About Jinfa Labi Maternity & Baby Articles Co.Ltd(002762)
Special assurance report on the deposit and use of raised funds in 2021
Huaxing zhuanzi [2022] No. 21012420036 Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) all shareholders:
We have accepted the entrustment to carry out the assurance work on the attached special report on the annual deposit and use of the raised funds of Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) (hereinafter referred to as “the company”) as of December 31, 2021.
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) the responsibility of the board of directors is to provide true, legal and complete relevant materials and prepare a special report on the annual deposit and use of raised funds in accordance with the requirements of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (Revised in 2022) and the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board (2022), And ensure that its contents are true, accurate and complete, and there are no false records, misleading statements or major omissions. Our responsibility is to express assurance opinions on the special report on the annual storage and use of raised funds on the basis of the implementation of assurance work.
We have carried out the assurance work 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, so as to obtain reasonable assurance that there is no material misstatement in the special report on the annual storage and use of raised funds. In the process of performing assurance work, we implement understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
We believe that the special report on the annual deposit and use of Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) raised funds complies 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 (revised in 2022) and the guidelines for the self discipline supervision of listed companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (2022) and the relevant format guidelines, It truthfully reflects the deposit and use of the raised funds of Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) as of December 31, 2021 in all major aspects.
This assurance report is only for the purpose of disclosure of Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) 2021 annual report and shall not be used for any other purpose.
Huaxing certified public accountants, Chinese Certified Public Accountants:
(special general partnership)
Chinese certified public accountant:
Fuzhou, China April 14, 2002
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) board of directors
Special report on the deposit and use of raised funds in 2021 I. Basic information of raised funds
With the approval of “zjxk [2015] No. 965” document of China Securities Regulatory Commission, Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) issued 17 million RMB ordinary shares (A shares) to the public for the first time, with a par value of 1.00 yuan per share and an issue price of 26.00 yuan per share, and the total amount of funds raised was 44200000000 yuan. After deducting the issuance fee of RMB 4549000000, the net amount of raised funds is RMB 39651000000. All the raised funds have been received on June 5, 2015, and have been verified by Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership) and issued the capital verification report (ghyz [2015] No. g14001510209).
On December 10, 2011, the company held the third extraordinary general meeting of shareholders in 2011 to consider and approve the proposal on the proposed investment project of the funds raised by public offering. On April 7, 2014, the company held the 2014 Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) first extraordinary general meeting of shareholders, deliberated and approved the proposal on Amending the proposal on the company’s application for initial public offering and listing. The funds raised from this IPO will be used preferentially for the construction of “marketing network construction project” and “information construction project”. Before the raised funds are in place, the company will first invest with self raised funds according to the actual situation of the project, and replace them after the raised funds are in place. If the funds raised by IPO cannot meet the needs of “marketing network construction project” and “information construction project”, the company will make up through its own funds or other ways; If there is surplus after the funds raised from the issuance of new shares meet the above needs, the remaining funds will be used to supplement working capital first, and the upper limit of supplementary working capital shall not exceed 150 million yuan.
As of December 31, 2021, the use and balance of the company’s raised funds are as follows:
Project amount
Received amount of raised funds (underwriting fee and recommendation fee deducted) 40477000000
Less: attorney fees, audit fees, statutory information disclosure and other issuance expenses 82 Shanghai Pudong Development Bank Co.Ltd(600000) 0
Net amount of actually raised funds 39651000000
Less: accumulated used raised funds 2 Zhejiang Chenfeng Science And Technology Co.Ltd(603685) 9436
Less: permanent supplementary working capital 16148239180
Plus: net amount of interest income of raised funds minus handling charges 2534098616
Unused balance of raised funds
The company held the 25th meeting of the third board of directors and the 20th meeting of the third board of supervisors on July 19, 2019
At the meeting, the first extraordinary general meeting of shareholders in 2019 was held on August 5, 2019, and the proposal on closing some investment projects with raised funds and permanently replenishing the remaining raised funds with working capital was deliberated and adopted. In view of the completion of the marketing network construction project, in order to improve the use efficiency of raised funds, in accordance with the stock listing rules of Shenzhen Stock Exchange According to the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange (2015 Revision) and other relevant regulations, the company will close the project and permanently supplement the working capital with the balance raised funds (the specific amount shall be subject to the amount on the transfer date) for the company’s production and operation activities to improve the efficiency of fund use.
On May 20, 2020, the company held the 2019 annual general meeting of shareholders and approved the proposal on permanently replenishing working capital with part of the raised funds of the marketing network construction project and explaining the implementation of the project. The company plans to suspend the decoration and upgrading of one flagship store and one comprehensive experience store in the “marketing network construction project”, and use all the decoration balance to permanently replenish working capital. From October 8, 2019 to June 23, 2020, the company transferred a total of 15586283187 yuan of raised funds to the basic account. So far, the permanent replenishment of working capital of marketing network construction project funds has been completed.
The 2020 annual general meeting of shareholders of the company held on May 20, 2021 deliberated and approved the proposal on permanent replenishment of working capital with funds raised from information construction project closure and balance projects. Due to the smooth progress of the information construction project in the promotion process, the later verification and improvement time is shorter than the original expected time, and meets the closing standard, the information construction project is closed and the remaining raised funds will be permanently supplemented with working capital. On June 9, 2021, the company transferred the raised fund with the balance of 561955993 yuan to the basic account. So far, the permanent replenishment of working capital by the fund of information construction project has been completed.
As of December 31, 2021, all the raised capital accounts of the company have been closed.
2、 Deposit and management of raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, the company has formulated the management system of raised funds and adopted a special account for the storage of raised funds in accordance with the provisions and requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations and in combination with the actual situation of the company.
The company has opened three special users for raising funds through public offering, namely: Bank Of China Limited(601988) Shantou Fupu sub branch’s special account with an account number of 713365488244, Bank Of China Limited(601988) Shantou Fupu sub branch’s special account with an account number of 695165487483, Bank Of Communications Co.Ltd(601328) Shantou Tongan sub branch’s special account with an account number of 445899999101 Zhongyan Technology Co.Ltd(003001) 553. The company has signed the tripartite supervision agreement on raised funds with the sponsors Gf Securities Co.Ltd(000776) , Bank Of China Limited(601988) Shantou Fupu sub branch and Bank Of Communications Co.Ltd(601328) Shantou Tong’an sub branch on July 7, 2015. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement provided in the detailed rules for the administration of raised funds of listed companies on the SME Board of Shenzhen Stock Exchange, and there is no problem in the performance of the tripartite supervision agreement. The three special accounts are respectively used for the storage and use of funds raised by marketing network construction projects, information system construction projects and supplementary working capital projects, and shall not be used for other purposes.
The company held the 22nd Meeting of the second board of directors on August 24, 2016, the 11th meeting of the third board of directors on August 28, 2017 and the 19th meeting of the third board of directors on July 12, 2018, respectively, deliberated and adopted the proposal on using idle self owned funds and idle raised funds to purchase financial products, the proposal on using idle self owned funds and raised funds to purchase financial products The proposal on using temporarily idle self owned funds and raised funds for cash management, in order to improve the use efficiency of idle raised funds and make rational use of idle raised funds, on the premise of ensuring that the construction progress of raised investment projects will not be affected, idle raised funds of no more than 150 million yuan will be used to purchase fixed income products such as short-term bank principal guaranteed financial management within one year from the date when the above proposal is adopted by the board of directors, Within the above limit, the funds for purchasing principal guaranteed financial products can be used on a rolling basis. During the term of validity, the company will purchase bank principal guaranteed financial products according to the capital investment plan. The investment period of a single bank principal guaranteed financial product shall not exceed 12 months. The investment varieties are principal guaranteed and short-term (no more than 12 months) bank financial products. The short-term bank property products have principal guaranteed agreements, It does not involve stocks and their derivatives, securities investment funds, entrusted wealth management products for securities investment and other securities related investment behaviors specified in the guidelines for the standardized operation of small and medium board listed companies of Shenzhen Stock Exchange (revised in 2015).
As of December 31, 2021, all the raised funds of the company have been closed after being used in the special bank account. The details are as follows:
Deposit bank account nature bank account number amount
Bank Of China Limited(601988) Shantou Fupu sub branch special user of raised funds 713365488244 has been cancelled
Bank Of China Limited(601988) Shantou Yipu sub branch fund raising special user 695165487483 has been cancelled
Bank Of Communications Co.Ltd(601328) Shantou Tong’an sub branch fund raising user 44589999010 Zhongyan Technology Co.Ltd(003001) 553 has been cancelled
total
Since the raised funds in the special account for replenishing working capital have been used up according to the specified purpose, and the fund balance of the company in the special account is 0.00 yuan, the company handled the cancellation of the special account for raising funds (Account No.: 695165487483) in Bank Of China Limited(601988) Shantou Fupu sub branch on September 26, 2016; At the same time, the tripartite supervision agreement on raised funds originally signed by the company with Bank Of China Limited(601988) Shantou Fupu sub branch and the sponsor Gf Securities Co.Ltd(000776) has also been terminated accordingly.
In view of the fact that the marketing network construction project has been used up according to the specified purpose, and the company’s funds in the special account have been permanently replenished with working capital, with a balance of 0.00 yuan, the company handled the project at Bank Of China Limited(601988) Shantou Fupu sub branch on June 23, 2020
Cancellation procedures of the special account for raised funds (Account No.: 713365488244); At the same time, the company’s special account was originally with Bank Of China Limited(601988)
The tripartite supervision agreement on raised funds signed by Shantou Fupu sub branch and the sponsor Gf Securities Co.Ltd(000776) is also consistent
Shall terminate.
Whereas the information construction project has been used up according to the specified purpose, and the company’s funds in the special account have been permanently replenished
The company handled the raising procedure at Bank Of Communications Co.Ltd(601328) Shantou Tong’an sub branch on June 9, 2021
Cancellation procedures of special fund collection account (Account No.: 44589999010 Zhongyan Technology Co.Ltd(003001) 553); At the same time, the company shall pay the original amount to the special account
The tripartite supervision agreement on raised funds signed by Shantou Tong’an sub branch of Tongtong bank and the sponsor Gf Securities Co.Ltd(000776) was also terminated accordingly.
So far, all three special users of the company’s raised funds have been cancelled.
3、 Actual use of raised funds in the current period
Comparison table of fund use of fund-raising projects
As of December 31, 2021
