Guoyuan Securities Company Limited(000728)
About Anhui Xinbo Aluminum Co.Ltd(003038)
Verification opinions on the deposit and actual use of raised funds in 2021
Guoyuan Securities Company Limited(000728) (hereinafter referred to as " Guoyuan Securities Company Limited(000728) " or "sponsor") as a sponsor of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as "company" or " Anhui Xinbo Aluminum Co.Ltd(003038) ") non-public offering of shares, undertakes the continuous supervision work not completed by the company's original sponsor Chinalin Securities Co.Ltd(002945) (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) "). According to the relevant provisions of laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Guoyuan Securities Company Limited(000728) has carefully verified the deposit and actual use of raised funds in Anhui Xinbo Aluminum Co.Ltd(003038) 2021, And made the following comments:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of the reply on approving Anhui Xinbo Aluminum Co.Ltd(003038) initial public offering of shares (zjxk [2021] No. 189) issued by China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, the company was approved to publicly issue 26610000 RMB common shares (A shares), with an issue price of RMB 18.08 per share and a total raised capital of RMB 481108800.00, After deducting the total issuance expenses of RMB 57272702.90 (excluding value-added tax), the net amount of funds actually raised is RMB 423836097.10. On February 5, 2021, after deducting 37428615.26 yuan of underwriting expenses and recommendation expenses excluding value-added tax, the lead underwriter actually raised 443680184.74 yuan. The availability of the above funds has been verified by Rongcheng Certified Public Accountants (special general partnership) and a capital verification report (Rongcheng Yan Zi [2021] No. 230z0021) has been issued. The company has adopted special account storage management for the raised funds.
(II) use and balance of raised funds
As of December 31, 2021, the use of funds raised by the company and its wholly-owned subsidiary Anhui Xinbo Technology Co., Ltd. (hereinafter referred to as "the company's subsidiary") is: 385.8434 million yuan has been directly invested in the raised capital projects (including 131.4891 million yuan of self raised funds that have been invested in the raised capital investment projects in advance), Paid 57.2727 million yuan of issuance expenses (including the amount paid by the company in exchange for the issuance expenses with raised funds)
Raised funds (1.4747 million yuan), the net amount of bank interest income deducting bank handling charges is 360100 yuan. On December 31, 2021, the balance of the special account for raised funds was 38.3529 million yuan.
As of December 31, 2021, the use and balance of raised funds are as follows:
Unit: RMB
Project name and amount
The total amount of funds raised on February 5, 2021 was 481108800.00
Less: issuing expenses 57272702.90
The net amount of funds raised on February 5, 2021 was 423836097.10
Plus: net amount of bank interest income deducting bank handling charges 360149.36
Less: replace 131489127.07 self raised funds invested in raised investment projects in advance
Use amount of raised investment projects (after the funds are received) 25435422.93
As of December 31, 2021, the balance of unused raised funds was 38352896.46
Including: deposit balance of special account for raised funds 38352896.46
Cash management amount -
2、 Deposit and management of raised funds
In accordance with the provisions of relevant laws and regulations and following the principles of standardization, safety, efficiency and transparency, the company has formulated the management system of raised funds, which has made clear provisions on the storage, approval, use, management and supervision of raised funds, so as to ensure the standardized use of raised funds.
After receiving the raised funds on February 5, 2021, the company signed the tripartite supervision agreement on raised funds with the original sponsor Chinalin Securities Co.Ltd(002945) Co., Ltd. (hereinafter referred to as " Chinalin Securities Co.Ltd(002945) ") and Industrial Bank Co.Ltd(601166) Tianchang sub branch; Together with Chinalin Securities Co.Ltd(002945) , the company and its subsidiaries signed the four party supervision agreement on raised funds with Chuzhou Branch of Shanghai Pudong Development Bank Co., Ltd., Jiangsu Jiangyin Rural Commercial Bank Co.Ltd(002807) Tianchang sub branch, Yangcun sub branch of Anhui Tianchang Rural Commercial Bank Co., Ltd., Agricultural Bank Of China Limited(601288) Tianchang City sub branch and China Minsheng Banking Corp.Ltd(600016) Hefei branch respectively to manage the deposit and use of raised funds. There is no significant difference between the three-party / four-party regulatory agreement and the model three-party regulatory agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the three-party / four-party regulatory agreement.
As of December 31, 2021, the storage of raised funds is as follows:
Unit: RMB
No. deposit bank account No. account nature raised fund balance
1 Industrial Bank Co.Ltd(601166) day 496030100128643 current deposit 665417.79 Chang sub branch
2 China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 632704031 demand deposit 2602468.82 division Hefei Baohe sub branch
3 Anhui Tianchang rural commercial bank shares 200101400501666000000 demand deposits 24084905.66 shares Co., Ltd. Yangcun sub branch 28
4 Jiangsu Jiangyin rural commercial bank stock 018801450008609 demand deposit 105.10 shares Co., Ltd. Tianchang sub branch
5. China Agricultural Bank Of China Limited(601288) Co., Ltd. 1203500104040575 current deposit 10999998.00 Sichang City sub branch
6 Shanghai Pudong Development Bank Co., Ltd. has 29210078801400001846 current deposit 1.09 Limited Company Chuzhou Branch
Total - 38352896.46
3、 Actual use of raised funds in 2021
(I) actual use of the company's raised funds
As of December 31, 2021, the company has actually invested 385.8434 million yuan in the raised funds of relevant projects. See Annex 1 comparison table of the use of raised funds in 2021 for the investment and benefits of each project.
(II) changes in the place and mode of implementation of the project invested with raised funds
The company has no change in the implementation location and implementation mode of the projects invested with raised funds.
(III) advance investment and replacement of investment projects with raised funds of the company
The company's use of the raised funds of 132963844.92 yuan to replace the self raised funds that have been invested in the raised investment projects and early issuance expenses has been deliberated and adopted at the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors. The company has completed the above replacement in March 2021, and the above investment and replacement conditions have been verified by Rongcheng Certified Public Accountants (special general partnership) and issued the verification report of Rongcheng zhuanzi [2021] No. 230z0311. The company's independent directors, the board of supervisors and the original sponsor Chinalin Securities Co.Ltd(002945) all expressed their consent to the replacement. For details, please refer to the announcement on replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds (Announcement No.: 2021-006).
(IV) temporary replenishment of working capital with idle raised funds
On May 8, 2021, the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors deliberated and approved the proposal on temporarily replenishing working capital with some idle raised funds, and agreed that the company would not affect the construction progress of the investment projects with raised funds, The idle raised funds of no more than 50 million yuan shall be used to supplement the working capital temporarily, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. The company promises to return the raised funds to the special account of raised funds in time upon expiration, and will return the supplemented raised funds to the special account of raised funds in time at any time according to the progress and demand of the investment projects of raised funds. For details, see the announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2021-024). As of December 31, 2021, the company has returned 50 million yuan to the special account for raised funds, and all the raised funds used to temporarily supplement working capital have been returned.
(V) cash management with idle raised funds
On February 24, 2021, the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors considered and approved the proposal on using some idle raised funds for cash management, and agreed that the company would use no more than 200 million yuan of idle raised funds for cash management without affecting the normal operation and the construction of investment projects with raised funds. The above quota is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above quota and period, it can be recycled and used. After the cash management of idle raised funds expires, it will be returned to the special account for raised funds in time. As of December 31, 2021, due to the rapid construction progress of the raised investment project and the large amount of capital expenditure, the company has not actually used the idle raised funds for cash management.
(VI) use of surplus raised funds
On December 31, 2021, the company held the 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on closing all raised investment projects and permanently supplementing the surplus raised funds with working capital. The independent directors of the company and the original sponsor Chinalin Securities Co.Ltd(002945) have expressed clear consent. All the investment projects of the company's raised funds have reached the expected usable state. The company will permanently supplement the working capital with the balance raised funds (including the unpaid balance, quality assurance deposit and the accumulated interest of the balance) of 38.3529 million yuan as of December 31, 2021. For details, please refer to the announcement on closing all raised investment projects and permanently replenishing the surplus raised funds with working capital (Announcement No.: 2022-004).
Up to now, the company has transferred the raised funds from the special account for raised funds to the general bank account of the company, and completed the cancellation procedures of the above special account for raised funds. After the cancellation of the special account for raised funds, the relevant three-party supervision agreement / four party supervision agreement for raised funds shall be terminated accordingly.
(VII) use of over raised funds
During the reporting period, the company did not raise over raised funds.
(VIII) purpose and destination of unused raised funds
As of December 31, 2021, the unused raised funds were 38.3529 million yuan, which were deposited in the special account for raised funds. In order to improve the use efficiency of the raised funds, the company plans to permanently supplement the working capital with the surplus raised funds after the completion of the above-mentioned raised funds investment projects for the daily production and operation of the company. The company was established in December 2021
On December 31, the 14th meeting of the second board of directors was held, and it was agreed that the company would permanently supplement the working capital of RMB 38.3529 million from the balance raised as of December 31, 2021 (including the unpaid balance, quality assurance deposit and accumulated interest on the balance) (the specific amount shall be subject to the bank interest settlement balance on the date of fund transfer out). The independent directors of the company and the original sponsor Chinalin Securities Co.Ltd(002945) have expressed clear consent.
(IX) other information about the use of raised funds
During the reporting period, the company did not use the raised funds.
4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021:
1. There is no change in the investment project of the company's raised funds.
2. There is no external transfer or replacement of the company's investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
