China Industrial Securities Co.Ltd(601377)
About Profit Cultural & Creative Group Co.Ltd(300640)
Verification opinions on the deposit and use of raised funds in 2021
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as “recommendation institution” and ” China Industrial Securities Co.Ltd(601377) “) as the recommendation institution in the continuous supervision stage of Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as ” Profit Cultural & Creative Group Co.Ltd(300640) ” and “the company”), according to 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 by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant provisions have carefully verified the deposit and use of raised funds in Profit Cultural & Creative Group Co.Ltd(300640) 2021. The specific verification conditions are as follows:
1、 Basic information of raised funds
(I) availability of raised funds
1. Availability of funds raised by the company’s initial public offering
According to the reply on the approval of Profit Cultural & Creative Group Co.Ltd(300640) initial public offering (zjxk [2017] No. 375) issued by China Securities Regulatory Commission on March 17, 2017 and with the consent of Shenzhen Stock Exchange, the company publicly issues no more than 20 million ordinary shares (A shares), with an issue price of 9.41 yuan per share. As of April 11, 2017, the capital contribution received from public shareholders was RMB 18820000000. After deducting the issuance fee of RMB 3883000000, the net amount of funds actually raised was RMB 14937000000. The above raised funds have been verified by Fujian Huaxing Certified Public Accountants (special general partnership) and issued the capital verification report (mhxso (2017) YZ No. a-001).
2. Availability of funds raised by the company by issuing shares to specific objects in 2020
On October 15, 2020, China Securities Regulatory Commission issued the approval on the issuance of specific shares to the specific registration object of the company. The company issued 66076254 ordinary shares (A shares) in RMB to 18 specific objects, with a par value of RMB 1.00 per share. The total amount of funds raised was RMB 34227499572. After deducting the expenses related to the issuance (including tax) of RMB 1271715388, the net amount of funds actually raised by the company was RMB 32955784184. The total share capital of the company was changed from 220774000 shares to 286850254 shares. Huaxing Certified Public Accountants (special general partnership) verified the availability of the raised funds and issued the capital verification report (HXYZ [2021] No. 21004310026) on March 16, 2021. All the above raised funds have been deposited in the special account for raised funds. The company and Fujian Dehong Zhihui Information Technology Co., Ltd. (hereinafter referred to as “Dehong Zhihui”), a wholly-owned subsidiary of the company implementing the raised investment project, have signed the tripartite supervision agreement on the special account for raised funds with the sponsor and the deposit bank of the special account for raised funds. (II) overall use and balance of raised funds
1. As of December 31, 2021, the overall use and balance of funds raised by the company’s initial public offering of shares:
Unit: RMB
Project amount
Net proceeds 14937000000
Less: as of December 31, 2021, the expenditure amount of raised investment projects was 15972849630
Including: 14674648700 Yuan directly invested in the raised investment project
Replace the self raised funds invested in advance with the raised funds 1298200930
Plus: as of December 31, 2021, the net amount of interest income deducting handling charges is 118773605
As of December 31, 2021, the investment income of financial products was 964227992
As of December 31, 2021, the balance of the company’s fund-raising account was 47151967
2. As of December 31, 2021, the overall use and balance of the company’s funds raised by issuing shares to specific objects in 2020:
Unit: RMB
Project amount
Net proceeds 32955784184
Less: as of December 31, 2021, the expenditure amount of raised investment projects is 3204324347
Of which: 3204324347 yuan is directly invested in the project with raised funds
Replace self raised funds invested in advance with raised funds 0
Fund amount of financial products not yet due 0
Plus: as of December 31, 2021, the net amount of interest income deducting handling charges is 109561198
As of December 31, 2021, the investment income of financial products was 375692342
Less: as of December 31, 2021, the amount of working capital temporarily supplemented by raised funds is 15000000000
As of December 31, 2021, the balance of the company’s fund-raising account was 15236713377
(III) use and balance of raised funds in the reporting period
1. During the reporting period, the use and balance of funds raised by the company’s initial public offering of shares:
Unit: RMB
Project amount
The balance of raised funds at the beginning of the year was 1885524466
Less: expenditure amount of raised investment projects in 2021: 1844765000
Including: 1844765000 yuan of funds directly invested in projects invested with raised funds in 2021
Replace the self raised funds invested in advance with the raised funds by 0.00
Plus: net interest income deducting handling charges in 2021: 3680172
Investment income of financial products in 2021: 2712329
As of December 31, 2021, the balance of the company’s fund-raising account was 47151967
2. During the reporting period, the use and balance of funds raised by the company’s issuance of shares to specific objects in 2020: unit: RMB
Project amount
The balance of raised funds at the beginning of the year was 32955784184
Less: expenditure amount of raised investment projects in 20213204324347
Including: 3204324347 yuan of funds directly invested in projects invested with raised funds in 2021
Replace self raised funds invested in advance with raised funds 0
Fund amount of financial products not yet due 0
Plus: net interest income deducting handling charges in 2021109561198
Investment income of financial products in 2021: 375692342
The amount of working capital temporarily supplemented by raised funds in 2021 is 15000000000
As of December 31, 2021, the balance of the company’s fund-raising account was 15236713377
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company’s raised funds and protect the legitimate rights and interests of investors, in accordance with the relevant provisions of 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 guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the measures for the management of raised funds of the company, The company has adopted a special account storage system for the raised funds.
1. Management of funds raised by the company’s initial public offering
The 11th meeting of the second board of directors of the company deliberated and approved the proposal on determining the special account for raised funds and authorizing the general manager to sign the tripartite supervision agreement, and authorized the general manager to sign the tripartite supervision agreement for raised funds with relevant banks and sponsors. On May 10, 2017, the company signed the tripartite supervision agreement on raised funds with China Merchants Bank Co.Ltd(600036) Fuzhou Gutian sub branch, Industrial Bank Co.Ltd(601166) Fuzhou Jin’an sub branch, China Minsheng Banking Corp.Ltd(600016) Fuzhou Hudong sub branch and the sponsor China Industrial Securities Co.Ltd(601377) to clarify 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. When using the raised funds, the company strictly performs the corresponding application and approval procedures, timely notifies the recommendation institution and accepts the supervision of the recommendation representative at any time.
The fourth meeting of the third board of directors was held on May 4, 2018, and the proposal on closing some raised investment projects and using the surplus raised funds to permanently supplement the working capital was considered and adopted. In view of the company’s long-term investment in the above-mentioned projects, the raised funds will be used to supplement the operating funds for the company’s initial public offering, so as to meet the actual operating needs of the company. As of June 13, 2018, the above permanent replenishment of working capital has been implemented by the company, the balance of the special account for raised funds has been transferred to the company’s own fund account, and the special account for raised funds has been cancelled
