chacha Food Company Limited(002557) Co., Ltd.
Note 2: as the registered capital of Shanghai Aotong International Trade Co., Ltd., the over raised funds are not included in the total accumulated external expenditure of the project.
Note 3: according to the proposal on adjusting the construction contents of the “Xinjiang raw material base construction project” of the raised investment project, which was deliberated and adopted at the 20th meeting of the third board of directors held on July 19, 2016, the construction contents of the project that have not been implemented will be adjusted, and the sub projects that have not been implemented will not be implemented. By the end of the current year, the cumulative investment amount was 879847 million yuan and the balance of raised funds was 809353 million yuan.
Note 4: the total committed investment of the project is 203659 million yuan, which has reached the expected usable state. A total of 202216 million yuan of raised funds have been used, and the balance of raised funds is 144300 yuan.
Note 5: the supplementary agreement on the equity transfer agreement of 60% equity of Jiangsu Chakang Food Co., Ltd. was reviewed and signed at the ninth meeting of the third board of directors on March 11, 2015. The transaction consideration was adjusted from 96 million yuan to 86 million yuan, and 10 million yuan should be returned to the raised capital account from the project co management account. Up to now, the investment fund of 10 million yuan that should be recovered has not been received. The company adheres to the principle of ensuring the safe use of the raised funds and advances 10 million yuan of its own funds into the raised funds account. In 2018, it sold 75% of the equity of Jiangsu Chakang Food Co., Ltd. to Hefei Huatai Group Co., Ltd. and 25% to Anhui Huanghai Trading Co., Ltd., with a transfer amount of 90 million yuan.
As of December 31, 2021, the total balance of the special account of Chacha Food Company Limited(002557) initial raised funds was 394061800 yuan (including cash management investment account), and the balance of the special account of convertible bond raised funds was 909874900 yuan (including cash management account). The difference between the balance of the special account for raised funds and the remaining net amount of raised funds is mainly due to interest.
3、 Purchase of financial products with idle raised funds
At the 20th meeting of the 5th board of directors held on April 11, 2022, the company plans to use the idle raised funds of no more than 1.3 billion yuan to purchase financial products in time, and carry out cash management on the idle funds in the raised funds from the initial issuance of shares and public issuance of convertible bonds. The details are as follows:
(I) variety of financial products
The varieties of investment are financial products with high security, good liquidity and low risk. The product issuer shall be a financial institution. The company shall not use such funds to purchase financial products with stocks, interest rates, exchange rates and their derivatives as the main investment targets from financial institutions.
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.
(II) 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.
(III) validity period of limit
It shall be valid within one year from the date of deliberation and approval by the general meeting of shareholders.
(IV) implementation mode
Within the limit, the board of directors authorizes the management to exercise the investment decision-making power, which shall be implemented by the finance department. The authorization period shall be effective from the date of deliberation and approval by the general meeting of shareholders.
(V) information disclosure
According to relevant systems and regulatory requirements, the company will disclose in detail the investment of idle raised funds in purchasing financial products and the corresponding profits and losses during the reporting period in the periodic report.
(VI) review procedures for implementation
The 20th meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors considered and adopted the proposal on using some idle raised funds to purchase financial products, agreed to use the idle raised funds of no more than 1.3 billion yuan to purchase principal guaranteed financial products in time, and authorized the management to handle the implementation and other related matters within the limit. The investment term is valid within one year from the date of adoption of the resolution of the general meeting of shareholders, and the independent directors and the board of supervisors have expressed clear consent.
The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Chacha Food Company Limited(002557) it is proposed to use the idle raised funds with a maximum amount of no more than 1.3 billion yuan to purchase short-term financial products and carry out cash management on the idle part of the funds raised from the initial public offering and public issuance of convertible bonds. The implementation of this matter is conducive to improving the use efficiency of the company’s raised funds and increasing the company’s investment income, which is in line with the interests of the company and all shareholders Chacha Food Company Limited(002557) the above matters have been deliberated and approved by the board of directors of Chacha Food Company Limited(002557) and the board of supervisors and independent directors have issued clear consent opinions and fulfilled the necessary legal procedures up to now. Among them, the purchase of short-term products with idle raised funds will not be implemented until the resolution of the general meeting of shareholders is passed. The above matters comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and there is no change in the use of raised funds in a disguised manner. The sponsor agrees to the handling and arrangement of Chacha Food Company Limited(002557) above raised funds. (no text below)
(there is no text on this page, which is the signature page of Guoyuan Securities Company Limited(000728) special opinions on matters related to the use of Chacha Food Company Limited(002557) raised funds)
Sponsor representative (signature):
Sun Bin, Wang Gang
Guoyuan Securities Company Limited(000728)
