Zhongtian Guofu Securities Co., Ltd
About Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Special verification opinions on the deposit and use of raised funds in 2021
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "sponsor") is a sponsor of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as " Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) " or "company") for initial public offering and listing on the science and innovation board, According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents, such as the guidelines for self-discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the measures for continuous supervision of companies listed on the science and Innovation Board (for Trial Implementation), the deposit and use of raised funds in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2021 have been carefully and prudently verified. The verification results are as follows:
1、 Basic information of raised funds
According to the reply on Approving the registration of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) initial public offering (zjxk [2019] No. 2017) issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") on October 28, 2019, the company was approved to publicly issue 14460000 RMB common shares (A shares) at an issue price of 43.28 yuan per share, The total amount of raised funds is 625828800 yuan, the amount of raised funds received is 580 Power Hf Co.Ltd(605100) yuan, and the net amount of raised funds after deducting issuance expenses is 569918000 yuan. Ruihua Certified Public Accountants (special general partnership) verified the capital availability of the company's initial public offering of shares and issued the capital verification report (Ruihua Yan Zi [2019] No. 01540006).
As of December 31, 2021, the balance of the company's special account for raised funds was 220604 million yuan, and another 109961 million yuan was used for the funds of the Thai subsidiary of the over raised project, which were deposited in Jianlong (Thailand) Co., Ltd. The details of income and expenditure using the raised funds are as follows:
Project amount (10000 yuan)
Actual amount of raised funds received 5806051
Project amount (10000 yuan)
Plus: net interest income minus handling charges 129.75
Plus: income from temporarily idle capital investment 197593
Less: from 218581 yuan for replacement of investment projects invested in raised funds in advance
Raise funds
Less: replacement of 205.50 yuan of issuance fee paid in advance with self raised funds
Less: 863.21 yuan paid for issuance expenses with raised funds
Less: 3110603 yuan invested by raised funds
Less: permanent supplementary working capital Shanghai Pudong Development Bank Co.Ltd(600000)
Less: 1650000 yuan for cash management with raised funds
As of December 31, 2021, the balance of the raised funds account was 330565
2、 Deposit and management of raised funds
In accordance with relevant laws and regulations such as the guidelines for self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and in accordance with the principles of standardization, safety, efficiency and transparency, the company has formulated the measures for the management of raised funds to The approval, use, management and supervision have made clear provisions to ensure the standardized use of raised funds in the system.
All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed the tripartite supervision agreement on the storage of special account for raised funds with the sponsor and the deposit bank of special account for raised funds.
As of December 31, 2021, the storage of raised funds is as follows:
Amount of bank account of raised funds (10000 yuan)
Henan Yanshi Rural Commercial Bank Co., Ltd. 6671801160 China Baoan Group Co.Ltd(000009) 03822.32
China Everbright Bank Company Limited Co.Ltd(601818) Luoyang Branch 7733018800044312468.63
Shanghai Pudong Development Bank Co.Ltd(600000) Luoyang Branch 132100788014 Ping An Bank Co.Ltd(000001) 3229.85
Luoyang Branch of Zhongyuan Bank Co., Ltd. 410 Jiangsu Jingxue Insulation Technology Co.Ltd(301010) 100802658.68
Industrial And Commercial Bank Of China Limited(601398) Yanshi sub branch 17050270292 Xiamen Xindeco Ltd(000701) 72646.54
Total 220604
As of December 31, 2021, the deposit of over raised funds of Jianlong (Thailand) Co., Ltd. is as follows:
Amount of bank account of raised funds (10000 yuan)
Cash on hand -- 3.25
China Industrial And Commercial Bank Of China Limited(601398) Thailand Pattaya branch 51200363296.06
China Industrial And Commercial Bank Of China Limited(601398) Thailand Pattaya branch 5120036388990.50
China Industrial And Commercial Bank Of China Limited(601398) Thailand Pattaya branch 512003633799.81
Total 109961
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
In 2021, the use of the company's raised funds is detailed in Schedule 1 comparison table of the use of raised funds in this verification opinion.
(II) early investment and replacement of raised investment projects
On December 4, 2019, the 29th meeting of the second board of directors and the 8th meeting of the second board of supervisors deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in advance, and agreed that the company would use the raised funds of RMB 218581 million to replace the self raised funds invested in the investment projects with the raised funds in advance, It is agreed that the company will use the raised funds of 2.055 million yuan to replace the issuance expenses paid in advance with self raised funds. The independent directors of the company expressed clear consent.
Ruihua Certified Public Accountants (special general partnership) conducted a special audit on the above matters and issued the verification report on the report of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) self raised funds invested in projects with raised funds in advance (Ruihua He Zi [2019] No. 01540076).
(III) temporary replenishment of working capital with idle raised funds
In 2021, the company did not use idle raised funds to temporarily supplement working capital.
(IV) cash management of idle raised funds
On December 4, 2019, the 29th meeting of the second board of directors and the eighth meeting of the second board of supervisors deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company should use the temporarily idle raised funds up to 45 million yuan (including this amount) for cash management. The independent directors of the company expressed clear consent.
On October 16, 2020, the 36th meeting of the second board of directors and the 14th meeting of the second board of supervisors deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company should use the temporarily idle raised funds of no more than 45 million yuan (including this amount) for cash management. The independent directors of the company expressed clear consent.
On October 18, 2021, the fifth meeting of the third board of directors and the fourth meeting of the third board of supervisors deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company should use up to 250 million yuan of idle raised funds for cash management. The independent directors of the company expressed clear consent.
The company will strictly control risks in accordance with relevant regulations and use some temporarily idle raised funds to purchase investment products with high safety and good liquidity, including but not limited to agreement deposits, call deposits, time deposits, large certificates of deposit, income certificates, treasury bonds, structural deposits, etc., and such cash management products shall not be used for pledge, It shall not be used for investment for the purpose of securities investment.
The income from the company's cash management belongs to the company, which is preferentially used to make up the insufficient investment amount of the raised investment projects and the working capital required by the company's daily operation, and manage and use the funds in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds.
As of December 31, 2021, the company has used 199708 million yuan of temporarily idle raised funds to purchase financial products this year, with a cumulative redemption amount of 220083 million yuan and an investment income of 7.0419 million yuan; The balance of financial products not redeemed is 165 million yuan, which is detailed as follows:
Issuing bank product name product type amount (10000 yuan) term expected income (day) profit rate
Shanghai Pudong Development Bank stock structured deposit Principal Guaranteed floating income 250000 14.00 2.65% shares Co., Ltd. Luoyang Branch
Shanghai Pudong Development Bank stock structured deposit Principal Guaranteed floating income 200000 31.00 3.15% share Co., Ltd. Luoyang Branch
Shanghai Pudong Development Bank Co., Ltd. Luoyang Branch
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Yanshi sub branch with structural deposit Principal Guaranteed floating income of 400000 93.00 3.40%
Total 1650000 //
(V) permanent replenishment of working capital by over raised funds
On December 27, 2019, the 30th meeting of the second board of directors and the 9th meeting of the second board of supervisors deliberated and approved the proposal on the company's use of part of the over raised funds to permanently supplement the working capital, and agreed to use part of the over raised funds of 60 million yuan to permanently supplement the working capital. The independent directors of the company expressed clear consent.
On January 13, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company's use of part of the over raised funds to permanently supplement the working capital, and agreed to use part of the over raised funds of 60 million yuan to permanently supplement the working capital.
On January 14, 2020, the company transferred 60 million yuan from the special fund-raising account of Shanghai Pudong Development Bank Co.Ltd(600000) Luoyang Branch to the general account of the company.
(VI) use of over raised funds for projects under construction and new projects
The total amount of over raised funds of the company is 216612100 yuan. The company used the over raised funds to pay other issuance expenses of RMB 10.687 million, of which the over raised funds replaced the issuance expenses paid in advance with self raised funds of RMB 2.055 million, and the rest of RMB 8.6321 million were paid in 2019 and 2020 respectively.
On December 27, 2019, it was deliberated at the 30th meeting of the second board of directors and the 9th meeting of the second board of supervisors
