Soochow Securities Co.Ltd(601555)
About Jiangsu Transimage Technology Co.Ltd(002866)
Verification opinions on the deposit and use of raised funds in 2021
As the sponsor of the initial public offering and listing of Jiangsu Transimage Technology Co.Ltd(002866) (hereinafter referred to as " Jiangsu Transimage Technology Co.Ltd(002866) " or "the company") and the non-public offering of shares in 2019, Soochow Securities Co.Ltd(601555) (hereinafter referred to as " Soochow Securities Co.Ltd(601555) " or "the sponsor") in accordance with the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange Through regular on-site inspection, data access, communication and interview, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, The deposit and use of the raised funds in Jiangsu Transimage Technology Co.Ltd(002866) 2021 were checked. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
1. Funds raised from initial public offering
With the approval of zjxk [2017] No. 402 document of China Securities Regulatory Commission, the company publicly issued 35906700 ordinary shares (A shares) to the public in April 2017, with an issue price of 13.40 yuan per share, and the total amount of funds raised was 481149800 yuan. According to relevant regulations, after deducting the issuance cost of 46.169 million yuan, the actual amount of funds raised was 434980800 yuan. The raised funds were received in April 2017. The receipt of the above funds has been verified by the capital verification report of Zhitong Certified Public Accountants (special general partnership) "Yan Zi (2017) No. 320za0006". The company has adopted special account storage management for the raised funds.
2. Funds raised through non-public offering
Approved by the reply on the approval of Jiangsu Transimage Technology Co.Ltd(002866) non-public development of shares (zjxk [2020] No. 906) issued by the China Securities Regulatory Commission, the company's non-public offering of no more than 745412 million new shares. The company has actually issued 36.855 million RMB ordinary shares to specific investors, and the total amount of funds raised is 59999986 million yuan. After deducting the total issuance expenses of 120972 million yuan (the amount excluding tax is 114208 million yuan), the actual net amount of funds raised is 5879028 million yuan. The raised funds have been received in August 2020. The receipt of the above funds has been verified by Rongcheng Certified Public Accountants (special general partnership) Rongcheng Yan Zi [2020] No. 210z0021 capital verification report. The company has adopted special account storage management for the raised funds.
(II) use and balance of raised funds
1. Amount used in previous years
(1) Funds raised from initial public offering
As of December 31, 2020, the total investment of the funds raised by the initial public offering was 387587200 yuan, and the unused amount was 564502 million yuan (including the net amount of accumulated bank deposit interest and financial management income minus handling charges).
(2) Funds raised through non-public offering
In 2020, the use of the company's non-public offering raised funds for fund-raising projects was: as of December 31, 2020, the cumulative investment of non-public offering raised funds was 1071647 million yuan, and the unused amount was 3140895 million yuan (including the accumulated bank deposit interest and financial income minus handling fees).
In 2020, the use of the company's non-public offering raised funds to supplement working capital is: the raised funds supplement working capital of 1686227 million yuan, plus other issuance expenses (including tax) of 1.0972 million yuan such as lawyers, accountants and stamp tax (this part of the money is transferred through its own account, but not through the raised capital account), The unused amount is 37900 yuan (including the accumulated bank deposit interest received and the net amount after deducting handling charges).
2. Amount used and current balance in the current year
(1) Funds raised from initial public offering
In 2021, the use of the funds raised by the company's initial public offering was: 565846 million yuan was directly invested in the raised projects with the raised funds. As of December 31, 2021, the total investment of the funds raised by the initial public offering was 444171800 yuan, and the unused amount was 5100 yuan (including the net amount of accumulated bank deposit interest and financial management income minus handling fees).
(2) Funds raised through non-public offering
In 2021, the use of the company's non-public offering raised funds for raising investment projects was as follows: the company directly invested 1064035 million yuan in raising investment projects with the non-public offering raised funds. As of December 31, 2021, the non-public offering raised funds had invested 2135681 million yuan in raising investment projects, The unused amount is 211890700 yuan (including the accumulated bank deposit interest received and the net amount of financial management income deducting handling fees). In 2021, the company's non-public offering funds were used to supplement the use of working capital: the company used the non-public offering funds to supplement the working capital of 37900 yuan. As of December 31, 2021, the non-public offering funds were used to supplement the working capital of 1686606 million yuan, plus lawyers, accountants Stamp duty and other issuance expenses (including tax) are 1097200 yuan (this part of the money is transferred through its own account, but not through the raised fund account), and the unused amount is 0 yuan (including the accumulated bank deposit interest received and the net amount deducted from handling charges). The special account for raised funds Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch 902701880 Shenzhen Ruihe Construction Decoration Co.Ltd(002620) 60 was closed on January 27, 2021.
2、 Management of deposit of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company has formulated the Jiangsu Transimage Technology Co.Ltd(002866) raised funds management system (hereinafter referred to as "raised funds management system") in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, and in combination with the actual situation of the company.
The management system of raised funds has been deliberated and adopted at the first extraordinary general meeting of shareholders in 2015. Since April 2017, the company has implemented a special account for the storage of raised funds, set up a special account for the use of raised funds in the bank, and signed a tripartite (four party) supervision agreement on the storage of raised funds with the deposit bank and the recommendation institution to strictly approve the use of raised funds, so as to ensure the special use of funds.
In May 2017, the company, the sponsor and Bank Of China Limited(601988) Gaoyou Development Zone sub branch signed the tripartite supervision agreement on the storage of raised funds in the special account, and the raised funds were deposited in the special account; The company and the sponsor jointly signed the tripartite supervision agreement on the storage of raised funds with Bank Of China Limited(601988) Gaoyou Development Zone sub branch, and the raised funds are deposited in the special account; The company, the sponsor and Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch jointly signed the tripartite supervision agreement on the storage of raised funds in the special account, and the raised funds were deposited in the special account.
According to the proposal on partially changing the purpose of raised funds deliberated and approved at the second meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2018, the company has added two raised funds accounts in Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch and Bank Of China Limited(601988) Dongguan Changping sub branch. In April 2018, the company, the sponsor and Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch jointly signed the tripartite supervision agreement on the storage of raised funds in the special account, and the raised funds were deposited in the special account; The company, the sponsor and the subsidiary Jiangsu Transimage Technology Co.Ltd(002866) (Dongguan) Co., Ltd. jointly signed the four party supervision agreement on the storage of raised funds in the special account with Bank Of China Limited(601988) Dongguan Changping sub branch, and the raised funds were deposited in the special account.
In September 2020, the company and the sponsor jointly signed the tripartite supervision agreement on raised funds with Bank Of Jiangsu Co.Ltd(600919) Yangzhou Branch, and the company, its subsidiary Jiangsu Shengfan Electronic Technology Co., Ltd. and the sponsor jointly signed the quadripartite supervision agreement on raised funds with Yangzhou Branch of Bank of Jiangsu to deposit the raised funds from non-public offering in a special account.
There is no significant difference between the main terms of the above regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange. As of December 31, 2021, the above regulatory agreements have been effectively implemented.
(II) use of raised funds and special account storage
1. Use and storage of funds raised from initial public offering
As of December 31, 2021, the investment of funds raised by the company's initial public offering and the balance stored in the special account are as follows:
Unit: RMB 10000
Bank name bank account balance
Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch 902701880 Cloud Live Technology Group Co.Ltd(002306) 180.51
Among the above deposit balances, the interest income of RMB 2.5573 million has been included in the special account for raised funds (including the interest income of RMB 139500 in 2021), the income of financial products included in the special account for raised funds is RMB 6.6588 million (including the income of financial products in 2021 is RMB 0 million), the handling fee of RMB 201 million (including the handling fee of RMB 0 in 2021) has been deducted, and RMB 0 has not been invested in the raised investment projects replaced from the special account for raised funds.
2. Use and storage of funds raised by non-public offering
As of December 31, 2021, the balance of the special account of the company's non-public offering funds used for the investment of raised investment projects is as follows:
Unit: RMB 10000
Bank name bank account balance
Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch 902701880 Changzhou Almaden Co.Ltd(002623) 061500.00
Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch 902701880 Perfect World Co.Ltd(002624) 851500.00
Among the above deposit balances, 564100 yuan of interest income has been included in the special account for raised funds (including 128900 yuan of interest income in 2021), 70000 yuan of handling fee has been deducted (including 4900 yuan of handling fee in 2021), and 10000 yuan has not been invested in the raised investment projects replaced from the special account for raised funds.
The above balance does not include the deposit balance of 167402000 yuan in the "e-week deposit" account (Account No.: 902701810 Beijing Shengtong Printing Co.Ltd(002599) 59) (including the accumulated bank deposit interest of 3599600 yuan), and does not include the deposit balance of 14488700 yuan in the "e-week deposit" account (Account No.: 902701810 Dalian Insulator Group Co.Ltd(002606) 32) (including the accumulated bank deposit interest of 858600 yuan).
As of December 31, 2021, there was no balance in the special account of the company's non-public offering funds to supplement working capital, and the relevant special account of raised funds Bank Of Jiangsu Co.Ltd(600919) Gaoyou sub branch 902701880 Shenzhen Ruihe Construction Decoration Co.Ltd(002620) 60 was closed on January 27, 2021. The accumulated interest income included in the special account for raised funds is 103400 yuan (including interest income of 10000 yuan in 2021).
3、 Actual use of raised funds this year
(I) actual use of funds raised from initial public offering
The actual use of funds raised by the company's initial public offering investment projects in 2021 was 565846 million yuan. As of December 31, 2021, the total amount of funds raised by the company's initial public offering actually invested in relevant projects was 4441718 million yuan. See attached table 1: comparison table of the use of funds raised by initial public offering in 2021 for the investment and benefits of each project.
(II) actual use of funds raised by non-public offering
In 2021, the company actually used 1064035 million yuan of funds raised from non-public offering projects. As of December 31, 2021, the company actually invested 2135681 million yuan of funds raised from non-public offering related projects. See attached table 2: comparison table of the use of funds raised from non-public offering in 2021 for the investment and benefits of the project.
In 2021, the company's non-public offering raised funds to supplement working capital actually used 37900 yuan, up to
On December 31, 2021, the funds raised by the company's non-public offering actually replenishing working capital amounted to RMB 1686606 million.
4、 Change the use of funds for investment projects with raised funds
On June 30, 2021, the company held the seventh meeting of the third board of directors and the fifth meeting of the third board of supervisors, and deliberated and adopted the proposal on adding the implementation place of some raised capital investment projects and the proposal on changing the implementation subject and implementation place of some raised capital investment projects. Agree company
