Huafu Securities Co., Ltd
About Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Verification opinions on the deposit and use of raised funds in 2021
Huafu Securities Co., Ltd. (hereinafter referred to as “Huafu securities” or “sponsor”) is a sponsor that is performing the continuous supervision of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as ” Zhanjiang Guolian Aquatic Products Co.Ltd(300094) ” or “company”), In accordance with the requirements of relevant laws, regulations and normative documents such as 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 funds raised by listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, The deposit and use of raised funds in Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2021 were checked. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) actual raised funds
With the approval of the reply on the approval of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) non-public development of shares issued by the China Securities Regulatory Commission (zjxz [2018] No. 1575), the subscribers of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) non-public offering of shares are Guangdong agricultural supply side structural reform fund partnership (limited partnership), China Huarong Asset Management Co., Ltd., song Jiajun Li Yabao’s non-public issuance of RMB ordinary shares totaled 125773195 shares, with an issue price of 4.85 yuan / share. The total amount of funds raised was 6099999575 yuan. After deducting 758471698 yuan of issuance expenses and other related expenses, the net amount of funds actually raised was 60241527877 yuan. On February 12, 2019, Ruihua Certified Public Accountants (special general partnership) verified the availability of funds raised by this non-public offering and issued the capital verification report (Ruihua Yan Zi [2019] No. 48120003).
(II) amount used in previous years, use and balance in this reporting period
As of December 31, 2020, the company has used a total of 512399400 yuan (including the part invested in advance in the early stage of replacement), used some idle raised funds to temporarily supplement the working capital of 90 million yuan, and the balance of the special account for the storage of raised funds is 3300 yuan.
During the reporting period, the investment amount of the company’s raised funds was 12600 yuan, and the surplus raised funds of the raised investment projects have permanently supplemented the working capital. As of December 31, 2021, the special account for raised funds has been closed.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company’s raised funds, improve the use efficiency of the raised funds and effectively protect the rights and interests of investors. The company has formulated the measures for the administration of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) raised funds in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem issued by Shenzhen Stock Exchange The supervision and report on the use of funds have made detailed provisions, and the special account storage system is adopted for the raised funds of the company.
According to the requirements of Shenzhen Stock Exchange and relevant regulations, the company has implemented a special account for the raised funds, and signed a tripartite supervision agreement on the raised funds of this non-public offering with China Greatwall Securities Co.Ltd(002939) , China Construction Bank Corporation(601939) Zhanjiang Branch on February 20, 2019. There is no significant difference between the tripartite supervision agreement on raised funds signed by the company and the model tripartite supervision agreement of Shenzhen Stock Exchange.
During the reporting period, the company carried out the application and approval procedures specified in the measures for the administration of raised funds to ensure that the special funds were used for special purposes. The company fully guarantees the right of China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) “), independent directors and the board of supervisors to supervise the use and management of raised funds China Greatwall Securities Co.Ltd(002939) as the sponsor of the company’s non-public offering of shares, it exercises its supervision power by means of on-site investigation and written inquiry; The company authorizes its designated sponsor representative to inquire and copy the information of the company’s special account at the commercial bank at any time, and the company and the commercial bank actively cooperate; The performance of the tripartite supervision agreement is normal. On October 15, 2021, the special account for the raised funds has been closed.
In 2021, the company hired Huafu securities as the sponsor of the company’s issuance of A-Shares to specific objects in 2021. The continuous supervision work China Greatwall Securities Co.Ltd(002939) has not been completed by Huafu securities. When the company changed the sponsor, the raised funds of the company had been used up and the special account of raised funds had been closed, so the company did not re sign the tripartite supervision agreement on raised funds with Huafu securities.
(II) storage of special account for raised funds
As of December 31, 2021, the deposit of the company’s raised funds in the special account is as follows:
Unit: RMB 10000
Remarks on initial deposit amount of deposit bank account No
China China Construction Bank Corporation(601939) Zhanjiang 440501683650 Shenzhen Zhenye(Group)Co.Ltd(000006) 976024153 account closed
branch
Total 6024153-
On September 24, 2021, the company held the third extraordinary general meeting of shareholders in 2021, which deliberated and approved the proposal on closing the investment project of non-public development bank stock raised funds and permanently replenishing the surplus raised funds with working capital. In view of the fact that the company’s “healthy marine food intelligent manufacturing and quality safety control center project” has reached the predetermined usable state, the above-mentioned raised investment projects are closed, And permanently replenish the working capital with the surplus raised funds of the raised investment project. On October 15, 2021, the special account for the raised funds has been closed.
2、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
In 2021, the actual use of the company’s raised funds is shown in the “comparison table of the use of raised funds” (see the attached table).
(II) change of purpose of raised funds
In 2021, the company did not change the purpose of the raised funds.
(III) changes in the place and mode of implementation of the project invested with raised funds
The project is implemented in Huangpo County Industrial Park, Wuchuan City, Zhanjiang City, Guangdong Province. There was no change in implementation mode in 2021.
(IV) advance investment and replacement of investment projects with raised funds
According to the Zhanjiang Guolian Aquatic Products Co.Ltd(300094) 2017 non-public development bank stock plan (revised for three times), the investment projects of the funds raised by the company’s non-public offering are as follows:
Unit: RMB 10000
No. project name investment amount raised fund proposed investment amount
1 healthy marine food intelligent manufacturing and quality and safety control center project 78518207352000
Total – 78518207352000
Before the funds raised from this non-public offering are in place, if the company has used bank loans and its own funds to invest and operate some of the investment projects of the raised funds, after the raised funds are in place, the company will replace this part of the funds in accordance with the procedures specified in the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant laws and regulations.
In order to ensure the smooth progress of the investment projects with raised funds, the above projects have been invested in advance by the company with self raised funds before the raised funds are actually in place. As of February 19, 2019, the company has invested RMB 34764663411 in the above investment projects with self raised funds in advance, Ruihua Certified Public Accountants (special general partnership) issued the authentication report on the report of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) pre investment of raised funds in investment projects with self raised funds (Ruihua He Zi [2019] No. 48120001), and verified and confirmed the pre investment of self raised funds in investment projects with raised funds. The specific conditions are as follows:
Unit: RMB
No. project name total committed investment of raised funds up to February 19, 2019 amount invested in advance with self raised funds
1 healthy marine food intelligent manufacturing and quality safety 7352000 Digital China Group Co.Ltd(000034) 764663411 control center project
On March 5, 2019, the 13th meeting of the 4th board of directors of the company deliberated and approved the proposal on replacing self raised funds invested in projects with raised funds in advance. The board of directors agreed that the company should replace self raised funds invested in projects with raised funds in advance. All the funds invested in the investment projects with raised funds in advance before the arrival of the company’s raised funds are self raised by the company. As of February 19, 2019, the actual investment amount invested in the investment projects with raised funds in advance by the company is 34764663411 yuan. The company replaces this part of funds in accordance with the procedures specified in relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange.
The implementation of the advance investment in the replacement of the raised funds has not changed or changed the purpose of the raised funds in a disguised form, and has not affected the normal progress of the investment plan of the raised funds. The replacement time is less than 6 months from the arrival time of the raised funds, Comply with the relevant provisions of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the company’s management system for raised funds.
(V) temporary replenishment of working capital with idle raised funds
On February 20, 2020, the 25th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. The board of directors agreed that the company would use some idle raised funds of 90 million yuan to temporarily supplement working capital of the company on the premise of ensuring the capital demand for the construction of raised funds investment projects and the normal progress of raised investment projects, The service life shall be no more than 12 months from the date of deliberation and approval by the board of directors, and shall be returned to the special account for raised funds upon expiration. The above-mentioned idle raised funds of 90 million yuan have been temporarily used to supplement the company’s working capital for daily operating expenses, payment for suppliers and purchase of raw materials.
On February 19, 2021, the third meeting of the Fifth Board of directors of the company deliberated and approved the proposal on delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily, and continued to use some idle raised funds of 90 million yuan to supplement the working capital of the company. The service life is no more than 12 months from the date of deliberation and approval by the board of directors, and the special account for raised funds will be returned at the expiration.
On August 25, 2021, the sixth meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on closing the investment projects of non-public development banks’ stock raised funds and permanently supplementing the surplus raised funds with working capital. The board of directors of the company believes that: according to the project planning, combined with the actual situation and on the premise of ensuring the project quality, the company has strengthened the cost supervision and control of the project based on the principles of economy, rationality and effectiveness. By controlling the budget and cost, making effective use of multi-party resources, reducing the project construction cost and expense, using some government support funds and domestic substitution of some equipment, the company has saved some raised funds. In view of the company’s “healthy marine food intelligent manufacturing and quality and safety control center project” has reached the predetermined usable state, it is agreed to close the above-mentioned raised investment projects, and permanently supplement the working capital with the surplus raised funds of the raised investment projects.
On September 24, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on closing the investment projects with non-public development bank stock raised funds and permanently replenishing the surplus raised funds with working capital.
On October 15, 2021, the special account for the raised funds has been closed.
(VI) use of surplus raised funds
The company does not use the surplus funds of the raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VII) use of over raised funds
The company does not use over raised funds.
(VIII) purpose and destination of unused raised funds
The unused raised funds of the company have been permanently supplemented with working capital.
(IX) other information about the use of raised funds
There was no other use of raised funds in the company this year.
4、 Change the use of funds for investment projects with raised funds
The company did not change the use of funds for investment projects with raised funds in 2021.
5、 Raise funds to make
