Shanghai Zhezhong Group Co.Ltd(002346) verification report on annual deposit and use of raised funds 2021
About Shanghai Zhezhong Group Co.Ltd(002346)
Deposit and use of raised funds in 2021
Assurance report of special report
Xin Hui Shi Bao Zi [2022] No. za10227 Shanghai Zhezhong Group Co.Ltd(002346) all shareholders:
We are entrusted to carry out reasonable assurance on the attached special report on the deposit and use of raised funds in 2021 of Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as the “special report on raised funds”) of Shanghai Zhezhong Group Co.Ltd(002346) company.
1、 Responsibilities of the board of directors
Shanghai Zhezhong Group Co.Ltd(002346) the responsibility of the board of directors of the company is to comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) Prepare a special report on raised funds in accordance with the relevant provisions of the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 2 – announcement format. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on raised funds to ensure that the special report on raised funds is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to publish the assurance conclusion of the special report on raised funds on the basis of the implementation of the assurance work.
3、 Job overview
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 abide by the code of professional ethics, plan and implement the assurance work, so as to determine whether the special report on raised funds is in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The preparation of the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format truthfully reflect the deposit and use of raised funds of Shanghai Zhezhong Group Co.Ltd(002346) company in 2021 in all major aspects and obtain reasonable assurance. In the process of carrying out the assurance work, we have implemented the procedures we consider necessary, including inquiry, inspection of accounting records and so on. We believe that our assurance work provides a reasonable basis for issuing assurance conclusions.
4、 Assurance conclusion
We believe that the special report on the deposit and use of raised funds of Shanghai Zhezhong Group Co.Ltd(002346) company in 2021 is in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) (CSRC announcement [2022] No. 15) of China Securities Regulatory Commission in all major aspects The relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format truthfully reflect the deposit and use of raised funds of Shanghai Zhezhong Group Co.Ltd(002346) company in 2021.
5、 Report usage restrictions
This report is only used by Shanghai Zhezhong Group Co.Ltd(002346) company for the purpose of disclosing the annual report of 2021, and shall not be used for any other purpose.
Chinese Certified Public Accountants of Lixin certified public accountants:
(special general partnership)
Chinese certified public accountant:
Shanghai, China March 9, 2002
Shanghai Zhezhong Group Co.Ltd(002346)
Special report on the deposit and use of raised funds in 2021
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) (CSRC announcement [2022] No. 15) According to the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – announcement format, the company makes the following special report on the deposit and use of raised funds in 2021:
1、 Basic information of raised funds (I) actual amount of raised funds and availability of funds
Approved by the reply on Approving the initial public offering of shares by Shanghai Zhezhong Construction Co., Ltd. (zjxk [2010] No. 18) of China Securities Regulatory Commission, the lead underwriter Orient Securities Company Limited(600958) issued 35 million RMB common shares (A shares) by combining offline inquiry and placement with online capital purchase and pricing issuance, The issue price is 19.90 yuan per share. As of January 21, 2010, the company has actually issued 35 million RMB ordinary shares (A shares) to the public, and the total amount of funds raised is RMB 69650000000; The raised capital after deducting the underwriting fee and recommendation fee of RMB 3482500000 is RMB 66167500000, which has been deposited by Orient Securities Company Limited(600958) on January 21, 2010 into the company’s RMB account with account No. 3276108080230887 in the business department of Fengxian sub branch of Shanghai Rural Commercial Bank Deposit into the RMB account with account No. 03769010040013351 opened by the company in Agricultural Bank Of China Limited(601288) Shanghai Nanfang Trade City sub branch and into the RMB account with account No. 310069024018010014345 opened by the company in Bank Of Communications Co.Ltd(601328) Shanghai Chemical Industry Zone sub branch; After deducting other issuance expenses of RMB 1403000000, the net amount of raised funds is RMB 64764500000. The availability of the above funds has been verified by Lixin certified public accountants Co., Ltd., which issued the capital verification report xksbz (2010) No. 10035.
The company has adopted a special account storage system for the raised funds. In the audit of the company in 2010, the issuance fee approved by Lixin certified public accountants Co., Ltd. was 4089968500 yuan, which was 795531500 yuan lower than the original issuance fee, and the net amount of raised funds should be 655 Shanghai Jahwa United Co.Ltd(600315) 00 yuan. The company returned the overpaid issuance fee of 589129908 yuan in 2010, The balance of RMB 206401592 was returned by the company in January 2012.
（2） Utilization and balance of raised funds in 2021
As of December 31, 2021, the cumulative use of the company’s raised funds is as follows:
Project amount (RMB) initial raised funds 655 Shanghai Jahwa United Co.Ltd(600315) 00
Project amount (RMB) As of December 31, 2020, the cumulative use amount of raised investment projects was 73348079836, including 40695608216 for raised funds projects, 8000000000 for loan repayment and 8000000000 for supplementary working capital 2000000000 capital increase: 7000000000 for Daishan Zhezhong building materials Co., Ltd.; 3280000 for Zhoushan Zhezhong medium and large components Co., Ltd.; 10000000000 for Shanghai Zhezhong Investment Co., Ltd Shanghai Tianjie Construction Engineering Co., Ltd. used 5649191620. In 2021, the amount of raised funds used for raised projects was 0.00. Shanghai Tianjie Construction Engineering Co., Ltd. used 0.00 accumulated interest income less bank handling charges 8769728335 as of December 31, 2021, the balance of the special account for raised funds should be 981679999, of which: the actual balance of the special account for raised funds as of December 31, 2021 is 81679999, and the balance of financial products purchased with raised funds as of December 31, 2021 9,00000000
In 2021, the company redeemed 900000000 yuan of financial products purchased with raised funds, the net income of 41748444 yuan from the proceeds of raised funds minus bank charges, and 0.00 yuan of raised funds was used for raised investment projects. As of December 31, 2021, the balance of the special account for raised funds should be 981679999 yuan, the actual balance of the company’s raised funds account is 81679999 yuan, and the balance of financial products purchased with raised funds is 900000000 yuan. For details, see II. Storage and management of raised funds.
2、 Deposit and management of raised funds (I) management of raised funds
In order to further strengthen the management and application of the raised funds and improve the efficiency of the use of the raised funds, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The measures for the administration of securities issuance of listed companies, the notice on further regulating the use of raised funds of listed companies and other relevant laws and regulations, as well as the relevant normative documents of the China Securities Regulatory Commission, and in combination with the actual situation of the company, the company has formulated the measures for the administration of raised funds of Shanghai Zhezhong Construction Co., Ltd. According to the provisions of the above management measures, the company implements a special account for the raised funds. On January 26, 2010, the company signed the tripartite supervision agreement on raising funds with the sponsor Orient Securities Company Limited(600958) , Fengxian sub branch of Shanghai Rural Commercial Bank, business department of Shanghai Nanfang commercial city sub branch of Agricultural Bank of China, Bank Of Communications Co.Ltd(601328) Shanghai Chemical Industry Zone sub branch, Qushan sub branch of agricultural Bank of China Limited, Industrial And Commercial Bank Of China Limited(601398) Daishan sub branch, It defines the rights and obligations of all parties.
In June 2013, the company signed the tripartite supervision agreement on raised funds with Industrial Bank Co.Ltd(601166) , Oriental Citigroup Securities Co., Ltd., and set up a new special account for raised funds in Industrial Bank Co.Ltd(601166) Shanghai Fengxian sub branch. The special account is only used for the company to supplement the fund gap of raised investment projects, for projects under construction and new projects, supplement working capital and repay bank loans. The temporarily idle raised funds can be managed in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
There is no significant difference between the above tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and there is no problem in the performance of the tripartite regulatory agreement.
The company opened special fund-raising accounts in Daishan Qushan sub branch and Industrial And Commercial Bank Of China Limited(601398) Daishan sub branch of Agricultural Bank of China Limited. Since the company has transferred all the equity of Zhoushan Zhezhong large components Co., Ltd. and Daishan Zhezhong building materials Co., Ltd., the above account cancellation procedures were completed in January 2013
