Guangzhou Jiacheng International Logistics Co.Ltd(603535)
Special report on the use of previously raised funds
According to the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as “the company” or “the company”) has prepared the report on the use of the previously raised funds as of December 31, 2021, and now the use of the raised funds is reported as follows:
1、 Basic information of the previously raised funds
(I) basic information of initial public offering and fund raising
With the approval of the reply on the approval of Guangzhou Jiacheng International Logistics Co.Ltd(603535) initial public offering of shares (zjxk [2017] No. 1104) issued by the China Securities Regulatory Commission, the company issued 37 Shanghai Pudong Development Bank Co.Ltd(600000) 00 ordinary shares (A shares) to the public for the first time, with a par value of 1.00 yuan per share, an issue price of 15.17 yuan per share and a total raised capital of 57039200000 yuan, After deducting the issuance expenses of RMB 4543804680, the net amount of funds actually raised was RMB 52495395320.
As of August 2, 2017, all the monetary funds raised by the initial public offering have arrived at the company and entered into the account, which has been verified by the capital verification report “ghyyz [2017] No. g17 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 223″ issued by Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership).
(II) basic information of financing funds raised after the listing of the company
1. Guangzhou Jiacheng International Logistics Co.Ltd(603535) non public offering of shares and fund raising in 2021
With the approval of the reply on the approval of Guangzhou Jiacheng International Logistics Co.Ltd(603535) non-public Development Bank shares (zjxk [2021] No. 2202) issued by the China Securities Regulatory Commission, the company issued 1046057600 RMB ordinary shares (A shares) to Duan rongwen, Huang Yanting and Huang Ping, with a par value of 1.00 yuan per share, an issue price of 12.81 yuan per share and a total raised capital of 13399997856 yuan, After deducting various issuance expenses of RMB 393861836, the net amount of funds actually raised is RMB 1 Shanghai Fullhan Microelectronics Co.Ltd(300613) 6020.
As of August 23, 2021, all the monetary funds raised by non-public offering have arrived at the company and entered into the account, which has been verified by the capital verification report of “Huaxing Yan Zi [2021] No. 21 Tcl Technology Group Corporation(000100) 202″ issued by Huaxing Certified Public Accountants (special general partnership).
(III) management and storage of previously raised funds
1. Management of raised funds
In order to standardize the storage, use and management of raised funds, ensure the safety of raised funds and maximize the legitimate rights and interests of investors, the company has formulated Guangzhou Jiacheng International Logistics Co.Ltd(603535) raised funds management system (hereinafter referred to as “raised funds management system”) in accordance with the provisions of relevant laws and regulations and the actual situation of the company Specific and clear provisions have been made in terms of change and supervision. By the end of the reporting period, the company had managed the raised funds in strict accordance with the provisions of the raised funds management system, and there was no violation of the provisions of the system in the storage, utilization, change and supervision of the raised funds.
According to the requirements of the raised funds management system, in combination with the company’s business needs and the commitments in the prospectus, the proposal on signing the tripartite supervision agreement on the storage of raised funds in the special account was deliberated and adopted at the seventh meeting of the third board of directors. The company and Gf Securities Co.Ltd(000776) , Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch, which stores the raised funds in the special account China Construction Bank Corporation(601939) Guangdong pilot Free Trade Zone Branch, Ping An Bank Co.Ltd(000001) Guangzhou Branch and Bank Of China Limited(601988) Nansha branch of Guangdong pilot Free Trade Zone signed the tripartite supervision agreement on the storage of special account for raised funds respectively.
According to the prospectus of Guangzhou Jiacheng International Logistics Co.Ltd(603535) initial public offering, the implementation subject of Guangzhou Jiacheng International Logistics Co.Ltd(603535) port (phase II) project in the raised capital investment project is Guangzhou Dajin Supply Chain Management Co., Ltd., the holding subsidiary of the company. The seventh meeting of the third board of directors deliberated and approved the proposal on signing the four party supervision agreement on the storage of raised funds in a special account. The company and Guangzhou Dajin Supply Chain Management Co., Ltd. Gf Securities Co.Ltd(000776) , Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch for the storage of raised funds in a special account, China Construction Bank Corporation(601939) Guangdong pilot Free Trade Zone Branch Industrial Bank Co.Ltd(601166) Guangzhou Branch and China Merchants Bank Co.Ltd(600036) Guangzhou Yinglong Plaza sub branch signed the four party supervision agreement on the storage of special account for raised funds respectively.
On September 17, 2018, the company held the 15th meeting of the third board of directors, which deliberated and adopted the proposal on adding a special account for the storage of raised funds. The company signed the tripartite supervision agreement on the storage of raised funds with Gf Securities Co.Ltd(000776) and China Minsheng Banking Corp.Ltd(600016) Guangzhou Branch, which stores the raised funds in a special account. The company signed the four party supervision agreement on the special account storage of raised funds with Guangzhou Dajin Supply Chain Management Co., Ltd. Gf Securities Co.Ltd(000776) and China Minsheng Banking Corp.Ltd(600016) Guangzhou Branch, which stores the raised funds in a special account.
On March 27, 2019, the company held the 20th meeting of the third board of directors and the 15th meeting of the third board of supervisors, deliberated and adopted the proposal on adding a special account for the storage of raised funds. The company and Guangzhou Dajin Supply Chain Management Co., Ltd., Gf Securities Co.Ltd(000776) , Shanghai Pudong Development Bank Co.Ltd(600000) Guangzhou Branch signed the four party supervision agreement on the storage of special account for raised funds.
On April 28, 2020, the company held the sixth meeting of the Fourth Board of directors, deliberated and approved the proposal on establishing a special storage account for raised funds, and the company plans to store and manage the raised funds in a special account.
On September 7, 2021, the company signed the tripartite supervision agreement on the storage of raised funds with Guodu Securities Co., Ltd. and Bank Of China Limited(601988) Guangzhou Dongyong sub branch, which stores the raised funds in a special account. The company signed the four party supervision agreement on the special account storage of raised funds with Guangzhou Dajin Supply Chain Management Co., Ltd., Guodu Securities Co., Ltd. and Bank Of China Limited(601988) Guangzhou Dongyong sub branch with a special account for the storage of raised funds.
The tripartite supervision agreement on the storage of raised funds and the quadripartite supervision agreement on the storage of raised funds clarify the rights and obligations of all parties, and their content and format are not significantly different from the model tripartite supervision agreement of Shanghai Stock Exchange. The company deposits, uses and manages the raised funds in strict accordance with the provisions of the agreement. There are no problems in the performance of the tripartite supervision agreement on the storage of raised funds and the quadripartite supervision agreement on the storage of raised funds.
2. Storage of raised funds in special account
As of December 31, 2021, the deposit amount of raised funds in the special bank account is 89566894 yuan. The specific deposit of raised funds is as follows:
Monetary unit: RMB
Bank account balance of the company’s deposit bank remarks on bank financial products
amount of money
Guangzhou Guangzhou Jiacheng International Logistics Co.Ltd(603535) Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road IPO raised Logistics Co., Ltd. sub branch 3602004429200827829 — Jin, account closed company
Guangzhou Guangzhou Jiacheng International Logistics Co.Ltd(603535) Ping An Bank Co.Ltd(000001) Guangzhou Huanshi East IPO raised capital Logistics Co., Ltd. highway sub branch 15 Shenzhen Airport Co.Ltd(000089) 237415 — Jin, closed account department
Guangzhou Guangzhou Jiacheng International Logistics Co.Ltd(603535) Bank Of China Limited(601988) Guangzhou Dongyong branch IPO raised capital Logistics Co., Ltd. 683469029877 — Jin, has been closed
Guangzhou Guangzhou Jiacheng International Logistics Co.Ltd(603535) China Construction Bank Guangzhou Nansha Dongyong branch IPO raised capital Logistics Co., Ltd. 4405015314060 China Union Holdings Ltd(000036) 4 — Jin, has been closed
Guangzhou Dajin Supply Construction Bank Guangzhou Nansha Dongyong branch – IPO Raised Capital Chain Management Co., Ltd. 4405015314060 China Tianying Inc(000035) 7 – gold, which has been closed
Bank account balance of the company’s deposit bank remarks on bank financial products
amount of money
Guangzhou Dajin supply China Minsheng Banking Corp.Ltd(600016) Guangzhou sub branch – IPO Raised Capital Chain Management Co., Ltd. 630364970 – gold, account closed
Guangzhou Tianhe capital raising and Supply Chain Management Co., Ltd
Guangzhou Dajin supply Shanghai Pudong Development Bank guangipo Raised Capital Chain Management Co., Ltd. Nansha branch of East pilot free trade zone 82280078808000390 – gold, has been closed
Guangzhou Guangzhou Jiacheng International Logistics Co.Ltd(603535) non public offering logistics Co., Ltd. Bank Of China Limited(601988) Guangzhou Dongyong branch 6561747787988571932543000000000 shares raised by the company
Non public offering of Guangzhou Daikin supply Bank Of China Limited(601988) Guangzhou Dongyong branch 631474774494638475.69 – funds of stock raising capital chain management Co., Ltd
Total: 438994000000
2、 Actual use of the previously raised funds
(I) use of funds raised last time
See “Schedule 1” and “schedule 2” of this report for the use of the funds raised in the previous time.
(II) reasons for the difference between the total amount of investment and the actual amount of funds raised
The actual investment of ” Guangzhou Jiacheng International Logistics Co.Ltd(603535) port (phase II)” is 6261076 million yuan, and the promised investment is 598954 million yuan. The actual investment of the project is 271537 million yuan higher than the promised investment, mainly because the project expenditure uses raised funds
