CITIC Securities Co., Ltd.
Audit Opinion on the Termination of Raised Funds Investment Projects by Huoxingren Kitchenware Co., Ltd.
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" or "Sponsor") is the sponsor for the convertible bond project of Huoxingren Kitchenware Co., Ltd. (hereinafter referred to as "Huoxingren" or "the Company"). In accordance with the "Administrative Measures for Securities Issuance and Listing Sponsorship Business," the "Supervision Rules for Listed Companies' Raised Funds," the "Shenzhen Stock Exchange GEM Stock Listing Rules," and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Management Guide No. 2 - Norms for Operations of GEM Listed Companies," and other relevant laws, regulations, and normative documents, CITIC Securities has conducted a thorough and prudent review of Huoxingren's termination of raised funds investment projects. The specific review findings are as follows:
I. Overview of the Termination of Raised Funds Investment Projects
(I) Basic Situation of Raised Funds
With the approval of the China Securities Regulatory Commission's (hereinafter referred to as "CSRC") "Approval on the Registration of Huoxingren Kitchenware Co., Ltd. for Issuing Convertible Corporate Bonds to Unspecified Targets" (Securities Regulatory Permit (2022) No. 1465), the Company issued 5,289,990 convertible corporate bonds to unspecified targets, with each bond having a face value of RMB 100. The total amount of raised funds was RMB 528,999,000.00. After deducting expenses directly related to the issuance of convertible corporate bonds, amounting to RMB 10,246,255.72 (excluding tax), the net amount of raised funds was RMB 518,752,744.28. The receipt of these raised funds was verified by Tianjian Certified Public Accountants (Special General Partnership) and confirmed in their "Verification Report" (Tianjian Verification [2022] No. 407).
The Company has implemented a special account system for managing raised funds. Upon receipt, all raised funds have been deposited into a special account for raised funds approved by the Company's Board of Directors. The Company has signed a supervision agreement for the raised funds with the Sponsor and the commercial banks where the funds are deposited.
(II) Situation of Raised Funds Investment Projects
According to the Prospectus and the resolutions of the 13th meeting of the third Board of Directors, the Company's raised funds investment projects and their utilization plans are as follows:
| Project Number | Project Name | Total Project Investment | Raised Funds Investment Amount | Adjusted Raised Funds Investment Amount (Note) |
|---|---|---|---|---|
| 1 | Smart Kitchen Appliance Production Base Construction Project | 100,349.85 | 52,899.90 | 55,879.02 |
| Total | 100,349.85 | 52,899.90 | 55,879.02 |
Note: On November 24, 2023, the Company held the 13th meeting of the third Board of Directors and the 11th meeting of the third Supervisory Board, and on December 13, 2023, held the 2023 Fourth Extraordinary General Meeting of Shareholders. The proposal "Proposal on Terminating Some Raised Funds Investment Projects and Investing the Remaining Raised Funds into Other Raised Funds Investment Projects" was deliberated and approved. The Company agreed to terminate the "R&D Center and Information Technology Upgrade Project" based on the actual implementation of the project and the Company's actual operational development needs, and to invest the remaining raised funds from the terminated project into the "Smart Kitchen Appliance Production Base Construction Project." For details, please refer to the "Announcement on Terminating Some Raised Funds Investment Projects and Investing the Remaining Raised Funds into Other Raised Funds Investment Projects" disclosed by the Company on CNIinfo (http://www.cninfo.com.cn) on November 28, 2023 (Announcement No.: 2023-085).
(III) Situation of Planned Termination of Original Raised Funds Investment Projects and Actual Investment