Huatai United Securities Co., Ltd
About Huafu Fashion Co.Ltd(002042) using raised funds
Verification opinions on replacement of self owned funds invested in raised investment projects in advance
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "sponsor") is the sponsor of Huafu Fashion Co.Ltd(002042) (hereinafter referred to as " Huafu Fashion Co.Ltd(002042) " or "listed company" or "company") non-public offering of shares, According to 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. 1 - standardized operation of listed companies on the main board, and In accordance with the provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 - sponsor business, the matters of Huafu Fashion Co.Ltd(002042) using raised funds to replace self owned funds invested in raised projects in advance have been verified. The specific circumstances are as follows:
1、 Overview of investment and replacement of raised funds
(I) basic information of raised funds
With the approval of the reply on approving Huafu Fashion Co.Ltd(002042) non-public shares issued by the China Securities Regulatory Commission (zjxk [2020] No. 2582), the listed company issued 274278835 ordinary shares to specific objects, raised 1140999953.60 yuan, and deducted 14624568.82 yuan of relevant issuance expenses (excluding tax), The net amount of funds actually raised by non-public offering was 1126375384.78 yuan. All the raised funds were in place on September 14, 2021, verified by Dahua certified public accountants, and issued the capital verification report on the paid in capital after Huafu Fashion Co.Ltd(002042) issuing 274278835 RMB common shares (A shares) (Dahua Yan Zi [2021] No. 000637).
As of January 10, 2022, the company has used a total of 337.9126 million yuan of raised funds, used temporarily idle raised funds for cash management, totaling 550 million yuan, and the balance of raised funds is 790.1855 million yuan (including 1.7227 million yuan of bank wealth management income). The balance of raised funds shall be deposited in the special account for raised funds of the company.
(II) changes of raised investment projects
On December 24, 2021, the listed company held the first extraordinary meeting of the eighth board of directors in 2021, deliberated and approved the proposal on changing part of the investment projects with raised funds, and agreed to change the company's 2021 non-public offering of shares raised funds investment project Huafu (Vietnam) 500000 new yarn project (phase I) to 300000 intelligent spinning industrial park project, For details, the company disclosed in the securities times, China Securities Journal and cninfo (www.cn. Info. Com. CN.) on December 25, 2021 Announcement on changing some investment projects with raised funds (2021-70).
On January 10, 2022, the change of this raised investment project has been deliberated and approved by the first extraordinary general meeting of shareholders of the listed company in 2022.
(III) overview of replacement
Unit: 10000 yuan
Total investment amount of projects invested by raised funds commitment of raised funds as of the disclosure date, the amount of self owned funds to be replaced, the investment amount and the invested amount
300000 spindle intelligent spinning production 168000.00 79018.55 28272.94 28272.94 Industrial Park Project
Supplementary working capital 45000.00 33791.26 //
2、 Implementation of replacement of early investment with raised funds
Before the change of the raised investment project, in order to ensure the smooth implementation of the raised investment project, the company invested the raised investment project construction with its own funds in advance. As of January 10, 2022, the company has invested a total of 282729400 yuan in raised investment projects with its own funds. Dahua Certified Public Accountants (special general partnership) has reviewed the above amount and issued the verification report on Huafu Fashion Co.Ltd(002042) pre investment of raised capital investment projects with self raised funds (dahuahe Zi [2022] No. 000495). The arrangement of replacing the self owned funds invested in advance with the raised funds is as follows:
Unit: 10000 yuan
The amount of self owned funds invested by the implementation entity of the raised funds investment project and the planned replacement amount
300000 spindle intelligent spinning production Huafu Fashion Co.Ltd(002042) Co., Ltd. 28272.94 28272.94 Industrial Park Project Department
The company has not changed the purpose of the raised funds in disguise by replacing the self owned funds invested in advance with the raised funds this time, which 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.
3、 Relevant opinions
(I) deliberations of the board of directors
On January 19, 2022, the company held the first extraordinary meeting of the eighth board of directors in 2022, deliberated and approved the proposal on replacing the self owned funds invested in the early stage with the raised funds, and agreed that the company would replace the self owned funds invested in the early stage with the funds raised by non-public offering of shares.
(II) opinions of the board of supervisors
The company's use of raised funds to replace its own funds in advance complies with the provisions of laws, regulations and normative documents on the management of raised funds, does not affect the normal progress of the company's investment projects with raised funds, and does not change the purpose of raised funds in a disguised manner and damage the interests of all shareholders. It is agreed that the company will replace its own funds invested in advance with raised funds.
(III) opinions of independent directors
The company's use of raised funds to replace its own funds invested in advance meets the company's development needs and is conducive to the smooth progress of the project. The company uses the raised funds to replace its own funds that have been invested in advance. The replacement time is less than 6 months from the arrival time of the raised funds, which complies with the provisions of relevant laws, regulations and normative documents, does not affect the normal progress of the raised investment project, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders.
The company used the raised funds to replace the self owned funds invested in advance, and performed the necessary approval procedures. Therefore, we agree to this replacement.
(IV) CPA's assurance opinion
Huafu Fashion Co.Ltd(002042) Dahua Certified Public Accountants (special general partnership) has verified the use of raised funds to replace self owned funds invested in raised funds investment projects in advance, and issued the verification report of Huafu Fashion Co.Ltd(002042) self raised funds invested in raised funds investment projects in advance (Dahua He Zi [2022] No. 000495).
4、 Verification opinions of the recommendation institution
After verification, Huatai United Securities believes that: Huafu Fashion Co.Ltd(002042) the matter of using the raised funds to replace the self owned funds invested in the raised investment project in advance has been deliberated and approved by the board of directors and the board of supervisors of the listed company, the independent directors have issued clear consent opinions, and Dahua Certified Public Accountants (special general partnership) has issued an assurance report and fulfilled the necessary approval procedures. Huafu Fashion Co.Ltd(002042) the use of the raised funds to replace the self owned funds invested in the raised investment project in advance does not change the purpose of the raised funds and damage the interests of shareholders, will not affect the normal progress of the raised funds investment project, and the replacement time is no more than six months from the arrival time of the raised funds, Comply 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, and 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 regulations and the management system of raised funds of listed companies. The recommendation institution has no objection to Huafu Fashion Co.Ltd(002042) the use of the raised funds to replace the self owned funds invested in the raised investment project in advance.
(there is no text on this page, which is the signature page of the verification opinions of Huatai United Securities Co., Ltd. on Huafu Fashion Co.Ltd(002042) using the raised funds to replace the self owned funds invested in the raised investment project in advance)
Mu Jing Yu sang Qi
Huatai United Securities Co., Ltd
