Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Shanghai Zhezhong Group Co.Ltd(002346)
Special verification report on the deposit and use of raised funds in 2021
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “the recommendation institution” or “Dongfang investment bank”) as a recommendation institution for initial public offering of shares of Shanghai Zhezhong Group Co.Ltd(002346) (hereinafter referred to as ” Shanghai Zhezhong Group Co.Ltd(002346) ” or “the company”), in accordance with the administrative measures for listing recommendation business of securities issuing banks of China Securities Regulatory Commission In accordance with relevant regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 13 – recommendation business of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock exchange, special verification was conducted on the deposit and use of raised funds in Shanghai Zhezhong Group Co.Ltd(002346) 2021, The verification is as follows:
1、 Verification work carried out by the recommendation institution
The recommendation institution has checked the integrity, rationality and effectiveness of its fund-raising system from the aspects of the company’s fund-raising management, the purpose of the fund-raising and the information disclosure of the fund-raising through data access, communication and other means.
2、 Basic information of raised funds
(I) actual amount of raised funds and availability of raised 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.
(II) 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, Fengxian sub branch of Shanghai Rural Commercial Bank, Agricultural Bank Of China Limited(601288) Business Department of Shanghai Nanfang commercial city sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Chemical Industry Zone sub branch, Daishan Qushan sub branch of Agricultural Bank of China Limited, Industrial And Commercial Bank Of China Limited(601398) Daishan sub branch, clarifying 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) and the sponsor, 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 October 2013.
The company opened special accounts for raising funds in the business department of Agricultural Bank Of China Limited(601288) Shanghai Nanfang commercial city sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Chemical Industry Zone sub branch and Fengxian sub branch of Shanghai Rural Commercial Bank. Since all the funds in the special accounts have been used up, the cancellation procedures of the above accounts have been completed in April 2015, June 2015 and December 2017 respectively. The company opened a special account for raising funds in Bank Of Communications Co.Ltd(601328) Shanghai Fengxian sub branch. Due to the cancellation of Shanghai Zhezhong Construction Co., Ltd., the cancellation of the above account was completed in June 2017.
The company opened a special account for raising funds in Fengxian branch of Shanghai Rural Commercial Bank. Since all the funds in the special account have been used up, the cancellation procedures of the above account have been completed in June 2018.
In January 2018, Shanghai Tianjie Construction Engineering Co., Ltd. opened a fund-raising account in Bank Of Communications Co.Ltd(601328) Shanghai Chemical Industry Zone sub branch.
(III) use and balance of raised funds in 2021
The company has accumulated 73348079836 yuan of raised funds in previous years. In 2021, the company redeemed 900000000 yuan of financial products purchased with raised funds, deducted 41748444 yuan of net income from bank handling fees, and used 0.00 yuan of raised funds 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 account for raised funds should be 81679999 yuan, and the balance of financial products purchased with raised funds should be 900000000 yuan.
As of December 31, 2021, the cumulative use of Shanghai Zhezhong Group Co.Ltd(002346) raised funds is as follows:
Unit: Yuan
Project amount (RMB)
Initial raised capital 655 Shanghai Jahwa United Co.Ltd(600315) 00
As of December 31, 2020, the cumulative use amount of raised investment projects was 73348079836
Of which: 40695608216 yuan is used for the raised funds
8000000000 for loan repayment
Use of supplementary working capital 2000000000
Capital increase: 70 million yuan for Daishan Zhezhong building materials Co., Ltd
Used by Zhoushan Zhezhong large and medium components Co., Ltd. 3280000
Used by Shanghai Zhezhong Investment Co., Ltd. 10000000000
Used by Shanghai Tianjie Construction Engineering Co., Ltd. 5649191620
In 2021, the amount of raised funds used for raised investment projects is 0.00
Used by Shanghai Tianjie Construction Engineering Co., Ltd. 0.00
Accumulated interest income minus bank charges 8769728335
As of December 31, 2021, the balance of the special account for raised funds should be 981679999
Including: as of December 31, 2021, the actual balance of the special account for raised funds was 81679999
As of December 31, 2021, the balance of financial products purchased with raised funds was 900000000
(IV) storage of raised funds in special account
As of December 31, 2021, the bank deposits in the special account for Shanghai Zhezhong Group Co.Ltd(002346) raised funds are as follows:
Unit: Yuan
Deposit bank account number deposit amount storage method
Bank Of Communications Co.Ltd(601328) chemical industry zone sub branch 31006902401880000847681679999 current funds raised
Total 81679999
As of December 31, 2021, the balance of financial products in the special account for Shanghai Zhezhong Group Co.Ltd(002346) raised funds is as follows:
Unit: Yuan
Name and amount of bank financial product effective date
Bank Of Communications Co.Ltd(601328) Shanghai Chemical Industry Zone sub branch Yuntong fortune 9000 China Vanke Co.Ltd(000002) 02111-3
3、 Actual use 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 measures, The company shall store the raised funds in a special account. The company has signed the tripartite supervision agreement on raised funds with the recommendation institution and the deposit banks of raised funds, which defines the rights and obligations of all parties. There is no significant difference between the 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.
(II) investment of investment projects with raised funds
In 2021, the actual use of the raised funds of the company’s fund-raising projects was RMB 0.00, and in 2021
For the actual use of raised funds, see “1. Comparison table of use of raised funds in 2021” in “(V) comparison table of use of raised funds and change of use of raised funds” of “III. actual use of raised funds” in this special verification report.
(III) changing the use of funds for projects invested with raised funds
On January 13, 2015, the company held the 32nd meeting of the second board of directors and the 20th meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on terminating the raised investment projects and changing the investment direction of some raised funds and using some raised funds to increase capital to wholly-owned subsidiaries, The company will change the purpose of the raised funds invested in the “reconstruction and expansion of large-diameter PHC pipe piles and supporting wharfs, purchase and construction of pile transport ships and new R & D center project” to “Metro environmental control development base project of Shanghai Zhezhong Electric Co., Ltd.”. The above proposal has been deliberated and approved at the first general meeting of shareholders of the company in 2015.
The raised investment projects originally planned to be invested by the company are “reconstruction and expansion of large-diameter PHC pipe pile and supporting wharf, purchase and construction of pile carrier and new R & D center”, of which the invested part is the reconstruction and expansion phase I project of large-diameter PHC pipe pile and the new R & D Center project. The project to be terminated this time is all the follow-up works of the reconstruction and expansion of large-diameter PHC pipe pile originally planned Supporting wharf project and purchase and construction
