Yantai Tayho Advanced Materials Co.Ltd(002254)
Verification report on the use of the previously raised funds
Zhongxinghua certified public accountants LLP address: 20 / F, tower sohob, Lize, No. 20, Lize Road, Fengtai District, Beijing zip code: 100073 Tel: (010) 51423818 Fax: (010) 51423816
catalogue
1、 Assurance report II. Special report on the use of the previously raised funds
Zhongxinghua Certified Public Accountants (special general partnership) Z ho N G x i n g h u a c e r t i f i e d p u b l i c a c o n t a n t s l p address (l o c a t I on): 20 / F, Tower B, Lize SOHO, 20 Lize Road, No. 20 Lize Road, No. 20 Lize Road, Lize SOHO, Fengtai District, Beijing, Fengtai District, Beijing PR China Tel (t e l): 0 1 0 – 5 1 4 2 3 8 1 8 fax (f a x): 0 1 0 – 5 1 4 2 3 8 1 6 about Yantai Tayho Advanced Materials Co.Ltd(002254)
Verification report on the use of the previously raised funds
Zthhhz (2022) No. 010166 Yantai Tayho Advanced Materials Co.Ltd(002254) all shareholders:
We have reviewed the attached special report on the use of previously raised funds prepared by Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as Yantai Tayho Advanced Materials Co.Ltd(002254) ) as of September 30, 2021.
1、 Responsibilities of the board of directors
Yantai Tayho Advanced Materials Co.Ltd(002254) the responsibility of the board of directors is to prepare the special report on the use of previously raised funds in accordance with the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on Yantai Tayho Advanced Materials Co.Ltd(002254) “special report on the use of funds raised last time” based on the implementation of assurance work. 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 standard requires us to plan and implement assurance work to obtain reasonable assurance on whether there is no material misstatement in the special report on the use of Yantai Tayho Advanced Materials Co.Ltd(002254) previously raised funds.
In the assurance process, we have implemented procedures including understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Assurance conclusion
We believe that the special report on the use of the previously raised funds prepared by the Yantai Tayho Advanced Materials Co.Ltd(002254) board of directors complies with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the CSRC
Zhongxinghua Certified Public Accountants (special general partnership)
It fairly reflects the use of the funds raised by Yantai Tayho Advanced Materials Co.Ltd(002254) as of September 30, 2021 in all major aspects.
5、 Restrictions on the users and purposes of the report
It should be noted that this assurance report is only for the purpose of Yantai Tayho Advanced Materials Co.Ltd(002254) applying for the issuance of securities and shall not be used for any other purpose. We agree to take this assurance report as an essential part of Yantai Tayho Advanced Materials Co.Ltd(002254) securities issuance application document and submit it together with other application materials.
Zhongxinghua Certified Public Accountants (special general partnership) Chinese certified public accountant: Wang Guangpeng
Beijing, China Certified Public Accountant: Yuan Nan
March 15, 2022
Yantai Tayho Advanced Materials Co.Ltd(002254)
Special report on the use of previously raised funds
Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the company or the company) and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
1、 Previous fund raising
(I) issuing shares, absorbing and merging Taihe Group and purchasing minstar assets
According to the reply on approving Yantai Tayho Advanced Materials Co.Ltd(002254) absorbing and merging Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and issuing shares to Yantai Guosheng Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 1103) received by the company on June 15, 2020 by the China Securities Regulatory Commission, Approve the company to issue 119341391 shares to Yantai Guofeng Investment Holding Group Co., Ltd. (hereinafter referred to as Guofeng holding), issue 114661336 shares to Yantai Yutai Investment Co., Ltd. (hereinafter referred to as Yutai investment), and absorb and merge Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. (hereinafter referred to as Taihe Group); Approved the company to issue 13247237 shares to Yantai Guosheng Investment Holding Co., Ltd. (hereinafter referred to as Guosheng holding), 4891287 shares to Yutai investment, 1131110 shares to Yantai Jiaoyun Group Co., Ltd. (hereinafter referred to as Jiaoyun group), 906926 shares to Yantai state owned Assets Management Co., Ltd. (hereinafter referred to as state owned assets management company) 285325 shares to Yao Zhenfang, 285325 shares to Liu Cuihua, 285325 shares to Wu Zhengguang, 142662 shares to Miao Fengxiang, 142662 shares to Zhou Fuzhao, 142662 shares to Gu Qimei, 142662 shares to Wu zonglai, 142662 shares to Hong suming, 142662 shares to song Yueshan, 74728 shares to Wang Dianxin Issue 69632 shares to Ju Chengfeng and 52649 shares to Wang Zhixin to purchase relevant assets; Approve the company’s non-public offering of shares to raise matching funds of no more than 500 million yuan.
The number of shares absorbed by Taihe Group after the first transaction is 2168 Xinjiang Haoyuan Natural Gas Co.Ltd(002700) yuan, which is calculated according to the price of 2685300 yuan of shares issued by Taihe Group after the first transaction, and the number of shares cancelled by Taihe Group is 2168 Xinjiang Haoyuan Natural Gas Co.Ltd(002700) yuan; In the previous transaction, the transaction price of 65.02% equity of Yantai minstar Special Paper Co., Ltd. (hereinafter referred to as minstar) was 2047328 million yuan. Based on the issuance price of 9.27 yuan / share, the total number of shares issued was 22085516. After the previous transaction, the company was the controlling shareholder of minstar and directly held 96.86% equity of minstar. The above transaction consideration was paid by the company
Payment by issuing shares. On September 8, 2020, tianyuanquan Certified Public Accountants (special general partnership) verified the capital of the above transactions and issued the capital verification report (tianyuanquan Yan Zi [2020] No. China Baoan Group Co.Ltd(000009) ). (II) raising supporting funds
In the previous transaction, the company issued 34340659 non-public RMB ordinary shares (A shares) at an issue price of 14.56 yuan per share, raising a total of 4999999504 yuan. After deducting 599474424 yuan of issuance expenses excluding tax, the net amount of raised funds was 49400525080 yuan. All the above funds were in place on October 23, 2020, which has been verified by tianyuanquan Certified Public Accountants (special general partnership) and issued the capital verification report (tianyuanquan Yan Zi [2020] No. 000013).
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of the raised funds, improve the efficiency and efficiency of the use of funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies The management system of Yantai Tayho Advanced Materials Co.Ltd(002254) raised funds (hereinafter referred to as the management system) has been formulated in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant regulations and in combination with the actual situation of the company. The management system was approved by the second meeting of the 10th board of directors and the third extraordinary general meeting of shareholders in 2020.
In accordance with the provisions of the management system, the company and its affiliated enterprise minstar have opened special accounts for the raised funds to store the raised funds. The company and its affiliated enterprises minstar and Citic Securities Company Limited(600030) (hereinafter referred to as Citic Securities Company Limited(600030) ) signed the tripartite supervision agreement on raised funds with China China Everbright Bank Company Limited Co.Ltd(601818) Yantai Economic and Technological Development Zone sub branch and Hua Xia Bank Co.Limited(600015) Yantai Free Trade Zone sub branch respectively in October 2020, There is no significant difference between the above three-party supervision agreement on raised funds and the model three-party supervision agreement of Shenzhen Stock Exchange, and the company has strictly followed and performed the raised funds.
(II) storage of raised funds in special account
As of September 30, 2021, the specific deposit of raised funds is as follows:
Deposit subject deposit bank account No. account category storage balance remarks
Yantai Taihe new Hua Xia Bank Co.Limited(600015) shares have raised funds
Material Co., Ltd. Yantai free trade 126560 China High-Speed Railway Technology Co.Ltd(000008) 36957 special account 20064900901-
Limited company district sub branch
Yantai Taihe new China China Everbright Bank Company Limited Co.Ltd(601818) shares
Materials Co., Ltd. Yantai 380801880 Beijing Dabeinong Technology Group Co.Ltd(002385) 61 raised funds of 0.00 has been sold to the special account of economic and Technological Development Zone of the company
Sub branch
Yantai minstar Hua Xia Bank Co.Limited(600015) shares have raised funds
Special Paper Co., Ltd. Yantai free trade 126560 China High-Speed Railway Technology Co.Ltd(000008) 37021 special account 1327257008-
Copy Co., Ltd. District sub branch
Total 213909
3、 Use of the previously raised funds
In the previous transaction, the price of absorbing and merging 100% equity of Taihe Group was 21692053 million yuan, and the price of purchasing 65.02% equity of minstar was 2047328 million yuan. The company paid the transaction consideration by issuing shares. As of September 30, 2021, the specific use of the matching funds raised by the company in the previous time is as follows:
Project amount
The amount of raised funds actually received is 49400525080
Plus: interest income of raised funds 280863217
Less: actual project amount paid from the special account for raised funds (supplementary working capital) 24612832921
Less: 3676397467 for project construction (including investment in early stage of replacement)
The balance of the special account for raised funds on September 30, 2021 was 21392157909
(I) comparison table of the use of the previously raised funds
See attached table 1 of this report for the comparison table of the use of the previously raised funds.
(II) early investment and replacement of previous raised investment projects
The company held the fourth meeting of the 10th board of directors and the fourth meeting of the 10th board of supervisors on November 27, 2020, deliberated and approved the proposal on using bank bills to pay the funds required for raised investment projects and replace them with the raised funds in the same amount, and agreed
