Shenzhen Wenke Landscape Co.Ltd(002775)
Special report on the use of previously raised funds
According to the provisions on the report on the use of the previously raised funds (zjfz [2007] No. 500) of the China Securities Regulatory Commission, Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as “the company” or “the company”) will report the use of the previously raised funds as of September 30, 2021 as follows: I. Basic information of the previously raised funds
(i) Actual amount of raised funds and availability of funds
1. Amount and availability of funds raised by allotment and public offering of shares
With the approval of the “zjxk [2017] No. 2377 document” of the China Securities Regulatory Commission, the company closed at the Shenzhen Stock Exchange as of March 23, 2018, All shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (with a total share capital of 247495000 shares) allot RMB common shares (A shares) at the proportion of 3 shares for every 10 shares, and the allotment price is 11.50 yuan / share. A total of 73097028 RMB common shares are allotted this time (A shares), the total amount of raised funds is RMB 840615822.00, after deducting various issuance expenses of RMB 18512046.92, the net amount of raised funds is RMB 822103775.08.
As of April 9, 2018, all the funds raised by the company’s allotment and public offering of shares had been in place, and the amount remitted into the special account for raised funds was 824503775.08 yuan (including 2400000.00 yuan and other relevant issuance expenses), which had been verified by Zhongxi Certified Public Accountants (special general partnership) and issued the capital verification report of “Zhongxi Yan Zi [2018] No. 0053”.
As of September 30, 2021, the company has used a total of 820821430.06 yuan of funds raised through share allotment, including 201083071.95 yuan of self raised funds that have been invested in the investment projects of raised funds in advance and 619738358.11 yuan of funds directly invested in the projects of raised funds, The balance of the raised fund account is 2995870.99 yuan (including 1282345.02 yuan of the raised fund balance and 1713525.97 yuan of the accumulated interest stored in the special account minus the handling fee). In addition, the interest transferred out of the basic account minus the handling fee is 5225889.69 yuan.
2. Amount and availability of funds raised by public issuance of convertible corporate bonds
With the approval of “zjxk [2020] No. 1069 document” of China Securities Regulatory Commission, the company publicly issued 9500000 convertible corporate bonds with a face value of RMB 100.00 each. As of August 26, 2020, the total amount of raised funds actually issued by the company was 950000000.00 yuan, After deducting the underwriting and recommendation fee of 16848500.00 yuan (excluding tax), and deducting the lawyer’s fee, audit and verification fee, credit rating fee, issuance handling fee and other external expenses directly related to the issuance of convertible corporate bonds of 1702830.20 yuan (excluding tax), the net amount of funds actually raised is 931448669.80 yuan.
As of August 26, 2020, all the funds raised by the company’s public issuance of convertible corporate bonds have been in place and have been verified by Zhongxi Certified Public Accountants (special general partnership), which has issued the verification report of “Zhongxi Yan Zi [2020] No. 00097”.
As of September 30, 2021, the company has accumulated 337232954.44 yuan of funds raised through public issuance of convertible corporate bonds, including 46465813.31 yuan of self raised funds that have been invested in the investment projects of raised funds in advance and 290767141.13 yuan of funds directly invested in the projects of raised funds. The company supplemented working capital of 563563383.11 yuan (including 559935590.00 yuan of raised capital and 3627793.11 yuan of working capital supplemented by interest net of handling charges), and the balance of raised capital account was 36695963.74 yuan (including 33167045.56 yuan of the balance of raised funds, 3528918.18 yuan net of handling charges deducted from the accumulated interest deposited in the special account), and 145861.70 yuan net of handling charges deducted from the interest transferred out of the basic account.
（2） Management and storage of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange and other laws and regulations, and in combination with the actual situation of the company, The management system of Shenzhen Wenke Landscape Co.Ltd(002775) raised funds (hereinafter referred to as the “management system”) was formulated, which was deliberated and adopted at the 9th meeting of the second board of directors of the company.
According to the requirements of the management system, the company implements special account storage for the raised funds, and implements strict approval procedures for the use of the raised funds to ensure that the special funds are used for special purposes; The authorized recommendation institution may inquire the information of the special account for raised funds at the bank that has opened the special account for raised funds at any time, and require the recommendation institution to conduct on-site investigation on the management and use of raised funds at least once every six months. The company’s total amount of raised funds for allotment withdrawn from the special account for one time or within 12 months exceeds 10 million yuan or 5% of the net amount of raised funds for allotment; If the amount of raised funds of convertible corporate bonds withdrawn by the company from the special account in one time or within 12 months exceeds 50 million yuan or 20% of the net amount of raised funds of convertible corporate bonds, the commercial bank depositing the raised funds shall timely notify Zhongde Securities Co., Ltd. and provide the expenditure list of the special account.
1. Management and storage of funds raised by allotment and public offering
On April 9, 2018, the company, together with Sino German Securities Co., Ltd., signed the tripartite supervision agreement on raised funds with five banks, including China Minsheng Banking Corp.Ltd(600016) Shenzhen branch business department, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Futian sub branch, China Construction Bank Corporation(601939) Shenzhen Meilin sub branch, China Merchants Bank Co.Ltd(600036) Shenzhen guochuang sub branch and HSBC Bank (China) Co., Ltd. Shenzhen Branch. The agreement defines the rights and obligations of all parties, and its content and format are not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange.
As of September 30, 2021, the storage of funds raised by public offering of allotment shares is listed as follows:
Account name bank name account number initial deposit amount deadline balance storage method (RMB)
Shenzhen Shenzhen Wenke Landscape Co.Ltd(002775) shares China China Minsheng Banking Corp.Ltd(600016) shares
611027780178857750.000 Shenzhen Branch Sales Co., Ltd 00 closed account
Department
Shenzhen Shenzhen Wenke Landscape Co.Ltd(002775) shares Shanghai Pudong Development Bank shares 792900788011
Shenzhen Futian 00000249140646025.080 00 closed account
Sub branch
Wuhan liberal arts ecological environment China China Construction Bank Corporation(601939) shares have 442501000069200000000.002995870.99 current accounts
Shenzhen Meilin sub branch 00001613
Hami arts foundation China Merchants Bank Co.Ltd(600036) Co., Ltd. 755937612110155000000.000 00 closed account
Construction Co., Ltd. Shenzhen guochuang sub branch 118
Hami Arts Foundation HSBC (China) has 622123776011150000000.000.00 account closed
Construction Co., Ltd. Shenzhen Branch
Total 824503775.082995870.99
Note: (1) the initial deposit amount includes other relevant issuance expenses of RMB 2400000.00.
(2) China Construction Bank Corporation(601939) in the closing balance of Shenzhen Meilin sub branch, 1713525.97 yuan is current deposit interest.
2. Management and storage of funds raised by public issuance of convertible corporate bonds
On September 1, 2020, the company, together with Sino German Securities Co., Ltd., signed the tripartite supervision agreement on raised funds with four banks, including Bank Of China Limited(601988) Shenzhen Shahe sub branch, Bank Of Communications Co.Ltd(601328) Shenzhen Xiangzhou sub branch, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Futian sub branch and China Merchants Bank Co.Ltd(600036) Shenzhen Lianhua sub branch. The agreement defines the rights and obligations of all parties, and its content and format are not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange.
As of September 30, 2021, the storage of funds raised by public issuance of convertible corporate bonds is as follows:
Account name bank name account number initial deposit amount deadline balance deposit method (RMB) Shenzhen Shenzhen Wenke Landscape Co.Ltd(002775) stock Bank Of China Limited(601988) Co., Ltd. 7692732222250000000.000.00 closed account Co., Ltd. Shenzhen Shahe sub branch
Shenzhen Shenzhen Wenke Landscape Co.Ltd(002775) Co., Ltd. Bank Of Communications Co.Ltd(601328) 4430660650130018220400000.0036220786.33 current Co., Ltd. Shenzhen Xiangzhou sub branch 09461
Account name bank name account number initial deposit amount closing date balance storage method (RMB) Shenzhen Shenzhen Wenke Landscape Co.Ltd(002775) stock Shanghai Pudong Development Bank Co.Ltd(600000) Co., Ltd. 792900788013000250000000.0087097.11 current Co., Ltd. Shenzhen Futian sub branch 1589
Shenzhen Shenzhen Wenke Landscape Co.Ltd(002775) Co., Ltd. China Merchants Bank Co.Ltd(600036) 755915407710109211740590.00388080.30 current Co., Ltd. Shenzhen Lianhua sub branch
Total 932140590.0036695963.74
Note: (1) the initial deposit amount includes other relevant issuance expenses of RMB 1805000.00 (including tax).
(2) Bank Of Communications Co.Ltd(601328) the balance of Shenzhen Xiangzhou sub branch includes 3053740.77 yuan net of interest deducting handling charges. Of the raised funds deposited, 100000000.00 yuan is used to temporarily supplement working capital. (3) Shanghai Pudong Development Bank Co.Ltd(600000) The balance of Shenzhen Futian sub branch of Co., Ltd. includes 87097.11 yuan net of interest deducting handling charges and 24884885.01 yuan of temporary supplementary working capital, including 248195000.00 yuan of raised funds deposited and 653885.01 yuan net of interest deducting handling charges.
(4) China Merchants Bank Co.Ltd(600036) the balance of Shenzhen Lianhua sub branch includes 388080.30 yuan of net interest deducting handling charges and 214714498.10 yuan of temporary supplementary working capital, including 211740590.00 yuan of raised funds deposited and 2973908.10 yuan of net interest deducting handling charges.
2、 Actual use of previously raised funds
(i) Use of previously raised funds
1. See attached Table 1-1 for details of the use of the funds raised from the public offering of allotment of shares.
2. See attached table 1-2 for the use of funds raised by public issuance of convertible corporate bonds.
（2） Changes in the actual investment projects of the previously raised funds
1. Share allotment and public offering to raise funds
As of September 30, 2021, the actual investment projects of the funds raised from the public offering of allotment shares have not changed. 2. Funds raised by public issuance of convertible corporate bonds
As of September 30, 2021, the actual investment projects of the funds raised by the public issuance of convertible corporate bonds have not changed.
（3） Description of the difference between the actual total investment and the committed total investment of the previous raised funds project
