Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820)
Special verification report on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities", "sponsor" or "sponsor") as a sponsor of Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) (hereinafter referred to as " Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) " or "company") for initial public offering of shares, in accordance with the measures for the Administration of securities issuance and listing sponsor business The stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business have verified the deposit and use of raised funds in Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 2021, and issued the following recommendation opinions:
1、 Funds raised by the company's initial public offering
(I) availability of raised funds
According to the reply on approval of Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) initial public offering (zjxk [2016] No. 2094) issued by China Securities Regulatory Commission on September 12, 2016, the company issued 32000000 ordinary shares to the public in November 2016, with an issue price of 16.60 yuan per share and a total raised capital of 531200000 yuan. After deducting the issuance expenses of RMB 37180000, the company received a total of RMB 494020000 of the raised funds. After deducting other issuance expenses of RMB 9590500 paid by the company, the actual net amount of the raised funds of A-Shares was RMB 484429500 (hereinafter referred to as the "raised funds"). The above funds were in place on November 14, 2016, which was verified by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) and issued PwC Zhongtian Yan Zi (2016) No. 1428 capital verification report.
(II) use and balance of raised funds in 2021
As of December 31, 2021, the company has used 1288883962 yuan of raised funds in this year, the total amount of raised funds used is 41682442324 yuan, and the balance of unused raised funds is 6760507676 yuan. The difference between the amount of unused raised funds deposited in the special account is 1524450224 yuan, which is the receipt of investment income and bank interest of due structured financial products and the deduction of bank handling charges.
2、 Deposit and management of raised funds
In order to standardize the management and use of raised funds, the company has formulated the measures for the management of Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) raised funds according to the actual situation. According to the measures, the company implements a special account for the deposit of raised funds. As of December 31, 2021, the balance of the special account for the deposit of unused raised funds is as follows:
Unit: RMB
Account balance of special account for raised funds
China Citic Bank Corporation Limited(601998) Tianjin Branch Business Department 8111401012800161252939888173
China Citic Bank Corporation Limited(601998) Tianjin Branch Business Department 8111401012 Beijing Tiantan Biological Products Corporation Limited(600161) 2517345069727
In order to standardize the management of the company's raised funds and protect the rights and interests of investors, in accordance with relevant laws and regulations, the company signed the tripartite supervision agreement on raised funds with the sponsor China Securities Co.Ltd(601066) and China Citic Bank Corporation Limited(601998) Tianjin Branch on November 14, 2016; In January 25, 2017, the Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) eighteen Street fried dough twist (Tianjin) Co., Ltd. and its sponsor China Securities Co.Ltd(601066) and China Citic Bank Corporation Limited(601998) Tianjin branch signed the three party supervision agreement on the raising of funds.
3、 Actual use of raised funds in 2021
For the use of the company's raised funds in 2021, see attached table 1 comparison table of the use of raised funds. (I) use of funds for investment projects with raised funds
In 2021, the company actually used the raised funds of RMB 1288883962. See Schedule 1 comparison table of the use of raised funds for the specific use.
(II) changes in the place and mode of implementation of the project invested with raised funds
The implementation location of the company's raised investment project has not changed.
1. In view of the changes in the market environment and consumer demand, taking into account the needs of the company's strategic layout and actual implementation, the company adjusted the construction content and amount distribution of the original raised funds investment project and extended the scheduled time for the project to reach the usable state with the approval of the first extraordinary general meeting of shareholders in 2019 held on October 15, 2019. The company disclosed the announcement on the adjustment and extension of some raised investment projects on September 30, 2019, which introduced the specific conditions of the adjustment and extension of raised investment projects in detail.
2. Considering the impact of the epidemic and market uncertainty, in order to ensure the construction effect of the raised investment project and allocate resources reasonably and effectively, the third meeting of the Fourth Board of directors of the company adopted a resolution to extend the scheduled time for the raised investment project to reach the usable state. The company disclosed the announcement on the extension of raised investment projects on November 16, 2021, detailing the specific circumstances of the extension.
(III) advance investment and replacement of investment projects with raised funds
With the approval of the eighth meeting of the second board of directors held on January 20, 2017, the company invested a total of RMB 19455050000 in the raised projects with self raised funds in advance, which has been replaced with the raised funds. The report on the investment projects invested with self raised funds in advance has been verified by PwC Zhongtian Certified Public Accountants (special general partnership), and PwC Zhongtian special audit Zi (2017) No. 0095 has been issued.
As of December 31, 2017, the company has replaced the self raised funds invested in advance with the raised funds of RMB 19455050000, and the implementation has been completed.
(IV) cash management with idle raised funds
During the reporting period, the company did not use the raised funds to purchase relevant bank financial products.
(V) temporary replenishment of working capital with idle raised funds
The company does not temporarily supplement working capital with idle raised funds.
(VI) use of surplus raised funds
As of December 31, 2021, the raised funds are still in the process of investment, and the company has no surplus of raised funds.
(VII) use of over raised funds
The company does not use over raised funds.
(VIII) purpose and destination of unused raised funds
As of December 31, 2021, the balance of the company's unused raised funds totaled 6760507676 yuan. These unused raised funds will continue to be used for the raised investment projects promised by the company. (IX) other information about the use of raised funds
There was no other use of raised funds in the company during the reporting period.
4、 Change the use of funds for investment projects with raised funds
1. the company held the first provisional shareholders meeting in 2019 in October 15, 2019, and passed the "motion on the part of the investment and adjustment project and postponed". The resolution reduced the scale of construction of some fried dough twist production lines in the production base of the airport economic zone, increased the input of the marketing network construction, and extended the project's scheduled time to achieve the service state.
2. Considering the impact of the epidemic and market uncertainty, in order to ensure the construction effect of the raised investment project and allocate resources reasonably and effectively, the third meeting of the Fourth Board of directors of the company adopted a resolution to extend the scheduled time for the raised investment project to reach the usable state. The company disclosed the announcement on the extension of raised investment projects on November 16, 2021, detailing the specific circumstances of the extension.
See attached table 2 of this report for the change of investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
There is no information about the use of raised funds disclosed by the company that has not been disclosed in a timely, true, accurate and complete manner; There are no violations in the deposit, use, management and disclosure of the company's raised funds.
6、 Special verification opinions of Accountants on the annual storage and use of raised funds
Lixin Certified Public Accountants (special general partnership) conducted a special audit on Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 2021 special report on the deposit and use of raised funds and issued the authentication report on Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 2021 special report on the deposit and use of raised funds. According to the report, Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) the special report on the deposit and use of raised funds in 2021 is 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 (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The preparation of the relevant provisions of 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. 2 - announcement format truthfully reflects the deposit and use of raised funds in Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 2021.
7、 Verification of recommendation institutions
The deposit and use of Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) raised funds and the implementation of investment projects with raised funds were verified through reviewing materials, communication and inquiry.
8、 Verification opinions of the recommendation institution
After verification, the deposit and use of the raised funds in Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 2021 were standardized, and the raised funds were stored and used in a special account. There was no change in the purpose of the raised funds and damage to the interests of shareholders Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, it has fulfilled the information disclosure obligations related to the raised funds, and the actual use of the raised funds is consistent with the company's information disclosure documents. There is no objection to the deposit and use of the company's raised funds in 2021.
(there is no text on this page, which is the signature and seal page of China Securities Co.Ltd(601066) special verification report on the deposit and use of raised funds in Tianjin Guifaxiang 18Th Street Mahua Food Co.Ltd(002820) 2021) signature of the sponsor representative:
Lin Xuan, Yu Honggang
China Securities Co.Ltd(601066)
specific date
2022 4 22
Comparison table of use of raised funds
Unit: RMB
The total amount of raised funds is 48442950000, and the total amount of raised funds invested in this year is 1288883962
Total amount of raised funds with changed purposes during the reporting period
The accumulated total amount of raised funds for changing purposes is 1867838700, and the accumulated total amount of raised funds invested is 41682442324. The proportion of the accumulated total amount of raised funds for changing purposes is 3.86%
Whether the project can be committed to investment projects and over raised funds have been changed. After the adjustment of the committed investment of raised funds, the cumulative investment by the end of the period. Whether the projects invested by the end of the period reach the expected level can be realized this year is whether the funds are invested in the project (including part of the total capital) (1)
