Zijin Mining Group Company Limited(601899) raised funds deposit and actual use verification report December 31, 2021
Zijin Mining Group Company Limited(601899)
catalogue
Page 1. Verification report on the deposit and actual use of raised funds 1-2. Special report on the deposit and actual use of Zijin Mining Group Company Limited(601899) raised funds 3-11
Zijin Mining Group Company Limited(601899)
Special report on the deposit and actual use of raised funds
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Raised funds from private placement in 2016
Approved by the reply on approving Zijin Mining Group Company Limited(601899) non-public Development Bank shares (zjxk [2017] No. 289) of China Securities Regulatory Commission, Zijin Mining Group Company Limited(601899) (“the company”) privately issued 1490475241 ordinary shares (A shares) in May 2017, with an issue price of 3.11 yuan per share and a total raised capital of 463537799951 yuan, After deducting the issuance expenses of RMB 3845804059, the net amount of actually raised funds is RMB 459691995892. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the capital availability of the company’s issuance, and issued Zijin Mining Group Company Limited(601899) capital verification report (Ernst & Young Huaming (2017) Yan Zi No. 60468092h02) on May 24, 2017.
2. Funds raised by public additional issuance in 2018
Approved by the reply on approving Zijin Mining Group Company Limited(601899) additional shares issued by China Securities Regulatory Commission (zjxk [2019] No. 1942), the company issued no more than 3.4 billion ordinary shares (A shares) to the public. As of November 21, 2019, the company has actually issued 2346041055 ordinary shares in the issuance of a shares, with the issuance price of RMB 3.41 per share, and the total amount of funds raised is RMB 799999755. After deducting the issuance expenses of RMB 15257203012, the net amount of funds actually raised is RMB 784742796743. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the capital availability of the company’s issuance, and issued the Zijin Mining Group Company Limited(601899) capital verification report (Ernst & Young Huaming (2019) Yan Zi No. 60468092h01) on November 21, 2019.
3. Funds raised by public issuance of convertible corporate bonds in 2020
Approved by the reply on approving Zijin Mining Group Company Limited(601899) public issuance of convertible corporate bonds (zjxk [2020] No. 2613) of China Securities Regulatory Commission, the company publicly issues convertible corporate bonds with a total face value of RMB 6 billion for a period of 5 years. The total amount of funds raised from the public offering of convertible corporate bonds is RMB 600 million, after deducting the underwriting and recommendation fees of RMB 27 million.00, the actually received subscription funds for convertible corporate bonds are RMB 5973000000000, and after deducting the lawyer’s fees, accountant’s fees, registration fees, credit evaluation fees, information disclosure fees and other issuance expenses, the total amount is RMB 448697048, plus the underwriting and recommendation fees, lawyer’s fees Other issuance expenses such as accountants’ fees, registration fees, credit evaluation fees and information disclosure fees can be deducted from the input tax of value-added tax, totaling 177203773 yuan, and the net amount of funds actually raised is 597028506725 yuan. Ernst & Young Huaming Certified Public Accountants (special general partnership) has verified the capital availability of the company’s issuance, and issued the verification report on the raised funds of Zijin Mining Group Company Limited(601899) public convertible bonds (Ernst & Young Huaming (2020) Yan Zi No. 60468092h01) on November 9, 2020.
(II) use and balance of raised funds
As of December 31, 2021, all the funds raised by non-public offering in 2016 and public additional offering in 2018 have been used, the relevant special account for raised funds has gone through the cancellation procedures, and the funds raised by convertible corporate bonds issued in 2020 have been invested in the raised investment projects of RMB 4544938300, The balance of unused raised funds is RMB 1462964200 (including interest generated from raised bank deposits and deducting bank handling charges). 2、 Deposit and management of raised funds
(I) management measures for raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (CSRC announcement [2012] No. 44) issued by the China Securities Regulatory Commission Relevant regulations and requirements of Shanghai Stock Exchange, such as the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013), the guidelines for the format of No. 1 interim announcement of the memorandum on daily information disclosure of listed companies, No. 16 special report on the deposit and actual use of funds raised by listed companies (revised in 2015), and in combination with the actual situation of the company, The measures for the management of Zijin Mining Group Company Limited(601899) raised funds (hereinafter referred to as the “measures for the management of raised funds”) was formulated and approved by the general meeting of shareholders of the company.
1. Raised funds from private placement in 2016
According to the measures for the administration of raised funds, on June 14, 2017, the company and Anxin Securities Co., Ltd. (“Anxin securities”) and China Industrial And Commercial Bank Of China Limited(601398) Shanghang sub branch (hereinafter referred to as “ICBC Shanghang sub branch”), Agricultural Bank Of China Limited(601288) Shanghang County sub branch (hereinafter referred to as “ABC Shanghang sub branch”) Industrial Bank Co.Ltd(601166) Shanghang sub branch (hereinafter referred to as ” Industrial Bank Co.Ltd(601166) Shanghang sub branch”) signed the tripartite supervision agreement on the storage of special account for raised funds; On July 13, 2017, the company, Zijin Copper Co., Ltd. (hereinafter referred to as “Zijin Copper”) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with ICBC Shanghang branch; The company, Jinshan (Hong Kong) International Mining Co., Ltd. (hereinafter referred to as “Jinshan Hong Kong”) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with Shanghang branch of Agricultural Bank of China; The company, musonoi Mining Co., Ltd. (hereinafter referred to as “musonoi company”) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with Shanghang branch of Agricultural Bank of China.
On June 19, 2018, the company, ICBC Shanghang sub branch and Anxin securities respectively cooperated with Zijin International Mining Co., Ltd. (hereinafter referred to as “Zijin international”), a wholly-owned subsidiary of the company, and Heilongjiang Duobaoshan Copper Co., Ltd. (hereinafter referred to as “Duobaoshan copper”) Heilongjiang Zijin Copper Co., Ltd. (hereinafter referred to as “Heilongjiang Zijin Copper”) completed the signing of three quadripartite supervision agreements on the storage of raised funds in the special account for raised funds after the change of raised investment projects, clarifying the rights and obligations of all parties. There is no significant difference between the above regulatory agreement and the tripartite regulatory agreement on raised funds (model) formulated by Shanghai Stock Exchange, and the actual performance is good.
2. Public additional shares in 2018
According to the measures for the administration of raised funds, on November 22, 2019, the company and Anxin securities signed the tripartite supervision agreement on the storage of raised funds with Fujian Branch of China Development Bank, Shanghang branch of ICBC and Shanghang branch of China Construction Bank. There is no significant difference between the above regulatory agreement and the tripartite regulatory agreement on raised funds (model) formulated by Shanghai Stock Exchange, and the actual performance is good.
3. Public issuance of convertible corporate bonds in 2020
According to the measures for the management of raised funds, after the raised funds are in place, the company and Anxin securities signed the tripartite supervision agreement on the storage of raised funds special account with ICBC Shanghang sub branch, Agricultural Bank of China Shanghang sub branch and Industrial Bank Co.Ltd(601166) Shanghang sub branch respectively; The company, Jinshan Hong Kong and Anxin securities signed the four party supervision agreement on the storage of special account for raised funds with Shanghang branch of ICBC and Shanghang branch of Agricultural Bank of China respectively; The company, Heilongjiang Tongshan Mining Co., Ltd. (hereinafter referred to as “Heilongjiang Tongshan mining”), Anxin securities and Industrial Bank Co.Ltd(601166) Shanghang sub branch signed the four party supervision agreement on the storage of special account for raised funds; The company, Serbia Zijin Mining Group Company Limited(601899) Co., Ltd. (hereinafter referred to as “Serbia Zijin Mining Group Company Limited(601899) “) and Anxin securities signed the four party supervision agreement on the storage of special account for raised funds with Bank Of China Limited(601988) (Serbia) Co., Ltd; The company, cukarupeki B.V. and Anxin securities signed the four party supervision agreement on the storage of special account for raised funds with Rotterdam branch of Bank Of China Limited(601988) (Luxembourg) Co., Ltd; The company, Heilongjiang Zijin Mining Group Company Limited(601899) Co., Ltd. (hereinafter referred to as “Heilongjiang Zijin Mining Group Company Limited(601899) “) and Anxin securities signed the four party supervision agreement on special account storage of raised funds with Industrial Bank Co.Ltd(601166) Shanghang sub branch. There is no significant difference between the above regulatory agreement and the tripartite regulatory agreement on raised funds (model) formulated by Shanghai Stock Exchange, and the actual performance is good.
(II) storage of raised funds in special account
1. Non public offering of shares in 2016
As of December 31, 2021, the deposit and actual use of the company’s 2016 private placement funds in the special account are as follows:
Unit: RMB 10000
Account name account no. of deposit bank raised funds raised funds remarks account initial amount balance of special account
Zijin Mining Group Company Limited(601899) Group Co., Ltd. Shanghang sub branch of ICBC 141 Guangdong Dongpeng Holdings Co.Ltd(003012) 902098997 — closed company
Zijin Copper Co., Ltd. ICBC Gujiao sub branch 141 Jiangsu Chuanzhiboke Education Technology Co.Ltd(003032) 910000979310510.22 – account closed
Zijin Mining Group Company Limited(601899) Group Co., Ltd. Shanghang branch of Agricultural Bank of China 137401010614418703821 – closed company
Jinshan (Hong Kong) International Mining and Agricultural Bank of China Shanghang sub branch 137401140484 Sichuan Datong Gas Development Co.Ltd(000593) 8132.75 – closed account Co., Ltd
Musonoi Mining Co., Ltd. Shanghang sub branch of Agricultural Bank of China 137401140484 Guangdong Provincial Expressway Development Co.Ltd(000429) 7947.25 – closed account Co., Ltd
Zijin Mining Group Company Limited(601899) Group Co., Ltd. Industrial Bank Co.Ltd(601166) Shanghang 1750101001 Henan Shenhuo Coal&Power Co.Ltd(000933) 0312610307 – closed company sub branch
Zijin International Mining Co., Ltd. ICBC Shanghang sub branch 141 Zhejiang Walrus New Material Co.Ltd(003011) 9 Weihai Guangtai Airport Equipment Co.Ltd(002111) 021 — account closed
Special fund-raising of raised funds
Account name opening bank account number initial amount special account remarks
balance
Heilongjiang Duobaoshan Copper Co., Ltd. Shanghang sub branch of ICBC 141 Zhejiang Walrus New Material Co.Ltd(003011) 9 Weihai Guangtai Airport Equipment Co.Ltd(002111) 1145 — account closed
limited company
Heilongjiang Zijin Copper Co., Ltd. Shanghang branch of ICBC 141 Guangdong Dongpeng Holdings Co.Ltd(003012) 9 Sansteel Minguang Co.Ltd.Fujian(002110) 601 — account closed
department
Total 45973150-
Note: the difference between the initial total amount of the special account for raised funds of 4597315 million yuan and the initial net amount of raised funds of 459692 million yuan is 395000 yuan. The reason for the difference is that the company uses the non raised funds to pay the issuance expenses of 395000 yuan to the intermediary before receiving the funds raised by non-public offering, This part of the issuance expenses has been deducted in the calculation of the initial net amount of the raised funds, but has not been deducted from the special account of the raised funds. As of December 31, 2019, all the above raised funds have been used up and the above special accounts have been closed.
2. Funds raised by public additional issuance in 2018
As of December 31, 2021, the deposit and actual use of the funds raised by the company’s public offering in 2018 in the special account
