Shenzhen Wenke Landscape Co.Ltd(002775) use of previously raised funds
Assurance Report
Zhongxi zhuanshen Zi [2021] No. 02414
Zhongxi Certified Public Accountants (special general partnership)
Address: 11th floor, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Dongcheng District, Beijing zip code: 100062
Tel: 010-67085873
Fax: 010-67084147
Email: [email protected].
catalogue
Content page 1. Verification report on the use of the previously raised funds 1 – 2 II. Shenzhen Wenke Landscape Co.Ltd(002775) special report on the use of the previously raised funds 3 – 13 III. business license and qualification certificate of accounting firm
Zhongxi CPA (special general partner ship)
Verification report on the use of previously raised funds
Zhongxi zhuanshen Zi [2021] No. 02414 Shenzhen Wenke Landscape Co.Ltd(002775) all shareholders:
We have reviewed the special report on the use of previously raised funds prepared by the attached Shenzhen Wenke Landscape Co.Ltd(002775) (hereinafter referred to as ” Shenzhen Wenke Landscape Co.Ltd(002775) “) as of September 30, 2021.
1、 Responsibilities of the board of directors
Shenzhen Wenke Landscape Co.Ltd(002775) the responsibility of the board of directors is to provide true, legal and complete relevant information, The special report on the use of previously raised funds as of September 30, 2021 was prepared in accordance with the measures for the administration of securities issuance by listed companies (Order No. 163 of the CSRC) and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission And ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on Shenzhen Wenke Landscape Co.Ltd(002775) special report on the use of previously raised funds based on the implementation of assurance work. We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standards require us to plan and implement assurance work to obtain reasonable assurance about whether there is no material misstatement in the special report on the use of Shenzhen Wenke Landscape Co.Ltd(002775) previously raised funds.
In the assurance process, we have implemented procedures including understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. The selected assurance procedures depend on our professional judgment, including the assessment of the risk of material misstatement in the use report of the previously raised funds due to fraud or error. During the risk assessment, we consider the internal control related to the preparation of the report on the use of the previously raised funds, so as to design appropriate assurance procedures. We believe that our assurance work provides a reasonable basis for expressing opinions.
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 010-67085873 Fax: 010-67084147 postal code: 100062
Zhongxi CPA (special general partner ship)
3、 Assurance conclusion
We think, Shenzhen Wenke Landscape Co.Ltd(002775) the special report on the use of the previously raised funds prepared by the board of directors as of September 30, 2021 complies with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and truthfully reflects Shenzhen Wenke Landscape Co.Ltd(002775) in all major aspects Use of the previously raised funds as of September 30, 2021.
4、 Restrictions on the users and purposes of the report
This assurance report is only used for Shenzhen Wenke Landscape Co.Ltd(002775) the purpose of applying to the China Securities Regulatory Commission for non-public offering of shares. It shall not be used for other purposes unless the prior written consent of the accounting firm and the certified public accountant is obtained. If it is used for other purposes without consent, the accounting firm and the certified public accountant shall not bear any responsibility.
Attachment: Shenzhen Wenke Landscape Co.Ltd(002775) special report on the use of the previously raised funds
Zhongxi certified public accountants, Chinese Certified Public Accountants:
(project partner)
(special general partnership) Chen Yuchi
Chinese certified public accountant:
Li Lingjun
Beijing, China December 22, 2001
Address: floor 11, block a, Xincheng culture building, No. 11, Chongwenmenwai Street, Beijing
Tel: 010-67085873 Fax: 010-67084147 postal code: 100062
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
Jingjing Co., Ltd
