Securities code: 002042 securities abbreviation: Huafu Fashion Co.Ltd(002042) Announcement No.: 2022-07 Huafu Fashion Co.Ltd(002042)
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips
Huafu Fashion Co.Ltd(002042) (hereinafter referred to as “the company”) convened the first extraordinary meeting of the eighth board of directors in 2022 and the second meeting of the eighth board of supervisors on January 19, 2022, deliberated and adopted the proposal on replacing the self owned funds invested in advance with the raised funds, and agreed that the company would replace the self owned funds invested in relevant projects with 282729400 yuan of the funds raised by non-public offering of shares, This matter does not need to be submitted to the general meeting of shareholders for deliberation. The details are hereby announced as follows:
1、 Overview of investment and replacement of raised funds
1. Basic information of raised funds
With the approval of the reply on approving Huafu Fashion Co.Ltd(002042) non-public shares issued by China Securities Regulatory Commission (zjxk [2020] No. 2582), the company issued 274278835 RMB common shares to specific objects, raised funds of 1140999953.60 yuan, and deducted relevant issuance expenses of 14624568.82 yuan (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, and have been verified by Dahua certified public accountants, which 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.
2. Changes of raised investment projects
The company held the first extraordinary meeting of the eighth board of directors in 2021 on December 24, 2021, 2022
On January 10, 2022, the first extraordinary general meeting of shareholders of the company was held, and the proposal on changing part of the investment projects with raised funds was passed. It was agreed to change the company’s 2021 non-public offering of shares to Huafu (Vietnam) 500000 spindle new yarn project (phase I) to 300000 spindle 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). 3. Overview of replacement
Unit: 10000 yuan
Total investment amount of investment items of raised funds raised funds commitment amount of self owned funds to be replaced as of the disclosure date amount of investment funds already invested
300000 spindle intelligent spinning 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 funds raised this time are in place, in order to ensure the smooth implementation of the project construction, the company will invest its own funds in the project construction in advance. As of January 10, 2022, the company has invested a total of 282729400 yuan in projects with its own funds. Dahua Certified Public Accountants (special general partnership) has reviewed the above amount and issued the assurance report on Huafu Fashion Co.Ltd(002042) pre investment of raised capital investment projects with self raised funds (dahuahe Zi [2022] No. 000495). The details are as follows:
Arrangements for replacing self owned funds invested in advance with raised funds:
Unit: 10000 yuan
Amount of self owned funds invested by the investment implementation entity of raised funds and planned replacement amount items
300000 spindle smart spinning Huafu Fashion Co.Ltd(002042) Co., Ltd. 28272.94 28272.94 yarn Industrial Park project company
The company replaces its own funds invested in advance with the raised funds, does not change the purpose of the raised funds in disguise, does not affect the normal progress of the investment plan of the raised funds, and the replacement time is less than six months from the arrival time of the raised funds.
3、 Relevant opinions
1. Deliberations of the board of directors
On January 19, 2022, the company held the first interim meeting of the eighth board of directors in 2022. The meeting deliberated and adopted the proposal on using raised funds to replace self owned funds invested in the early stage by 9 votes in favor, 0 votes against and 0 abstentions, and agreed that the company would replace its self owned funds invested in the early stage with non-public Development Bank shares.
2. Opinions of independent directors
After verification, 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.
3. Opinions of the board of supervisors
The company’s use of raised funds to replace its own funds invested in advance complies with the 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.
4. Opinions of the sponsor
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.
5. Assurance conclusion of accounting firm
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、 Documents for future reference
1. Resolutions of the first meeting of the eighth board of directors in 2022;
2. Resolutions of the second meeting of the 8th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the first meeting of the eighth board of directors in 2022; 4. Opinions of the recommendation institution;
5. Opinions of accounting firms.
It is hereby announced.
Huafu Fashion Co.Ltd(002042) board of directors January 21, 2002
