China Securities Co.Ltd(601066)
About Pci Technology Group Co.Ltd(600728)
Verification opinions on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "recommendation institution") is a recommendation institution to undertake the continuous supervision of Pci Technology Group Co.Ltd(600728) (hereinafter referred to as " Pci Technology Group Co.Ltd(600728) " or "the company") in the public issuance of convertible corporate bonds in 2018. According to the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shanghai Stock Exchange The deposit and use of raised funds in Pci Technology Group Co.Ltd(600728) 2021 have been carefully and prudently verified in accordance with the requirements of the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies. The details of the verification are as follows:
1、 Basic information of raised funds
On November 27, 2018, the China Securities Regulatory Commission issued the reply on Approving the public issuance of convertible corporate bonds by Jiadu Xintai Technology Co., Ltd. (zjxk [2018] No. 1970), approving the company to issue convertible corporate bonds with a total face value of 87472310000 yuan to the public for a period of 6 years. According to the issuance results, the face value of each convertible corporate bond issued by the company is RMB 100, the issuance price is RMB 100, the number of issued bonds is 874723, and the total amount of raised funds is RMB 87472300000.
As of December 25, 2018, the company has actually issued 874723 convertible corporate bonds, and the total amount of funds raised is RMB 87472300000 (in words: RMB 874 million seven hundred and twenty-three thousand only). After deducting the sponsor underwriting fee of RMB 874723000, the net amount of the above funds raised is RMB 86597577000 (in words: RMB eight hundred and sixty-five million nine hundred and seventy-five thousand seven hundred and seventy only), which was deposited by Gf Securities Co.Ltd(000776) to the special account for raised funds opened by the company in Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch in China with account number 3602004429200327444 on December 25, 2018. The total amount of funds raised from the public issuance of convertible corporate bonds is RMB 87472300000. After deducting the total amount of tax included in the issuance expenses of RMB 1343373000, the actual net amount of funds raised is RMB 86128927000 (in words: RMB 861 million two hundred and eighty-nine thousand two hundred and seventy only). The availability of the raised funds has been verified by Tianzhi International Certified Public Accountants (special general partnership), and a capital verification report of "Tian Ye Ye Zi [2018] No. 23496" was issued on December 26, 2018.
As of December 31, 2021, the actual use of the company's raised funds is as follows:
Unit: RMB
Project amount
On December 25, 2018, the net amount of raised funds was 86597577000
Less: 7723 Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) used in 2019
Less: 17276027326 used in 2020
Less: 15944467154 used in 2021
Less: self raised funds invested in the early stage of replacement 3868529743
Less: issuing expenses 468647230
Less: temporary current supplement 40700000000
Less: purchase financial management-
Plus: financial income 766524707
Plus: deposit interest income minus bank charges paid 342444241
Balance on December 31, 2021: 1725872272
2、 Management of raised funds
(I) management system of raised funds
In order to regulate the management and use of the raised funds of the company and protect the interests of investors, in accordance with the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shanghai Stock Exchange, 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 measures for the administration of the raised funds of listed companies of Shanghai Stock Exchange and other relevant provisions, In combination with the actual situation, the company has formulated the management system of raised funds and implemented a special account storage system for the raised funds.
(II) tripartite supervision agreement of raised funds
On May 9, 2020, the company and China Securities Co.Ltd(601066) signed the tripartite supervision agreement on the storage of raised funds with Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch, China Merchants Bank Co.Ltd(600036) Guangzhou Fuli center sub branch, Bank of Guangzhou Jixiang sub branch and Bank Of China Limited(601988) Guangzhou Dongshan sub branch for the raised funds in 2018.
There is no significant difference between the above agreement and the tripartite supervision agreement (model) on the special account storage of raised funds of Shanghai Stock Exchange.
(III) storage of raised funds in special account
The board of directors of the company approved the opening of five special accounts for the raised funds, including Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch, China Merchants Bank Co.Ltd(600036) Guangzhou Fuli center sub branch, Bank Of China Limited(601988) Guangzhou Dongshan sub branch and Jixiang sub branch of Bank of Guangzhou, and implemented the special account storage system for the raised funds.
As of December 31, 2021, the deposit balance of the raised funds deposit account is as follows:
Unit: RMB
Deposit bank account number deposit method balance
Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch 3602004429200327444 current deposit 273327245
China Merchants Bank Co.Ltd(600036) Guangzhou Fuli center sub branch 12091482481088current deposit 525878620
Bank Of China Limited(601988) Guangzhou Dongshan sub branch 673071078819 current deposit 381005254
Jixiang sub branch of Bank of Guangzhou 8 Innovation Medical Management Co.Ltd(002173) 61902366 current deposit 545661118
Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch 3602004429200454492 current deposit 0.35
Total 1725872272
3、 Use of raised funds
(I) comparison table of use of raised funds
For the actual use of the raised funds, see attached table 1 comparison table of the use of the funds raised by convertible corporate bonds in 2018 and attached table 2 comparison table of the benefits realized by the investment projects of the funds raised by convertible corporate bonds in 2018.
(II) reasons and conditions for the inability to calculate the benefits of investment projects with raised funds separately
In 2021, there was no case that the benefits of investment projects with raised funds could not be calculated separately.
(III) termination and settlement of investment projects with raised funds
In 2021, the company did not have any termination and settlement of investment projects with raised funds.
(IV) changes in actual investment projects of raised funds
The company did not change the actual investment projects of the raised funds in 2021.
(V) early investment and replacement of raised investment projects
On January 22, 2019, the fourth interim meeting of the eighth board of directors in 2019 and the first interim meeting of the eighth board of supervisors in 2019 deliberated and approved the proposal on replacing self raised funds invested in advance with raised funds, and agreed that the company would replace self raised funds invested in advance with this raised funds, with a replacement amount of 4148429743 yuan, including 3868529743 yuan of actual investment in projects invested in advance, The issuance fee of 279900000 yuan shall be paid in advance. Tianzhi International Certified Public Accountants (special general partnership) issued the special assurance report on the replacement of raised funds of Jiadu Xintai Technology Co., Ltd. (tzyz [2019] No. 70), and the independent directors of the company gave their consent.
(VI) use of idle raised funds
On January 22, 2019, the fourth interim meeting of the eighth board of directors in 2019 and the first interim meeting of the eighth board of supervisors in 2019 deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company should use some idle raised funds of no more than 560 million yuan to temporarily supplement the working capital related to its main business, The service life shall not exceed 12 months from the date of approval by the board of directors. The independent directors of the company expressed their consent. On January 24, 2019, the company used 560 million yuan of idle raised funds to temporarily supplement working capital, and all the raised funds used for temporary replenishment were returned on January 9, 2020.
On January 22, 2019, the fourth interim meeting of the eighth board of directors in 2019 and the first interim meeting of the eighth board of supervisors in 2019 deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company could use part of the idle raised funds not exceeding 250 million yuan for cash management. Within the above limit, the funds could be used in a rolling manner, The validity period shall be 12 months from the date of deliberation and approval by the board of directors. The independent directors of the company expressed their consent. From January 28, 2019 to January 21, 2020, the company purchased principal guaranteed short-term financial products in Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch, Jixiang sub branch of Bank of Guangzhou, China Merchants Bank Co.Ltd(600036) Guangzhou Fuli center sub branch and Bank Of China Limited(601988) Guangzhou Dongshan sub branch. As of January 21, 2020, the company has returned all the raised funds used for cash management. The maximum balance of the raised funds in a single day is 247667400 yuan, and a total financial income of 614191608 yuan has been obtained.
On January 15, 2020, the first extraordinary meeting of the ninth board of directors in 2020 and the first extraordinary meeting of the ninth board of supervisors in 2020 deliberated and approved the proposal on using part of the idle raised funds to temporarily supplement the working capital, and agreed that the company should use part of the idle raised funds not more than 513 million yuan to temporarily supplement the working capital related to the main business, The service life shall not exceed 12 months from the date of approval by the board of directors. The independent directors of the company expressed their consent. On January 17 and 18, 2020, the company used a total of 513 million yuan of idle raised funds to temporarily supplement working capital, and all the raised funds used for temporary replenishment were returned on January 6, 2021.
On February 24, 2020, the second extraordinary meeting of the ninth board of directors in 2020 and the second extraordinary meeting of the ninth board of supervisors in 2020 deliberated and approved the proposal on using some idle raised funds for cash management, and agreed that the company could use some idle raised funds for cash management not exceeding 200 million yuan. Within the above limit, the funds can be used in a rolling manner, The validity period shall be 12 months from the date of deliberation and approval by the board of directors. The independent directors of the company expressed their consent. From March 31, 2020 to February 5, 2021, the company purchased principal guaranteed short-term financial products in Industrial And Commercial Bank Of China Limited(601398) Guangzhou Baiyun road sub branch, Jixiang sub branch of Bank of Guangzhou and China Merchants Bank Co.Ltd(600036) Guangzhou Fuli center sub branch. As of February 5, 2021, the company has returned all the raised funds for cash management. The maximum balance of the raised funds in a single day is 85 million yuan, and a total financial income of 109224050 yuan has been obtained.
On January 11, 2021, the first extraordinary meeting of the ninth board of directors in 2021 and the first extraordinary meeting of the ninth board of supervisors in 2021
