证券代码：605300 证券简称：佳禾食品 公告编号：2025-058 佳禾食品工业股份有限公司 关于使用部分暂时闲置募集资金进行现金管理的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 现金管理受托方：中信证券股份有限公司（以下简称"中信证券"） ? 现金管理金额：人民币 20,000 万元 ? 现金管理产品名称及期限：中信证券股份有限公司安泰保盈系列 1096 期收益凭证（315 天，定期观察是否敲出）、中信证券股份有限公司安享信取系 列 2701 期收益凭证（63 天） ? 履行的审议程序：本事项已分别经佳禾食品工业股份有限公司（以下简 称"公司"）第三届董事会第四次会议、第三届监事会第三次会议及 2024 年年 度股东大会审议通过。具体内容见公司 2025 年 4 月 26 日披露于上海证券交易所 网站（www.sse.com.cn）的《佳禾食品工业股份有限公司关于使用部分闲置募集 资金进行现金管理的公告》（公告编号：2025-030）。 ? 特别风险提示：尽管本次公司进行现金管理购买的理 ...

Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss two main proposals: changing the implementation subjects and locations of certain fundraising projects, and expanding the company's business scope while amending its articles of association [1][13]. Group 1: Proposal on Changing Implementation Subjects and Locations - The company plans to change the implementation subjects and locations of certain fundraising projects to enhance the efficiency of fund usage and align with its strategic planning and business needs [6][10]. - The total investment amount for the fundraising projects will remain unchanged, and there will be no adverse impact on the fundraising projects or shareholder interests [12]. - The new implementation subject will be Xigao Institute (Xiamen) Electric Research Institute Co., Ltd., which is positioned as a new R&D institution with testing service capabilities [11][12]. Group 2: Proposal on Expanding Business Scope and Amending Articles of Association - The company intends to expand its business scope to include manufacturing and sales of testing machines and experimental analysis instruments, among other activities [13][14]. - The amendments to the articles of association will reflect the expanded business scope, ensuring compliance with regulatory requirements [15]. - The company seeks authorization from the shareholders to handle the necessary business registration changes related to the amendments [15].

Core Viewpoint - The company Guo'an Da (300902.SZ) announced a share reduction plan by its controlling shareholders, which is not expected to significantly impact the company's governance structure or control [1][2]. Group 1: Shareholding and Reduction Plans - Controlling shareholder Hong Weiyi plans to reduce his holdings by up to 1,810,000 shares, representing 0.9956% of the total share capital, within three months after a 15 trading day period from the announcement [1]. - Hong Qingquan, another controlling shareholder, also plans to reduce his holdings by up to 1,810,000 shares, representing 0.9956% of the total share capital, through block trading within the same timeframe [1]. Group 2: Company Background and Financials - Guo'an Da was listed on the Shenzhen Stock Exchange's ChiNext board on October 29, 2020, with an initial issuance of 31,995,000 shares at a price of 15.38 yuan per share [2]. - The company raised a total of 492.08 million yuan from its initial public offering, with a net amount of 442.16 million yuan after deducting issuance costs [3]. - The company has conducted two fundraising rounds, totaling 578.18 million yuan [5]. Group 3: Financial Performance - For the reporting period, the company reported total operating revenue of 307 million yuan, a year-on-year decline of 17.58% [5]. - The net profit attributable to shareholders was -22.19 million yuan, compared to a profit of 38.63 million yuan in the same period last year [5]. - The net cash flow from operating activities was -18.61 million yuan [5].

Core Viewpoint - The revised "Regulations on the Supervision of Fundraising by Listed Companies" emphasizes stricter regulation of fundraising, ensuring funds are used specifically for main business operations to enhance efficiency and improve the quality of listed companies [1][2][3] Group 1: Fundraising Usage - The regulations mandate that fundraising must be used specifically for main business operations, supporting the development of the real economy, and prohibit the use of excess funds for permanent working capital or repaying bank loans [1] - Changes in the use of fundraising and slow usage progress will be strictly monitored, with clear penalties for unauthorized changes [1] Group 2: Fundraising Security - The regulations require standardized cash management practices, maintaining high safety and liquidity, and ensuring that cash management does not harm the interests of listed companies and investors [2] - Stricter supervision of fund accounts is mandated, with temporary working capital supplements needing to be conducted through special accounts [2] Group 3: Fundraising Efficiency - Companies are allowed to replace self-raised funds with raised funds within six months after the funds are received, with specific provisions for difficulties in direct payments [2] - Companies must reassess fundraising projects in response to significant market changes, encouraging active monitoring and advancement of project construction [2] Group 4: Responsibilities of Intermediaries - The regulations stipulate that sponsoring institutions must provide opinions on significant changes in fundraising investment projects and conduct timely on-site inspections [3] - A mechanism for legal responsibility alignment with relevant higher laws is established to promote diligence among intermediaries [3]

Core Viewpoint - The inquiry letter from the Shanghai Stock Exchange regarding the information disclosure of Jinhua Enterprise (Group) Co., Ltd. highlights issues related to the use of raised funds and project management, particularly concerning the new factory relocation and expansion project [1][2]. Group 1: Fundraising and Project Management - The company raised 628 million yuan through a private placement, with 480 million yuan allocated for the new factory relocation and expansion project. As of the end of 2024, 369 million yuan had been invested in this project [1]. - A contract was signed with Shaanxi Hongyuan Zhenye Industrial Co., Ltd. for the renovation and minor works of the public areas of the pharmaceutical plant, with an initial payment of 18 million yuan made [1][2]. - The inquiry raised concerns about the management of raised funds and project budgets, specifically regarding the prepayment of large engineering amounts and whether there was any disguised fund occupation [1][2]. Group 2: Contractual Details and Payment Terms - The contract with Shaanxi Hongyuan includes specific construction content, a bill of quantities, acceptance standards, and payment schedule [2][3]. - The payment schedule stipulates that 80% of the payment is made based on the completed work verified by the project owner, with payments made by the 10th of each month for the previous month's work [4]. - The company has made significant prepayments exceeding 5 million yuan for various projects, including a prepayment of 42 million yuan for a total project cost of 280 million yuan, and 10 million yuan for another project [4][5]. Group 3: Supplier Relationships and Compliance - The company provided details on the latest fund usage for the investment projects, totaling 393.13 million yuan, which includes engineering costs, equipment costs, and other related expenses [2][4]. - Among the top suppliers in the past two years, some did not follow the bidding procedures, particularly Shaanxi Hongyuan and Shaanxi Fuhuihui Decoration Engineering Co., Ltd. [7][8]. - The company confirmed that the main suppliers do not have any direct or indirect relationships with the actual controllers or other shareholders, except for Shaanxi Juchi Construction Engineering Monitoring Co., Ltd., which is an associated party [9][10].

Core Viewpoint - The company is utilizing part of its idle raised funds for cash management through structured deposits to enhance fund efficiency and shareholder returns while ensuring no impact on project construction and normal operations [1][4][7]. Group 1: Cash Management Overview - Cash management product type is structured deposits [1]. - The cash management amount is RMB 1.3 billion [2]. - The purpose of cash management is to improve fund efficiency and increase shareholder returns due to the idle nature of raised funds during project construction [1][4]. Group 2: Investment Details - The investment amount for cash management is RMB 1.3 billion [2]. - The funds are sourced from the company's initial public offering, which raised a total of RMB 1.9412 billion [2]. - The company has established a special account for raised funds to ensure their safe usage [2]. Group 3: Investment Execution - The company purchased structured deposits from China Merchants Bank with a term of 89 days [4][5]. - The expected annualized return on the structured deposit is 2.27% [4]. - The product is categorized as a principal-protected floating return type, ensuring high safety and liquidity [4][7]. Group 4: Approval Process - The cash management proposal was approved in meetings held on June 26, 2025, by the board and supervisory committee [1][5]. - The sponsor, Guotai Junan Securities, provided a non-objection verification opinion [1][5]. Group 5: Impact on the Company - The cash management will not affect the company's future business development, financial status, operating results, or cash flow significantly [7]. - The approach is expected to enhance the efficiency of raised fund usage and generate certain investment returns, aligning with the interests of the company and all shareholders [7].

Summary of Key Points Core Viewpoint - The company has successfully completed its fundraising process, raising a total of approximately 3.53 billion yuan, with an excess of 522.58 million yuan, and has established a four-party supervision agreement for the management and use of these funds [1][2][3]. Fundraising Overview - The company was approved to issue 40 million shares at a price of 93.50 yuan per share, resulting in a net fundraising amount of 3,526,941,817.64 yuan [1]. - The funds were fully received by April 18, 2025, and the accounting firm has verified the receipt of these funds [1]. Fund Management and Supervision Agreement - A four-party supervision agreement was signed between the company, its wholly-owned subsidiary in Korea, the underwriting institution, and the bank to ensure proper management of the raised funds [3][5]. - The funds will be specifically allocated for the construction of an automotive electronics factory in Korea, and cannot be used for other purposes [6][7]. Special Account for Fund Storage - A special account for the raised funds has been established at KB Kookmin Bank, with a balance of zero as of June 24, 2025, indicating that the funds are yet to be utilized [4]. - The agreement stipulates that the subsidiary can manage the funds within the account but cannot withdraw them directly for other uses [6][7]. Compliance and Oversight - The underwriting institution is responsible for ongoing supervision of the fund usage, conducting at least biannual inspections of the fund's storage and usage [7][8]. - The agreement will remain in effect until all funds are fully utilized and the account is closed [8].

Core Viewpoint - The company is utilizing idle funds from its non-public stock issuance for cash management to enhance the value of raised funds and increase company earnings while ensuring the normal implementation of investment projects and the safety of raised funds [1][3]. Cash Management Purpose - The cash management aims to better preserve and increase the value of the raised funds, thereby benefiting all shareholders [1]. Cash Management Amount - The company plans to use 100 million yuan (10,000 million) of idle funds from its non-public stock issuance for cash management [1][3]. Fund Source - The funds are sourced from the net proceeds of a non-public stock issuance approved by the China Securities Regulatory Commission, totaling approximately 3.05 billion yuan [1][2]. Investment Project Progress - As of December 31, 2024, the investment projects funded by the non-public stock issuance are as follows: - Expansion of in vitro diagnostic product capacity: Adjusted total investment of 1.43 billion yuan, with cumulative investment of 523.92 million yuan - In vitro diagnostic product R&D center: Adjusted total investment of 833 million yuan, with cumulative investment of 349.66 million yuan - Diagnostic instrument industrial park: Adjusted total investment of 201.89 million yuan, with cumulative investment of 162.18 million yuan [2]. Cash Management Types and Procedures - The cash management products include structured deposits, large certificates of deposit, treasury reverse repos, broker income certificates, and broker wealth management products, all of which are low-risk and have high liquidity [3][5]. Cash Management Duration - The duration of the cash management products will not exceed 12 months [5]. Financial Data Overview - As of March 31, 2025, the company reported total assets of approximately 1.20 billion yuan and total liabilities of approximately 299.82 million yuan, with net assets attributable to shareholders of approximately 887.69 million yuan [7]. Impact of Cash Management - The cash management is expected to improve the efficiency of fund utilization and generate certain investment returns for shareholders, without affecting the normal operation of investment projects [7].

Fundraising Overview - The company has raised a total of RMB 7,302,945,207.46 through a non-public offering of 384,163,346 shares at a price of RMB 19.01 per share, after deducting issuance costs of RMB 72,090,121.84 [1] - The net proceeds from the fundraising are managed in a dedicated account, ensuring compliance with relevant regulations and guidelines [1] Fund Management and Oversight - The company has established a fundraising management system that outlines the storage, approval, usage, and supervision of the raised funds, adhering to principles of standardization, safety, efficiency, and transparency [1] - A tripartite supervision agreement has been signed with the underwriting institution and banks to clarify the rights and obligations of all parties involved [2] Project Implementation and Changes - The company has changed the use of raised funds from the "16GWh high-energy power lithium battery industrialization project" to the "20GWh Volkswagen standard cell project," with the implementation entity changing to a wholly-owned subsidiary [4] - As of June 30, 2025, the company has made adjustments to the fundraising projects, including the completion of the "30,000 tons high-nickel ternary cathode material project" and the transfer of surplus funds to general operating accounts [6][7] Fund Account Closure - The company has completed the closure of specific fundraising accounts and notified the underwriting institution and representatives accordingly [7][8] - The termination of related tripartite or quadripartite supervision agreements follows the closure of the fundraising accounts [8]

Core Viewpoint - The Shenzhen Stock Exchange issued a regulatory letter to Xilei Compressor Co., Ltd. and its executives for failing to comply with disclosure obligations regarding the use of idle raised funds [1][2][6] Group 1: Company Actions - Xilei Compressor's board approved the use of up to RMB 200 million of idle raised funds for cash management on May 7, 2024, but failed to disclose this in a timely manner, only holding a supplementary meeting on May 28, 2025 [1][5] - The total amount raised by Xilei Compressor was RMB 812.33 million, with a net amount of RMB 698.31 million, exceeding the original plan by RMB 24.51 million [3][4] Group 2: Regulatory Violations - The company violated multiple articles of the revised 2025 Growth Enterprise Market Stock Listing Rules and the Self-Regulatory Guidelines for Listed Companies [2][6] - Key executives, including the chairman and general manager, failed to fulfill their duties, leading to further violations of the same regulations [2][6] Group 3: Recommendations and Reminders - The Shenzhen Stock Exchange urged the company and its executives to take the issues seriously, learn from the mistakes, and ensure timely rectification to prevent recurrence [7][8]