Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Opinions on the verification of the placement and use of special funds raised in 202092 Xinjiang Zhongtai Chenical Co.Ltd(002092)
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" and "independent financial consultant") is an independent financial consultant for Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as "002092}" and "the company") to issue shares, purchase assets, raise supporting funds and related party transactions, According to the requirements of laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, a careful and prudent verification has been conducted on the storage and use of the raised funds in 2021 with respect to Xinjiang Zhongtai Chenical Co.Ltd(002092) issuing shares to purchase assets and raising supporting funds. The details of the verification are as follows:
1、 Availability of raised funds
(I) availability of raised funds
With the approval of the reply on approving Xinjiang Zhongtai Chenical Co.Ltd(002092) issuing shares to Zhejiang Fulida Co., Ltd. to purchase assets and raise supporting funds (zjxk [2016] No. 788) issued by China Securities Regulatory Commission, the company submitted to Zhejiang Fulida Co., Ltd Xinjiang Zhongtai (Group) Co., Ltd. issued 378125380 shares and other 13 people to purchase 54% equity of Xinjiang Zhongtai Textile Group Co., Ltd. (hereinafter referred to as "Zhongtai Textile Group") (formerly Xinjiang Fulida Fiber Co., Ltd., which was renamed Korla Zhongtai Textile Technology Co., Ltd. in January 2022) Bazhou Jinfu special yarn industry Co., Ltd. (hereinafter referred to as "Jinfu yarn industry") has 49% equity and Xinjiang Lantian petrochemical logistics Co., Ltd. (hereinafter referred to as "Lantian logistics") has 100% equity. At the same time, the company is approved to issue no more than 377049180 new shares to raise matching funds for the purchase of assets by issuing shares.
The actual number of shares issued in this non-public offering is 377049180, the issue price is 7.32 yuan / share, and the total amount of funds raised is 27599997.60 yuan, after deducting the issuance fee of 86414210.48 yuan (including financial consulting fee and underwriting fee of 83399999.96 yuan, and other relevant issuance fees paid by the company itself of 3014210.52 yuan), The net amount of actually raised funds was 2673585787.12 yuan, which was deposited into the special account for raised funds of the company CDB Xinjiang Branch 65101560065742360000 on July 26, 2016. The availability of the above raised funds has been verified by Ruihua Certified Public Accountants (special general partnership) and a capital verification report (rhyz [2016] No. 01740006) has been issued.
Zhongtai Textile Group and Lantian logistics opened a special account for raising funds in Industrial Bank Co.Ltd(601166) Urumqi branch on July 12, 2016, and Jinfu yarn opened a special account for raising funds in Agricultural Bank Of China Limited(601288) Urumqi Zhongshan Road branch on July 14, 2016.
(II) use and deposit of raised funds
Use of supporting funds raised by issuing shares in 2016:
Project amount (yuan)
Net proceeds 2673585787.12
Less: capital increase of 954028200.00 to Zhongtai Textile Group
Add 648095700.00 capital to Jinfu yarn industry
Capital increase to Lantian logistics 357447500.00
Repayment of bank loans 714014387.12
Balance of raised funds account 0.00
As of December 31, 2021, the use of funds raised by Zhongtai Textile Group, Jinfu yarn industry and Lantian logistics is as follows:
(1) Use of funds raised by Zhongtai Textile Group and Jinfu yarn industry:
As of December 31, 2020, China Thailand textile group has invested 237604754.85 yuan in fund-raising projects, and Jinfu yarn industry has invested 912974525.75 yuan in fund-raising projects.
Xinjiang Zhongtai Chenical Co.Ltd(002092) the tenth session of the seventh board of directors on September 30, 2020 and the eighth extraordinary general meeting of shareholders on October 15, 2020 deliberated and adopted the "on permanent replenishment of working capital by holding subsidiaries using surplus raised funds". The balance and interest income of the raised funds, 42210216.24 yuan of Zhongtai Textile Group and 20989566.49 yuan of Jinfu yarn industry, have been transferred to the basic account for permanent replenishment of working capital. The special account for raised funds and the Kyushu securities account for national debt reverse repurchase investment business shall be closed together.
(2) Use of funds raised by blue sky Logistics:
The project has raised funds by 2020 and accumulated funds in 2021
Use of gold
The project has raised funds by 2020 and accumulated funds in 2021
Use of gold
Net amount of raised funds 357447500.00 357447500.00
Less: 1596061.70 raised investment invested in the early stage of replacement
project
Permanent supplementary working capital 82378200.00 82378200.00
Projects directly invested in raised funds 37007105.07 28628930.10 65636035.17
Supplement the working capital of blue sky logistics 180000000.00
Temporary replenishment of working capital 49000000.00
National debt reverse repurchase investment 46300000.00 46300000.00
Add: temporary supplementary working capital is 445000000.00 45000000.00 49000000.00
Fund raising account
Recovery of treasury bond reverse repurchase investment 46423420.09 46423420.09
Interest and handling charges 249443.12 46211.39 295654.51
The balance of the raised funds account is 11838996.44 16417281.29 28256277.73
Xinjiang Zhongtai Chenical Co.Ltd(002092) the 43rd, 13th, 24th, 38th and 10th meetings of the 5th, 6th and 7th sessions of the board of directors were held on December 1, 2016, December 4, 2017, September 21, 2018, September 24, 2019 and September 30, 2020 respectively. The proposal on the use of some idle raised funds by subsidiaries to temporarily supplement working capital was considered and adopted, It is agreed that Lantian logistics will use the idle raised funds of 17 million yuan, 150 million yuan, 55 million yuan, 70 million yuan and 45 million yuan to supplement the working capital temporarily.
The above raised funds shall be used for a period of no more than 12 months from the date of deliberation and approval by the board of directors, and have been returned to the special account for raised funds of Lantian logistics.
Xinjiang Zhongtai Chenical Co.Ltd(002092) the 33rd session of the seventh board of directors and the 30th session of the seventh board of supervisors were held on December 30, 2021, and the first extraordinary general meeting of shareholders in 2022 was held on January 17, 2022. The proposal on the use of surplus raised funds by wholly-owned subsidiaries to permanently supplement working capital was reviewed and approved, and Lantian logistics was agreed to permanently supplement the surplus raised funds to working capital. The blue sky logistics information platform construction project has been completed in 2021, with a total investment of 67.2321 million yuan and a surplus of 28.2563 million yuan raised for permanent replenishment of working capital (the specific amount shall be subject to the bank interest settlement balance on the day of capital transfer out).
2、 Management of raised funds
In accordance with the measures for the administration of securities issuance by listed companies and relevant regulations of the China Securities Regulatory Commission, the company opened special accounts for raised funds in Xinjiang Uygur Autonomous Region Branch and Industrial Bank Co.Ltd(601166) Youhao Road branch of the State Development Bank on July 13, 2016. On August 3, 2016, the company signed the tripartite supervision agreement on raised funds with Xinjiang branch of China Development Bank and independent financial consultant. The agreement stipulates that the special account is only used for the storage and use of raised funds and shall not be used for other purposes.
Zhongtai Textile Group and Lantian logistics opened a special account for raising funds in Industrial Bank Co.Ltd(601166) Urumqi Youhao road sub branch on July 12, 2016, and Jinfu yarn opened a special account for raising funds in Agricultural Bank Of China Limited(601288) Urumqi Zhongshan Road sub branch on July 14, 2016. On August 31, 2016, the company and its subsidiaries Zhongtai Textile Group, Jinfu yarn industry and Lantian logistics signed the tripartite supervision agreement on raised funds with the deposit bank of raised funds and independent financial consultant.
As of December 31, 2021, the details of each bank account are shown in the table below:
Account name deposit bank account balance
(yuan)
Xinjiang Xinjiang Zhongtai Chenical Co.Ltd(002092) Co., Ltd. Industrial Bank Co.Ltd(601166) wu512050100100159505 special account of lumuqi Youhao road sub branch of closed account Co., Ltd
Xinjiang Xinjiang Zhongtai Chenical Co.Ltd(002092) National Development Bank Co., Ltd. 65101560065742360000 closed account Co., Ltd. Xinjiang Uygur Autonomous Region Branch
Xinjiang Zhongtai Textile Group Industrial Bank Co.Ltd(601166) wu512050100159094 closed account Co., Ltd. lumuqi branch
Bazhou Jinfu special yarn industry China Agricultural Bank Of China Limited(601288) Co., Ltd. 30018801040017254 closed account Co., Ltd. Urumqi Zhongshan Road sub branch
Xinjiang Lantian petrochemical Industrial Bank Co.Ltd(601166) wu512050100158936 28256277.73 Logistics Co., Ltd. lumuqi branch
3、 Actual use of raised funds this year
(I) comparison table of the use of the previously raised funds
The actual use of raised funds in 2021 is shown in the following table:
Prepared by: Xinjiang Zhongtai Chenical Co.Ltd(002092) unit: 10000 yuan
The total amount of raised funds is 267358.58, and the total amount of raised funds used is 264740.38
The total amount of raised funds used in each year is 264740.38, and the total amount of raised funds changed for use is 71601.0
