Guoyuan Securities Company Limited(000728) about Chacha Food Company Limited(002557)
Special 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”) continuously supervises the recommendation institution as Chacha Food Company Limited(002557) (hereinafter referred to as ” Chacha Food Company Limited(002557) ” and “the company”), According to the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 13 – recommendation business In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the deposit and use of raised funds in Chacha Food Company Limited(002557) 2021 were verified. The specific conditions are as follows:
1、 Basic information of raised funds
(I) availability of raised funds
1. Initial public offering of a shares
With the approval of zjxk [2011] No. 198 document of China Securities Regulatory Commission, Chacha Food Company Limited(002557) initial public offering of 50 million ordinary shares. This issuance adopts the combination of offline inquiry and placement to the placing object (hereinafter referred to as “offline issuance”) and online fund subscription pricing issuance (hereinafter referred to as “online issuance”), in which 10 million shares are placed offline and 40 million shares are issued online, with an issuance price of 40.00 yuan / share. The total amount of funds raised in this issuance is 2 million yuan. After deducting the total issuance expenses of 111.6 million yuan, the net amount of funds raised is 1888.4 million yuan. Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd. has verified the availability of funds for Chacha Food Company Limited(002557) initial public offering of shares on February 24, 2011, and issued capital verification report (hyz [2011] No. 3442).
According to the purpose of the raised funds disclosed in the prospectus of Chacha Food Company Limited(002557) initial public offering and listing, Chacha Food Company Limited(002557) the funds raised in this public offering are invested in “food processing project of Harbin Chacha Food Company Limited(002557) Co., Ltd.”, ” Chacha Food Company Limited(002557) Inner Mongolia raw material base construction project” Four projects, namely ” Chacha Food Company Limited(002557) food production process improvement and automation project” and ” Chacha Food Company Limited(002557) supply, production and marketing whole process business information platform construction project”, the total investment of the above projects was 520049000 yuan, and the net amount of funds raised exceeded the funds required for the project by 136835100 yuan.
The company has been already together with the company that has been the company that has been the company that together with the Guoyuan Securities Company Limited(000728) Industrial Bank Co.Ltd(601166) Hefei Huangshan Road sub branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) Huangshan Road sub branch”) China Merchants Bank Co.Ltd(600036) Hefei wulidun sub branch (hereinafter referred to as ” China Merchants Bank Co.Ltd(600036) wulidun sub branch”), China Citic Bank Corporation Limited(601998) Hefei Ma’anshan road sub branch (hereinafter referred to as ” China Citic Bank Corporation Limited(601998) Ma’anshan road sub branch”) jointly signed the tripartite supervision agreement on raising funds and opened a special account for raising funds in the above-mentioned banks.
2. 2020 public issuance of convertible corporate bonds to raise funds
Approved by the reply on approving Chacha Food Company Limited(002557) public issuance of convertible corporate bonds (zjxk [2020] No. 2297) issued by China Securities Regulatory Commission, Chacha Food Company Limited(002557) publicly issued 13.4 million convertible corporate bonds (bond abbreviation: 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 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. The company has adopted special account storage management for the raised funds.
According to the purpose of the raised funds disclosed in the prospectus for Chacha Food Company Limited(002557) public offering of convertible corporate bonds, Chacha Food Company Limited(002557) the funds raised in this public offering are invested in five projects, including “Chuzhou Qiaqia nut leisure food project”, “Hefei Qiaqia Industrial Park nut flexible factory construction project”, “Changsha Chacha Food Company Limited(002557) phase II expansion project”, “Qiaqia nut R & D and testing center project” and supplementary working capital, The total investment of the above projects is 1592294800 yuan, and the raised funds are planned to be 1340 million yuan.
The company, together with Guoyuan Securities Company Limited(000728) and China Everbright Bank Company Limited Co.Ltd(601818) Hefei Branch, China Citic Bank Corporation Limited(601998) Hefei Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Hefei Branch and Huangshan Road sub branch of Hefei Science and Technology Rural Commercial Bank Co., Ltd., has jointly signed the tripartite supervision agreement on the storage of special account for raised funds and opened a special account for raised funds in the above-mentioned banks.
(II) use and balance of raised funds in 2021
As of December 31, 2021, the use of Chacha Food Company Limited(002557) raised funds is as follows:
1. Initial public offering of a shares
(1) Initial investment in replacement of raised funds
Before the raised funds are in place, the company will use the self raised funds of 1452115 million yuan to invest in the project construction. After the raised funds are in place, the company will replace the self raised funds of 1452115 million yuan invested in the project with the raised funds in advance; Among them, 792849 million yuan was replaced for “food processing project of Harbin Chacha Food Company Limited(002557) Co., Ltd.,” Chacha Food Company Limited(002557) Inner Mongolia raw material base construction project “, 209049 million yuan for” Chacha Food Company Limited(002557) food production process improvement and automation project “, 37.377 million yuan for” Chacha Food Company Limited(002557) supply, production and marketing whole process business information platform construction project “. The above-mentioned replacement of raised funds has been verified and issued by Huapu Tianjian Certified Public Accountants (Beijing) Co., Ltd. (ksz [2011] No. 3751).
(2) Project investment of raised funds
As of December 31, 2021, the company has directly invested 4070686 million yuan in projects invested with raised funds. Among them, “Harbin Chacha Food Company Limited(002557) Co., Ltd. food processing project” has used a total of 232928800 yuan of raised funds, which has reached the usable state at present; ” Chacha Food Company Limited(002557) Inner Mongolia raw material base construction project” has used a total of 26.494 million yuan of raised funds. The project has been terminated with the deliberation and consent of the 21st Meeting of Chacha Food Company Limited(002557) the second board of directors and the 2013 annual general meeting of shareholders; The ” Chacha Food Company Limited(002557) food production process improvement and automation project” used 1176585 million yuan of raised funds, and the ” Chacha Food Company Limited(002557) for the whole process of production and marketing business information platform construction project” used 299873 million yuan of raised funds. In 2012, the project used 203659 million yuan of over raised funds to increase the investment, which has reached the usable state at present.
(3) Use of over raised funds
1) Use the over raised funds to repay the short-term loan of 190 million yuan; 2) The “food processing project of Changsha Chacha Food Company Limited(002557) Co., Ltd.” was invested with the over raised fund of 310642 million yuan. According to the resolution of the 21st Meeting of Chacha Food Company Limited(002557) the second board of directors, 39.8 million yuan of the over raised fund was used for additional investment in the project. As of December 31, 2021, a total of 3370518 million yuan had been invested in the project; 3) Invested and established Shanghai Aotong International Trade Co., Ltd. with over raised funds of 50 million yuan; 4) The over raised capital of 168.92 million yuan was used to invest in the construction of “Xinjiang raw material base construction project”. As of December 31, 2021, 879847 million yuan had been invested in the project; The 20th meeting of the third board of directors on July 21, 2016 and the first extraordinary general meeting of shareholders in 2016 on August 5, 2016 considered and approved the proposal on adjusting the construction contents of the raised investment project “Xinjiang raw material base construction project”, and stopped the implementation of the remaining planting base construction contents in the “Xinjiang raw material base construction project”; 5) The over raised capital of 203659 million yuan was used to make additional investment in the ” Chacha Food Company Limited(002557) supply, production and marketing whole process business information platform construction project”. As of December 31, 2021, the over raised capital of 202216 million yuan had been invested in the project and reached the usable state; 6) The over raised fund of 86 million yuan was used to acquire Jiangsu Chakang Food Co., Ltd. because Chakang food did not reach the expected income agreed by both investors, the price of the acquisition was adjusted from 96 million yuan to 86 million yuan according to the original cooperation agreement and supplementary cooperation agreement. In 2018, the company transferred all the equity of Chakang food, recovered 90 million yuan and returned the money to the raised fund account. 7) The over raised funds of 854126 million yuan were used for the “transformation of headquarters production base project”. As of December 31, 2021, the over raised funds of 817256 million yuan had been invested in the project; 8) RMB 1460715 million of over raised funds were used for the “e-commerce logistics center project”. As of December 31, 2021, 790272 million yuan of over raised funds had been invested in the project; 9) The over raised fund of 2008136 million yuan was used for the “nut branch project”. As of December 31, 2021, the over raised fund of 967073 million yuan had been invested in the project; 10) The company acquired 100% equity of Hefei Huakang Asset Management Co., Ltd. held by Hefei Huatai Group Co., Ltd. with the raised funds of 215188500 yuan. The company has completed the merger on August 31, 2016. 11) Through deliberation and approval of the 26th meeting of the 3rd board of directors, the 3rd meeting of the 4th board of directors and the 10th meeting of the 4th board of directors, the company invested and established a wholly-owned subsidiary in Thailand with over raised funds of US $29 million. The proposal on using self owned foreign exchange to pay part of the funds for investment projects with raised funds and replacing them with raised funds in equal amount was deliberated and adopted at the 5th meeting of the 4th board of directors. The Thai subsidiary of the company will first use its own foreign exchange to pay for the project investment, and regularly replace it with the raised funds. As of December 31, 2021, the Thai subsidiary has used the raised funds of 1621626 million yuan. 12) The over raised capital of 45.58 million yuan was used to transfer 25% equity of Anhui Beite and Chongqing Qiaqia, the company’s controlled subsidiaries held by New Asia Development Co., Ltd. 13) 357236 million yuan of over raised funds was used for “Chongqing Chacha Food Company Limited(002557) phase II Industrial Park project”. As of December 31, 2021, 895714 million yuan of over raised funds had been invested in the project.
(4) After deliberation at the 9th meeting of the 5th board of directors on April 15, 2021 and the 2020 annual general meeting of shareholders on May 18, 2021, the company used idle raised funds (including funds raised by public issuance of convertible bonds) of no more than RMB 1.4 billion for cash management in 2021.
(5) Other
As of December 31, 2021, the total balance of the special account for Chacha Food Company Limited(002557) raised funds was 394061800 yuan (including cash management investment 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. 2. 2020 public issuance of convertible corporate bonds to raise funds
(1) Initial investment in replacement of raised funds
Before the raised funds are in place, the company uses the self raised funds of 273280 yuan to invest in the construction of “Chuzhou Qiaqia nut leisure food project”. After the raised funds are in place, the company replaces the self raised funds of 27328000 yuan invested in the project with the raised funds in advance; The above-mentioned replacement of raised funds has been verified and issued by Rongcheng Certified Public Accountants (special general partnership) (Rongcheng zhuanzi [2020] No. 230z2413).
(2) Project investment of raised funds
As of December 31, 2021, the company has directly invested 4430982 million yuan in projects invested with raised funds. Among them, “Chuzhou Qiaqia nut snack food project” has accumulated 173417300 yuan of raised funds; The “supplementary working capital” used the raised capital of 269680900 yuan.
(4) After deliberation at the 9th meeting of the 5th board of directors on April 15, 2021 and the 2020 annual general meeting of shareholders on May 18, 2021, the company used idle raised funds (including funds raised by initial public offering) of no more than RMB 1.4 billion for cash management in 2021.
(5) Other
As of December 31, 2021, the balance of Chacha Food Company Limited(002557) convertible bond fund-raising account totaled 909874900 yuan (including cash management investment 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.
2、 Management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated and implemented the Chacha Food Company Limited(002557) raised funds management system in accordance with the provisions and requirements of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the Administration of securities issuance of listed companies, the Listing Rules of Shenzhen Stock Exchange and the actual situation of the company.
According to the above provisions, the company adopts a special account storage system for the raised funds and opens a special account for the raised funds. Together with Guoyuan Securities Company Limited(000728) and the above-mentioned banks, the company has signed tripartite supervision agreements on the raised funds and opened special accounts for the raised funds to jointly supervise the storage and use of the raised funds. There is no significant difference between the tripartite supervision agreement on raised funds signed this time and the model tripartite supervision agreement of Shenzhen Stock Exchange. The agreement stipulates that the special account of the company’s share raising funds is only used for the storage and use of the company’s fund-raising projects and shall not be used for other purposes. When using the raised funds, the company strictly performs the corresponding application and approval procedures, timely notifies the recommendation institution and accepts the supervision of the recommendation representative. There is no problem in the performance of the tripartite supervision agreement. At the same time, when the company subsequently uses the over raised funds, it shall perform the necessary decision-making procedures according to the specific investment projects, and sign the tripartite supervision agreement on raised funds or the Quartet supervision agreement on raised funds with the sponsor and the deposit bank as required, and the use of funds shall be supervised by the sponsor representative.
1. Initial public offering of a shares
