About Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Special verification opinions on the deposit and use of raised funds in 2021
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as the "sponsor") is the sponsor of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as the " Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) " company ") to publicly issue convertible corporate bonds, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the "gem stock listing rules"), and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM (hereinafter referred to as the "gem stock listing rules")“ In accordance with the relevant provisions of the "standardized operation of companies listed on the gem") "guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies" (hereinafter referred to as "regulatory guidelines No. 2"), the company has verified the deposit and use of raised funds in 2021. The verification results and verification opinions are as follows:
1、 Basic information of raised funds
(I) actual amount and availability of raised funds
Approved by the reply on approving Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) public issuance of convertible corporate bonds (zjxk [2020] No. 300) of China Securities Regulatory Commission, the company publicly issued 2540000 convertible corporate bonds to the public on March 20, 2020, raising a total of 2540000000 yuan. With the consent of Shenzhen Stock Exchange "SZS [2020] No. 288", convertible bonds will be listed and traded in Shenzhen Stock Exchange from April 17, 2020. As of March 26, 2020, the amount of 2470000000 yuan after deducting the underwriting and recommendation expenses of 7000000 yuan (including tax) has been deposited into the special account for raised funds of Bank Of Jiangsu Co.Ltd(600919) Nanjing Pukou sub branch of the company on March 26, 2020. After deducting the recommendation and underwriting fees of 6 Wg Tech (Jiang Xi) Co.Ltd(603773) 58 yuan (excluding tax), lawyer fees of 30000000 yuan (excluding tax), audit and capital verification fees of 23584905 yuan (excluding tax), credit rating fees of 23584905 yuan (excluding tax), issuance handling fees, information disclosure fees and other fees of 104283019 yuan (excluding tax) as agreed in the relevant agreements, the total amount of funds raised in this issuance will be deducted, The net amount of raised funds is 24558169813 yuan. The capital raised by the partnership was verified by Zhonghui Certified Public Accountants (No. 4583, 2020) on September 9, 2020.
(II) deposit and management of raised funds
In order to standardize the management and use of raised funds and protect the interests of investors, the company has formulated the Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) raised funds use management system (hereinafter referred to as "raised funds use management system") in accordance with the relevant provisions and requirements of the gem stock listing rules and the standardized operation of GEM listed companies) and in combination with the actual situation of the company.
According to the regulatory requirements and the management system for the use of raised funds, the company adopts the special account storage system for the raised funds, establishes a special account for the raised funds in the bank, and signs the tripartite supervision agreement for the raised funds with the sponsor and Bank Of Jiangsu Co.Ltd(600919) Nanjing Branch 1, which implements the special account storage for the raised funds and defines the rights and obligations of all parties. There is no significant difference between the tripartite supervision agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange. The company has strictly followed and performed the raised funds in order to facilitate the management and use of the raised funds and supervise their use, so as to ensure that the special funds are used for special purposes. In 2021, all parties to the agreement performed relevant responsibilities in accordance with the provisions of the agreement.
As of December 31, 2021, the company has raised funds in the following special account:
Deposit bank account number account category storage balance (yuan) remarks
Bank Of Jiangsu Co.Ltd(600919) Nanjing Jiangbei new area sub branch 31080188 Anhui Fengyuan Pharmaceutical Co.Ltd(000153) 325 special account for raised funds 506985163-
2、 Use and balance of raised funds
In 2020, the amount of self raised funds invested in investment projects with raised funds in advance was 142736 million yuan, 1.4244 million yuan was used in 2020 and 2.0817 million yuan was used in this year.
According to the proposal on temporarily replenishing working capital with some idle raised funds adopted by the board of directors of the company, it is agreed that the company will temporarily replenish working capital with some idle raised funds of convertible bonds under the premise of ensuring the normal operation of the investment project of raised funds of convertible bonds, with an amount not exceeding RMB 150 million. 1 due to the adjustment of Bank Of Jiangsu Co.Ltd(600919) internal business structure, The deposit bank of the company's raised funds is adjusted from Bank Of Jiangsu Co.Ltd(600919) Nanjing Pukou sub branch to Bank Of Jiangsu Co.Ltd(600919) Nanjing Jiangbei new area sub branch, and the bank account number remains unchanged Bank Of Jiangsu Co.Ltd(600919) Nanjing Branch, as the direct superior organization of Bank Of Jiangsu Co.Ltd(600919) Nanjing Pukou sub branch and Bank Of Jiangsu Co.Ltd(600919) Nanjing Jiangbei new area sub branch, signed the tripartite supervision agreement on raised funds with the company and the sponsor.
As of December 31, 2021, 110 million yuan has been used.
As of December 31, 2021, the balance of raised funds was 235069900 yuan (including the amount of temporary supplementary working capital that has not been returned and the net amount of financial management and interest income deducting bank handling fees), of which the amount of temporary supplementary working capital that has not been returned was 110 million yuan, and the balance deposited in the special account for raised funds was 5069900 yuan, which was approved by the general meeting of shareholders and the board of directors of the company, 120 million yuan of Principal Guaranteed bank financial products purchased with idle raised funds.
3、 Actual use of raised funds this year
The actual use of the company's raised funds in 2021 is detailed in the Annex: comparison table of the use of raised funds.
4、 Idle raised funds to supplement working capital
1. The 10th meeting of the 7th board of directors and the 6th meeting of the 7th board of supervisors held by the board of directors of the company deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use some idle raised funds of convertible bonds to temporarily supplement working capital on the premise of ensuring the normal operation of the investment project of raised funds of convertible bonds, The amount does not exceed RMB 100 million. As of August 4, 2021, the company has returned all idle raised funds used to temporarily supplement working capital in advance.
2. The company held the 19th meeting of the 7th board of directors and the 12th meeting of the 7th board of supervisors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital respectively, and agreed that the company would use some idle raised funds to temporarily supplement working capital on the premise of ensuring the normal operation of the investment project of convertible bond raised funds, The amount shall not exceed RMB 150 million, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. Within the validity period, the above amount can be used in rolling and recycling, and will be returned to the special account for raised funds before expiration. As of December 31, 2021, the company used idle raised funds to supplement the working capital balance of RMB 110 million.
5、 Idle raised funds for cash management and investment in related products
At the 11th meeting of the 7th board of directors held on April 11, 2021, the company deliberated and approved the proposal on using some idle raised funds and self owned funds for cash management, and agreed that the company would use total funds on the premise that it would not affect the normal progress of the investment plan of raised funds and the funds required by the company's daily operation
No more than 280 million yuan of idle raised funds and self owned funds (including: the company uses idle raised funds of no more than 230 million yuan and the company uses self owned funds of no more than 50 million yuan) to buy financial products with high security, good liquidity and low risk, of which the raised funds can only buy principal guaranteed financial products. The investment funds can be used on a rolling basis within the above quota and the term of this investment authorization. The company held the 2020 annual general meeting of shareholders on May 7, 2021 and considered and approved the above matters.
As of December 31, 2021, the company's financial products purchased with temporarily idle raised funds that have not yet expired are as follows:
Issuer product name type amount (yuan)
Bank Of Jiangsu Co.Ltd(600919) corporate structured deposit No. 43, 2021, 6-month B Principal Guaranteed floating income
Yixing 5000000000
Citic Securities Company Limited(600030) Xinzhi anying series [348] period income voucher breakeven floating income
Yixing 3000000000
Bank Of Jiangsu Co.Ltd(600919) corporate structured deposit 2022 phase 1 6-month B Principal Guaranteed floating income
Yixing 4000000000
Total 12000000000
6、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
In 2021, the company did not change the investment projects with raised funds.
(II) description of the situation that the benefits cannot be calculated separately for the change of the investment project with raised funds
In 2021, the company did not change the investment projects with raised funds.
(III) description of external transfer or replacement of investment projects with raised funds
In 2021, there was no external transfer or replacement of the company's investment projects with raised funds.
7、 Problems in the use and disclosure of raised funds
In 2021, the relevant information disclosed by the company and the raised funds were not disclosed in a timely, untrue, inaccurate or incomplete manner; There are no irregularities in the deposit, use, management and disclosure of raised funds.
8、 Verification procedures and opinions of the recommendation institution
During the reporting period, the sponsor checked the deposit and use of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) raised funds and the implementation of the investment project with raised funds by means of data review, on-site inspection, interview and communication. The main verification contents include: consulting the bank statement of the company for the deposit of raised funds, the original vouchers for the use of raised funds, relevant reports of intermediaries Relevant announcements and other materials on the use of raised funds, and communicate with relevant personnel.
After verification, the recommendation institution believes that: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) the deposit and actual use of the raised funds in 2021 comply with the provisions of laws and regulations such as the gem stock listing rules, the standardized operation of companies listed on the gem, and the regulatory guidelines No. 2. It has made special account deposit and special use of the raised funds, and timely fulfilled the obligations of relevant information disclosure, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case that the use of the raised funds violates relevant laws and regulations. The recommendation institution has no objection to the deposit and actual use of the raised funds in Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) 2021.
(no text below)
enclosure:
Comparison table of use of raised funds
Year 2021
Unit: RMB 10000
The total amount of raised funds is 2455817, and the total amount of raised funds invested in this year is 208.17
Total amount of raised funds with changed purposes during the reporting period-
Accumulated total amount of raised funds with changed purposes
