Hongta Securities Co.Ltd(601236) about
Guocheng Mining Co.Ltd(000688) 2021
Special verification report on the deposit and actual use of raised funds
Hongta Securities Co.Ltd(601236) (hereinafter referred to as " Hongta Securities Co.Ltd(601236) " or "sponsor") acts as a sponsor for Guocheng Mining Co.Ltd(000688) (hereinafter referred to as " Guocheng Mining Co.Ltd(000688) " or "company") to publicly issue convertible corporate bonds, In accordance with the provisions of the measures for the administration of securities issuance and listing recommendation business, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and other documents, Hongta Securities Co.Ltd(601236) checked the deposit and use of raised funds in Guocheng Mining Co.Ltd(000688) 2021 and issued special verification opinions. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of zjxk [2020] No. 1032 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, Guocheng Mining Co.Ltd(000688) shall be allocated to the original shareholders of the company by the lead underwriter Hongta Securities Co.Ltd(601236) in priority, and the balance after the priority allocation of the original shareholders (including the part abandoned by the original shareholders) shall be issued to the public investors online, The remaining part was underwritten by the lead underwriter. A total of 8.5 million convertible corporate bonds were issued, raising a total of 85 million yuan. After deducting the underwriting and recommendation expenses of 9.1509 million yuan, the raised fund was 8408491 million yuan, which was remitted to the company's raised fund supervision account by the lead underwriter Hongta Securities Co.Ltd(601236) on July 21, 2020. In addition, after deducting the additional external expenses of RMB 3.7312 million directly related to the issuance of equity securities, such as online issuance fee, reporting accountant fee, lawyer fee and evaluation fee, the net amount of funds raised by the company this time is RMB 837117900. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the verification report on the paid in funds raised by Guocheng Mining Co.Ltd(000688) public issuance of convertible corporate bonds (Tianjian Yan [2020] No. 8-20).
(II) use and balance of raised funds
Unit: RMB 10000
Item No. amount
Net amount of raised funds a 8371179
Item No. amount
19903 project input
As of the beginning of the period, the accumulated amount and net interest income B2 364.02
Others [Note 1] B3 65.55
Project investment C14940945 current amount
Net interest income C2 450.10
Project input D1 = B1 + C16936248
Accumulated net interest income by the end of the period D2 = B2 + C2 814.12
Others [Note 1] D3 = B3 65.55
The balance of raised funds to be raised e = a-d1 + D2 + D31522898
Actual balance of raised funds f 228.98
Difference [Note 2] g = E-F 1500000
Note 1: other companies use their own funds to pay the issuance expenses that have not been paid on the capital verification date, and do not plan to replace them later, resulting in the increase of raised funds.
Note 2: the difference is that the company uses the raised fund of 150 million yuan to temporarily supplement the working capital.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, The management measures for Guocheng Mining Co.Ltd(000688) raised funds (hereinafter referred to as the management measures) has been formulated. According to the management measures, the company implements a special account for the raised funds, establishes a special account for the raised funds in the bank, and together with the sponsor, signed the three-party supervision agreement for the raised funds and the four-party supervision agreement for the raised funds with the Bank of Harbin Chengdu Branch in July 2020 and September 2020 respectively, clarifying the rights and obligations of all parties.
There is no significant difference between the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds and the model supervision agreement of Shenzhen Stock Exchange. The company has strictly complied with the use of raised funds. (II) storage of raised funds in special account
As of December 31, 2021, the company has two special accounts for raised funds, and the deposits of raised funds are as follows:
Unit: RMB
Remarks on the balance of raised funds in the account number of the deposit bank
Harbin Bank Chengdu Branch 18010 Ping An Bank Co.Ltd(000001) 328623228452050
Harbin Bank Chengdu Branch 18010 Ping An Bank Co.Ltd(000001) 47655261.17
Total 228978167
3、 Actual use of raised funds this year
(I) the actual use of the raised funds in this year is as follows:
See Annex 1 of this report for the comparison table of the use of raised funds.
(II) advance investment and replacement of investment projects with raised funds
On August 18, 2020, the 12th meeting of the 11th board of directors of the company approved the company to use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the self raised funds paid for the issuance expenses. The total amount of the replacement funds is 9112737221 yuan.
(III) temporary replenishment of working capital with idle raised funds
Through the resolution adopted at the 12th meeting of the 11th board of directors on August 18, 2020, it is agreed that the company will use the raised capital of 100 million yuan to temporarily supplement the working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors. On September 1, 2020, the company temporarily supplemented the working capital with the idle raised capital of 100 million yuan according to the actual book capital balance. On August 11, 2021, the company disclosed the announcement on returning idle raised funds temporarily used to supplement working capital. As of August 11, 2021, the company has returned all the above raised funds of RMB 100 million for temporarily supplementing working capital and transferred them to the special account for raised funds of the company, with a service life of no more than 12 months.
Through the resolution adopted at the 25th meeting of the 11th board of directors on August 11, 2021, it is agreed that the company will use the over raised capital of 150 million yuan to temporarily supplement the working capital. The service life shall not exceed 6 months from the date of deliberation and approval by the board of directors. On August 11, 2021, the company temporarily replenished the working capital with the idle raised capital of 150 million yuan according to the actual book capital balance.
(IV) description of abnormal conditions in the project invested by raised funds
There is no abnormality in the investment project of the company's raised funds.
(V) description of the investment benefits of the project that cannot be accounted for separately
The company does not have the situation that the benefits of investment projects with raised funds cannot be calculated separately.
4、 Change the use of funds for investment projects with raised funds
The company does not change the investment project of raised funds.
5、 Problems in the use and disclosure of raised funds
This year, there were no major problems in the use and disclosure of the company's raised funds.
6、 Verification of recommendation institutions
The sponsor representative checked the deposit and use of Guocheng Mining Co.Ltd(000688) raised funds and the implementation of investment projects with raised funds through data review, interview and other means. It mainly includes: checking the bank statement of the company's raised funds deposit one by one, checking the flow of large amount funds and abnormal bank flow, spot checking the payment voucher of raised funds, consulting the special authentication report on the storage and use of raised funds issued by the audit institution, consulting the standing book of the use of raised funds, etc.
7、 Verification opinions of the recommendation institution
After verification, The sponsor believes that: Guocheng Mining Co.Ltd(000688) the deposit and use of raised funds in 2021 comply with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant laws, regulations and normative documents Guocheng Mining Co.Ltd(000688) the raised funds were stored and used in a special account. The specific use of the raised funds was consistent with the disclosure, and the relevant information disclosure obligations were performed in a timely manner. There was no change in the purpose of the raised funds and damage to the interests of shareholders, and there was no illegal use of the raised funds. (no text below)
(there is no text on this page, which is the signature page of Hongta Securities Co.Ltd(601236) special verification report on the deposit and actual use of raised funds in Guocheng Mining Co.Ltd(000688) 2021)
Sponsor representative (signature):
Li Qiang
Sponsor representative (signature):
Chen Bo
Hongta Securities Co.Ltd(601236) (seal)
Attachment 1
Comparison table of use of raised funds
Unit: RMB 10000
The total amount of raised funds is 8371179, and the total amount of raised funds invested in this year is 4940945
Total amount of raised funds with changed purposes during the reporting period
The cumulative total amount of raised funds changed purposes has been invested in the total amount of raised funds 6936248 the proportion of the total amount of raised funds changed purposes
Whether the promised investment project has changed and raised funds
