Anxin Securities Co., Ltd
About Zhangjiagang Guangda Special Material Co.Ltd(688186)
Special verification opinions on the deposit and use of raised funds in 2021
As a sponsor of Zhangjiagang Guangda Special Material Co.Ltd(688186) (hereinafter referred to as ” Zhangjiagang Guangda Special Material Co.Ltd(688186) ” or “the company”), Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) issued shares to specific objects in 2020 in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of Shanghai Stock Exchange (revised in December 2020), guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions have carefully and prudently verified the deposit and use of raised funds in Zhangjiagang Guangda Special Material Co.Ltd(688186) 2021, and expressed the following opinions:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Initial fund raising
According to the reply on Approving the registration of Zhangjiagang Guangda Special Material Co.Ltd(688186) initial public offering of shares (zjxk [2020] No. 28) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 6, 2020, the application for registration of the company’s initial public offering of shares is approved. The company was approved to issue 41800000 ordinary shares in RMB to the public, with the issue price of RMB 17.16 per share. The total amount of funds raised by the company was RMB 71728800. After deducting the total issuance cost of RMB 777504 million (excluding tax), the net amount of funds raised was RMB 639537600. All the above-mentioned funds have been in place, It was verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tianjianyan [2020] No. 5-4). All the raised funds have been deposited in the special account for raised funds opened with the approval of the board of directors of the company. The company has signed a tripartite supervision agreement on raised funds with the recommendation institution and the commercial bank storing the raised funds.
2. Issuing and raising funds to specific objects
According to the reply on approving Zhangjiagang Guangda Special Material Co.Ltd(688186) to issue shares to specific objects for registration (zjxk [2021] No. 593) issued by China Securities Regulatory Commission, the company issued 49440000 A-share shares to specific objects at an issue price of 26.56 yuan / share, and the total amount of raised funds was 131312640000 yuan. After deducting the issuance expenses (excluding tax) of 2575633932 yuan, The net amount of raised funds is 128737006068 yuan. All the above raised funds have been in place, which has been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tianjianyan [2021] No. 5-6). All the raised funds have been deposited in the special account of raised funds after they are received. The company has signed a tripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
(II) use and balance of raised funds
1. Initial fund raising
As of December 31, 2021, Zhangjiagang Guangda Special Material Co.Ltd(688186) initial public offering fund use details are as follows:
Item No. amount (10000 yuan)
Net amount of raised funds a 6395376
Project investment B13846917 accumulated amount as of the beginning of the period
Net interest income B2 255.65
Project investment C1 191464 current amount
Net interest income C2 13.44
Project investment D1 = B1 + C14038381 accumulated amount by the end of the period
Net interest income D2 = B2 + C2 269.09
Balance of funds raised due e = a-d1 + D22383904
Actual balance of raised funds f 939.04
Difference [note] g = E-F 2290000
Note: on March 2, 2021, the company held the second meeting of the second board of directors and the second meeting of the second board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would temporarily supplement working capital with idle raised funds of no more than 230 million yuan, with a service life of no more than 12 months. As of December 31, 2021, the company used idle raised funds to temporarily supplement working capital of 229 million yuan, which has not been recovered. As of January 5, 2022, the company has returned the above raised funds for temporary replenishment of working capital to the special account for raised funds on schedule. 2. Issuing and raising funds to specific objects
As of December 31, 20286, the list of specific fund raising objects is as follows:
Item No. amount (10000 yuan)
Net amount of raised funds a 12873701
Cumulative amount of project investment B1 0 as of the beginning of the period
Net interest income B2 0
Project investment C17689720 current amount
Net interest income C2 144.24
Project investment D1 = B1 + C17689720 accumulated amount by the end of the period
Net interest income D2 = B2 + C2 144.24
Balance of fund raised e = a-d1 + D25198405
Actual balance of raised funds f 198405
Difference [note] g = E-F 5000000
Note: on July 23, 2021, the company held the sixth meeting of the second board of directors and the fifth meeting of the second board of supervisors, deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would temporarily supplement working capital with idle raised funds of no more than 300 million yuan, with a service life of no more than 12 months.
As of December 31, 2021, the company used idle raised funds to temporarily supplement the working capital of RMB 300 million, which has not been recovered.
On November 4, 2021, the company held the ninth meeting of the second board of directors and the eighth meeting of the second board of supervisors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would temporarily supplement working capital with idle raised funds of no more than 200 million yuan, with a service life of no more than 12 months. As of December 31, 2021, the company used idle raised funds to temporarily supplement working capital of 200 million yuan, which has not been recovered.
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, 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, the Listing Rules of Shanghai Stock exchange on the science and Innovation Board (revised in December 2020) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, The administrative measures for Zhangjiagang Guangda Special Material Co.Ltd(688186) raised funds (hereinafter referred to as the “administrative measures”) has been formulated.
1. Initial fund raising
regulatoryagreement, It defines the rights and obligations of all parties. On August 21, 2020, the company hired Anxin Securities Co., Ltd. as the sponsor of the company’s issuance of shares to specific objects. The company and the sponsor Anxin Securities Co., Ltd. signed the tripartite supervision agreement on raised funds with Hua Xia Bank Co.Limited(600015) Suzhou Branch, Industrial And Commercial Bank Of China Limited(601398) Zhangjiagang branch, Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839) Xizhang branch, China Citic Bank Corporation Limited(601998) Suzhou Branch and Bank Of Suzhou Co.Ltd(002966) Zhangjiagang branch on September 23, 2020, It defines the rights and obligations of all parties. There is no significant difference between the above tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange.
2. Issuing and raising funds to specific objects
According to the management measures, the company has implemented a special account for the raised funds issued to specific objects, set up a special account for the raised funds in the bank, and signed the tripartite supervision agreement on raised funds with Jiangsu Zhangjiagang Rural Commercial Bank Co.Ltd(002839) Xizhang branch, Industrial And Commercial Bank Of China Limited(601398) Zhangjiagang branch and China Construction Bank Corporation(601939) Zhangjiagang branch together with Anxin Securities Co., Ltd., the sponsor of issuing shares to specific objects on July 16, 2021, It defines the rights and obligations of all parties. There is no significant difference between the above tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange.
(II) storage of raised funds in special account
1. Initial fund raising
As of December 31, 2021, Zhangjiagang Guangda Special Material Co.Ltd(688186) has opened 5 special accounts for initial raised funds, of which 3 have been closed. The deposit of raised funds is as follows:
Remarks on the balance of raised funds in the account number of the deposit bank (yuan)
Hua Xia Bank Co.Limited(600015) Zhangjiagang sub branch 124610 Shenzhen Zhenye(Group)Co.Ltd(000006) 5729818585436-
China Industrial And Commercial Bank Of China Limited(601398) Zhangjiagang Phoenix 1102029029000033901920453781-
Sub branch
Jiangsu Zhangjiagang rural commercial bank 8010188802538 – closed Xizhang sub branch
China Citic Bank Corporation Limited(601998) Zhangjiagang sub branch 811200101270052322 – account closed
Bank Of Suzhou Co.Ltd(002966) Zhangjiagang sub branch 515591 China High-Speed Railway Technology Co.Ltd(000008) 12 – account closed
Total 9,39
