Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Continuous supervision of non-public offering of shares
Special verification opinions on the deposit and use of raised funds in 2021
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) is a recommendation institution for continuous supervision of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as ” Xinjiang Zhongtai Chenical Co.Ltd(002092) ” or “company”) non-public offering of shares in 2021, In accordance with the requirements of relevant regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the guidelines for standardized operation of listing of Shenzhen Stock Exchange (revised in 2020), the guidelines for listing information disclosure of Shenzhen Stock Exchange No. 6 – recommendation business, The deposit and use of raised funds in 2021 of Xinjiang Zhongtai Chenical Co.Ltd(002092) non-public offering were verified as follows:
1、 Basic information of raised funds
(I) availability of raised funds
Approved by the reply on approving Xinjiang Zhongtai Chenical Co.Ltd(002092) non-public development of shares issued by the China Securities Regulatory Commission on January 21, 2021, zjxk [2021] No. 194, Xinjiang Zhongtai Chenical Co.Ltd(002092) non-public issuance of 429289919 new shares to specific objects such as Zhongtai group, with an issue price of 8.88 yuan / share and a total raised capital of 3812094480.72 yuan, After deducting the issuance expenses (excluding tax) of 56576138.80 yuan, the net amount of funds actually raised is 3755518341.92 yuan. As of July 21, 2021, the raised funds have been deposited into the special account of the company’s raised funds, verified by ShineWing Certified Public Accountants (special general partnership), and issued xyzh / 2021bjaa150987 capital verification report. On Xinjiang Zhongtai Chenical Co.Ltd(002092) July 23, 2021, the amount of 3752123773.59 yuan after deducting lawyer fees and announcement fees was transferred to the special account for raised funds of tuokesun energy chemical, including 2499093800 yuan deposited in the raised funds account of Urumqi branch of Shanghai Pudong Development Bank; Industrial Bank Co.Ltd(601166) Urumqi Branch deposited 1253029973.59 yuan in the raised capital account.
(II) use and deposit of raised funds
Project amount (yuan)
Net amount of raised funds 3754913063.51
Less: capital increase of 3752123773.59 to tuokesun energy and Chemical Co., Ltd
Lawyer, announcement fee, etc. 2789289.92
Interest transferred to basic account 62923.62
Plus: interest and handling charges 62923.62
The balance of unused raised funds is 0.00
Note: the net amount of funds raised in this table is the amount after deducting the value-added tax of underwriting fee.
As of December 31, 2021, the use of the raised funds of toxon energy is as follows:
Xinjiang Zhongtai Chenical Co.Ltd(002092) the 24th Meeting of the 7th board of directors was held on July 23, 2021. The proposal on using raised funds to replace self raised funds invested in projects invested with raised funds in advance was considered and approved, and the company was agreed to use raised funds to replace self raised funds invested in projects invested with raised funds in advance, with a total amount of 2499093800.00 yuan. The matter was reviewed by ShineWing Certified Public Accountants (special general partnership) on July 22, 2021, and issued the authentication report on the report on the investment of Xinjiang Zhongtai Chenical Co.Ltd(002092) projects invested with raised funds in advance with self raised funds (xyzh / 2021bjaa150988).
Xinjiang Zhongtai Chenical Co.Ltd(002092) the 26th meeting of the 7th board of directors and the 24th Meeting of the 7th board of supervisors were held on September 14, 2021. The proposal on the announcement on the use of idle raised funds by holding subsidiaries to temporarily supplement working capital was deliberated and adopted. Tokson energy used 120 million yuan of idle raised funds to temporarily supplement working capital. The use period of the above raised funds shall not exceed 12 months from the date of deliberation and approval by the board of directors.
From January to December 2021, tokson energy and chemical invested 2499093800.00 yuan. As of December 31, 2021, toxon energy has invested 2499093800.00 yuan in total.
As of December 31, 2021, the use of the raised funds of toxon energy is as follows:
Project amount (yuan)
Net proceeds 3752123773.59
Less: 2499093800.00 yuan of projects invested with raised funds in the early stage of replacement
Temporary replenishment of working capital 1200000000.00
Interest transferred to basic account 62480.26
Plus: temporarily replenishing working capital and returning raised capital account 0.00
Interest and handling charges 1793395.95
The balance of unused raised funds is 54760889.28
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of the company’s raised funds, improve the efficiency and efficiency of the use of funds, and protect the rights and interests of small and medium-sized investors, the company formulated and revised the management measures for raised funds (hereinafter referred to as the management measures) in accordance with relevant laws and regulations and in combination with the actual situation. The newly revised management measures were issued on July 23, 2021 On August 9, 2021, it was deliberated and approved by the 24th session of the 7th board of directors and the 6th extraordinary general meeting of shareholders in 2021.
The board of directors of the company authorizes the recommendation institution and its recommendation representative to supervise the use of the raised funds of the company. Since the raised funds were in place, the company has implemented the provisions on the supervision and information disclosure of the storage and use of the raised funds in the management measures, and has not violated the provisions of the agreement.
(II) storage of raised funds in special account
In accordance with the measures for the administration of securities issuance by listed companies and relevant regulations of the China Securities Regulatory Commission, Xinjiang Zhongtai Chenical Co.Ltd(002092) opened a special account for raised funds 60090078801100001267 at Shanghai Pudong Development Bank Co.Ltd(600000) Urumqi branch and 65101560067840330000 at Xinjiang Uygur Autonomous Region Branch of China Development Bank on June 16 and 18, 2021. On July 21 and 22, the tripartite supervision agreement on raised funds was signed with the above-mentioned banks and Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd.
On June 18, 2021, tokson Nenghua opened a special account for raised funds 512010100101097199 in Industrial Bank Co.Ltd(601166) Urumqi branch and a special account for raised funds 60090078801800001269 in Urumqi branch of Shanghai Pudong Development Bank. On July 23, tokson Nenghua signed a tripartite supervision agreement for raised funds with the above-mentioned banks and Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd.
The tripartite supervision agreement on raised funds stipulates that the above special account is only used for the storage and use of raised funds and shall not be used for other purposes.
In order to improve the use efficiency of funds and reduce financial expenses, Xinjiang Zhongtai Chenical Co.Ltd(002092) and tuokesun Nenghua opened three special accounts for raised funds in Shanghai Pudong Development Bank Co.Ltd(600000) Urumqi branch and Xinjiang Uygur Autonomous Region Branch of China Development Bank, with a total of 125403.88 yuan (interest income) transferred to the basic account, which were transferred to the basic account on October 26, 2021 The cancellation procedures of the special account for raised funds were completed on November 27 and November 4.
As of December 31, 2021, the details of each bank account are shown in the table below:
Account name deposit bank account No. special account purpose account balance (yuan)
Xinjiang Xinjiang Zhongtai Chenical Co.Ltd(002092) shares Shanghai Pudong Development Bank
60090078801100001267 special account for raised funds of branch Co., Ltd. has been closed
Urumqi Branch
Xinjiang Xinjiang Zhongtai Chenical Co.Ltd(002092) shares China Development Bank NEW
1010630000 funds raised by Xinjiang Uygur Autonomous Region Co., Ltd. have been closed
branch
Xinjiang Xinjiang Zhongtai Chenical Co.Ltd(002092) Tuo Industrial Bank Co.Ltd(601166) Co., Ltd
Urumqi 512010101097199 special account for raised funds of kesun energy and Chemical Co., Ltd. 54760889.28 branch
Xinjiang Xinjiang Zhongtai Chenical Co.Ltd(002092) trust Shanghai Pudong Development Bank
The special account for raised funds of Urumqi branch of kesun energy and Chemical Co., Ltd. 60090078801800001269 has been closed
department
Subtotal — 54760889.28
Note 1: Xinjiang Zhongtai Chenical Co.Ltd(002092) special account for raised funds Shanghai Pudong Development Bank Co.Ltd(600000) (Account No.: 60090078801100001267) was closed on October 27, 2021, and the interest income of raised funds of 41664.06 yuan has been fully transferred to Xinjiang Zhongtai Chenical Co.Ltd(002092) basic account. Note 2: Xinjiang Zhongtai Chenical Co.Ltd(002092) the special account for raised funds, China Development Bank (Account No.: 65101560067840330000), was closed on October 26, 2021, and the interest income of 21259.56 yuan of raised funds has been transferred into the Xinjiang Zhongtai Chenical Co.Ltd(002092) basic account. Note 3: the special fund collection account Shanghai Pudong Development Bank Co.Ltd(600000) (Account No.: 60090078801800001269) of toxon energy chemical was cancelled on November 4, 2021, and all the interest income of 62480.26 yuan of the raised funds has been transferred to the basic account of toxon energy chemical. 3、 Actual use of raised funds this year
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 375212.38, and the total amount of raised funds invested in this period is 249909.38
The total amount of raised funds with changed purposes during the reporting period was 0.00
The accumulated total amount of raised funds for changing purposes is 0.00, and the accumulated total amount of raised funds invested is 249909.38
The cumulative proportion of total raised funds with changed purposes is 0.00
Whether the raised funds have been promised to invest in the current year’s investment after adjustment. The cumulative investment project feasibility as of the end of the period is whether the committed investment project and the over raised funds are invested in the change project (including the total investment amount) (1) the investment amount (2) the progress (%) (3) whether there is a significant change
