Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Special verification report on the deposit and use of raised funds in 2021
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation”, “recommendation agency”) acts as a recommendation agency for the non-public offering of shares of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (formerly known as Hunan Dakang International Agricultural Food Co., Ltd., hereinafter referred to as ” Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) ” or “company”), 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. 13 – recommendation business, 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 deposit and use of the raised funds in Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) 2021 were checked. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of the reply on Approving the non-public development of shares of Hunan Dakang international agricultural and Food Co., Ltd. (zjxk [2019] No. 2583) issued by China Securities Regulatory Commission, the company was approved to issue 888888888888 ordinary shares (A shares) in RMB to Shanghai Pengxin agricultural investment (Group) Co., Ltd. at an issue price of 1.80 yuan / share, and the total amount of raised funds was 15999999840 yuan, After deducting the expenses related to the issuance of RMB 743250033, the net amount of raised funds is RMB 159256749807. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), and the capital verification report (tjyz [2020] No. 2-15) was issued on April 28, 2020. (II) use and balance of raised funds
As of December 31, 2021, the company has actually used 8394343 million yuan of raised funds (including 5425675 million yuan of permanent replenishment of working capital and 1260345 million yuan of self raised funds invested in raised projects in advance in 2020), and temporarily replenished 650 million yuan of working capital; The net amount of bank deposit interest received from January to December 2021 after deducting bank handling charges is 1.7417 million yuan, and the exchange loss is 1.8281 million yuan; The net amount of bank deposit interest received from January to December 2020 after deducting bank handling charges is 5.5289 million yuan, with exchange loss
The loss was 123881 million yuan; As of December 31, 2021, the accumulated net amount of bank deposit interest received after deducting bank handling charges is 7.2706 million yuan, and the accumulated exchange loss is 142162 million yuan; In 2020, the use of raised funds to purchase structured deposits obtained an investment income of 529200 yuan. As of December 31, 2021, the balance of raised funds was 967218 million yuan.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, the company, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self regulatory supervision of listed companies No. 1 – standardized operation of companies listed on the main board, and in combination with the actual situation of the company, Formulated the management system of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) raised funds (hereinafter referred to as the management system).
According to the management system, the company has implemented a special account for the raised funds, established a special account for the raised funds in the bank, and together with the sponsor Shenwan Hongyuan Group Co.Ltd(000166) underwriting, the sponsor signed the tripartite supervision agreement for the raised funds with Kunming Branch of Guangdong Development Bank Co., Ltd. on April 30, 2020 and Shanghai Rural Commercial Bank Co.Ltd(601825) on May 8, 2020, respectively, clarifying the rights and obligations of all parties. The three parties did not strictly supervise the use of the raised funds in accordance with the model agreement of Shenzhen Stock Exchange.
According to the management system, Ruili penghe agricultural and Food Development Co., Ltd. (hereinafter referred to as Ruili penghe company), Kangrui (Myanmar) agricultural and animal husbandry development Co., Ltd. (hereinafter referred to as Kangrui Myanmar company), together with the company and the sponsor Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor, respectively, and Kunming Branch of Guangdong Development Bank Co., Ltd Shanghai Rural Commercial Bank Co.Ltd(601825) signed the four party supervision agreement on raised funds, which defined the rights and obligations of all parties. There is no significant difference between the four party regulatory agreement and the model three-party regulatory agreement of Shenzhen Stock Exchange. Ruilipenghe company and Kangrui Myanmar company have strictly complied with the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the company has four special accounts for raised funds, and the deposits of raised funds are as follows:
Unit: RMB
Opening bank account name opening account number closing balance
Shanghai Rural Commercial Bank Co., Ltd. Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) 50131 Sichuan Jiuzhou Electronic Co.Ltd(000801) 5852031832281943 Guangdong Development Bank Co., Ltd. Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) 95508800489258001941272785127 Kunming Branch Shanghai Rural Commercial Bank Co., Ltd. Kangrui (Myanmar) agriculture and animal husbandry development Co., Ltd. nra514319010 Ping An Bank Co.Ltd(000001) 5441985610340
Guangfa Bank Co., Ltd. Ruili penghe agricultural food development 9550882177673 Hongda High-Tech Holding Co.Ltd(002144) 581505728 Kunming Branch Co., Ltd
Total 9672183138
3、 Actual use of raised funds this year
Please refer to the attached table for the investment of raised capital projects in 2021 (see the attached table).
4、 Change the use of funds of raised investment projects
In 2021, the company did not change the investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
1. 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.
2. There are no violations in the deposit, use, management and disclosure of the company’s raised funds.
6、 Concluding comments on the assurance report issued by the accounting firm on the deposit and use of the company’s annual raised funds
After verification, zhongxinghua Certified Public Accountants (special general partnership) believes that the special report on the annual storage and use of raised funds in 2021 prepared by the board of directors of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) company complies with the provisions of self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and relevant format guidelines, and truthfully reflects the actual storage and use of raised funds of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) company in 2021.
7、 Main verification work of the recommendation institution
Through data review, on-site inspection, interview and communication, the company checked the storage and use of the raised funds and the implementation of the investment projects of the raised funds. The main verification methods include checking the bank statements, financial vouchers, company announcements and other relevant reports and documents of the raised funds.
8、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) the deposit and use of the raised funds in 2021 comply with the provisions of regulations and documents such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, and the raised funds have been stored and used in a special account, without changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, The specific use of the raised funds is consistent with that disclosed by the company, and there is no illegal use of the raised funds. The recommendation institution has no objection to the deposit and use of the raised funds in Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) 2021.
Attached table:
Comparison table of use of raised funds (non-public offering of common shares (A shares))
January December 2021
Prepared by: Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) unit: RMB 10000
The total amount of raised funds is 15925675, and the total amount of raised funds invested in this year is 1465231
During the reporting period, the total amount of funds raised for changing purposes 0 totaled 839434300 yuan, of which the total amount of funds raised for changing purposes 0 in each year was 0, and the total amount of funds raised that have been invested were respectively:
2020: 6929112 million yuan;
The proportion of total raised funds with accumulative change of purpose is 0%. 2021: 1465231 million yuan
Whether the committed investment projects and over raised funds have been changed, whether the total investment amount of the raised funds after adjustment has been accumulated by the end of the period, whether the investment projects at the end of the period have reached the expected annual realization, and whether the project feasibility fund has been invested in the project (including part of the total investment amount) (1) the amount is calculated as the progress of the investment amount (%) (3) Fixed availability benefit (whether the estimated benefit has changed again) (2) = (2) / (1) large change in status date
Committed investment projects
1. Whether 500000 beef cattle in Myanmar are raised or not, the project is still in progress
Project no 1485000083 China Baoan Group Co.Ltd(000009) 163511332277 16.05% may 2023 – not all completed no
work
2. Ruili beef cattle industry base no, the project is still in progress
No construction project 395000022 Shenzhen Fountain Corporation(000005) 488801636391 74.38% may 2023 – 187460 not all completed no
work
3. Supplementary working capital 10000000
