Guosen Securities Co.Ltd(002736)
About satellite Chemical Co., Ltd
Verification opinions on the deposit and use of raised funds in 2021
Guosen Securities Co.Ltd(002736) (hereinafter referred to as ” Guosen Securities Co.Ltd(002736) ” or “sponsor”) as a sponsor of non-public offering of shares by satellite Chemical Co., Ltd. (hereinafter referred to as “satellite chemical” or “company”), In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the deposit and use of the raised funds of satellite chemical in 2021 were carefully and prudently verified. The details of verification are as follows:
1、 Verification work carried out by the recommendation institution
Guosen Securities Co.Ltd(002736) recommendation representative inquires the special account of raised funds through communication with the company’s directors, supervisors, senior managers, financial personnel, internal auditors, accountants and other personnel, and checks the special report on the storage and use of raised funds, the verification report on the annual storage and use of raised funds, as well as various business and management rules and regulations, from the storage and management of raised funds, the use of raised funds The information disclosure of the raised funds has verified the storage and use of the raised funds of satellite chemistry in 2021.
2、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Basic information of funds raised by non-public offering of A-Shares in 2017
With the approval of zjxk [2017] No. 558 document of the China Securities Regulatory Commission, the company’s main underwriter Guosen Securities Co.Ltd(002736) issued 2 Beijing Jingyuntong Technology Co.Ltd(601908) 06 ordinary shares in RMB to specific objects in a non-public manner, with an issue price of 11.53 yuan per share, raising a total of 300 million yuan. After deducting the underwriting and recommendation fees of 28.62 million yuan, the raised funds were 297138 million yuan, It was remitted to the company’s regulatory account for raised funds by the lead underwriter Guosen Securities Co.Ltd(002736) on July 14, 2017. In addition, after deducting the additional external expenses of RMB 3.3713 million directly related to the issuance of equity securities, such as online issuance fee, prospectus printing fee, reporting accountant fee, lawyer fee and evaluation fee, the net amount of funds raised by the company this time is RMB 2968087 million. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2017] No. 272).
2. Basic information of funds raised by non-public offering of A-Shares in 2020
With the approval of zjxk [2020] No. 1437 document of China Securities Regulatory Commission, the company’s lead underwriter privately issued 159829515 RMB ordinary shares (A shares) to specific objects by means of non-public offering, with an issue price of 18.77 yuan per share, raising a total of 300 million yuan, and 2978.8 million yuan after deducting 21.2 million yuan of underwriting and recommendation expenses (20 million yuan excluding tax), The funds raised by the underwriter were remitted to the supervision account of the company on October 26, 2020. In addition, after deducting the additional external expenses (excluding tax) of RMB 3556400 directly related to the issuance of equity securities, such as reporting accountant fees, lawyer fees, securities registration fees and information disclosure fees, the net amount of funds raised by the company this time is RMB 29764436 million. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership) and issued a capital verification report (Tianjian Yan [2020] No. 457). (II) use and balance of raised funds
1. Use of funds raised by non-public offering of A-Shares in 2017
The company has used 30221722 million yuan of raised funds in previous years, and the net amount of bank deposit interest received in previous years after deducting bank handling charges is 786488 million yuan; In 2021, the project investment consumed 302546 million yuan of raised funds, recovered 100 million yuan of temporary supplementary working funds, the total fund balance and interest income of the special account for raised funds with permanent supplementary working funds was 949423 million yuan, and the net amount of bank deposit interest received after deducting bank handling fees was 711500 yuan; The accumulated used raised capital is 30473691 million yuan (including 9216113 million yuan of permanent supplementary working capital), and the accumulated net amount of bank deposit interest received after deducting bank handling charges is 793604 million yuan.
The company held the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors on June 29, 2021, deliberated and passed the proposal on closing the investment projects with raised funds and permanently replenishing the balance of raised funds into working capital. In view of the fact that the construction of the investment project funded by the company’s non-public offering of A-Shares in 2017 has been completed, and the payment period of the unpaid balance or warranty deposit is long, in order to reduce the company’s financial expenses and create greater benefits for the company and shareholders, The company agrees to close the investment projects with the raised funds and permanently supplement the working capital with the remaining raised funds of 943579 million yuan as of June 16, 2021 (including the unpaid contract balance of equipment and infrastructure projects and the quality assurance deposit of 891161 million yuan, as well as the accumulated interest income generated from the permanent replenishment of working capital by the remaining raised funds in 2019 to June 16, 2021) (the specific amount shall be subject to the bank interest settlement balance on the day of fund transfer out). As of December 31, 2021, the enterprise has used the remaining raised funds of 949423 million yuan in the corresponding special account for raised funds to permanently supplement working capital.
2. Use of funds raised by non-public offering of A-Shares in 2020
In 2020, the company raised a net amount of 29764436 million yuan by means of non-public offering of a shares. On November 21, 2020, the 37th meeting of the third board of directors and the 33rd meeting of the third board of supervisors considered and adopted the proposal on replacing self raised funds invested in investment projects with raised funds in advance, It is agreed to use the raised funds of RMB 29764436 million in 2020 and the interest (the amount of interest shall be subject to the actual arrival) to replace the self raised funds invested in advance.
As of December 31, 2020, the company has replaced the raised funds with the self raised funds that have been invested in the investment projects with raised funds in advance in accordance with the regulations, the special account for raised funds will no longer be used, and the cancellation procedures have been completed.
3、 Deposit and 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 provisions of relevant laws, regulations and normative documents such as 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 the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and in combination with the actual situation of the company, The administrative measures for Zhejiang Satellite Petrochemical Co.Ltd(002648) raised funds (hereinafter referred to as the “administrative measures”) has been formulated.
1. Funds raised from non-public offering of A-Shares in 2017
According to the management measures, according to the management measures, the company has implemented a special account for the funds raised, set up a special account for the funds raised in the bank, and along with the recommendation agency . Hongda Xingye Co.Ltd(002002) 736 Jiaxing branch and China Minsheng Banking Corp.Ltd(600016) Jiaxing Branch signed the tripartite supervision agreement on raised funds, It defines 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, and the company has strictly complied with the raised funds.
2. Funds raised by non-public offering of A-Shares in 2020
According to the management measures, according to the management measures, the company has implemented a special account for the funds raised, set a special account for the funds raised in the bank, and together with the recommendation agency Hongda Xingye Co.Ltd(002002) 736 \ Jiaxing Branch China Citic Bank Corporation Limited(601998) Jiaxing Xiuzhou sub branch signed the tripartite supervision agreement on raised funds, which defined 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, and the company has strictly complied with the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the company has 18 special accounts for raised funds, and the deposits of raised funds are as follows:
Unit: Yuan
Deposit bank account number account name raised fund balance remarks
Funds raised from non-public offering of A-Shares in 2017
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. closed account Company Jiaxing Branch 1204060029 Konka Group Co.Ltd(000016) 012 division 0.00
China Citic Bank Corporation Limited(601998) Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. has closed the account of Jiaxing Branch 8110801013801201201201201213 company 0.00
China Merchants Bank Co.Ltd(600036) Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. closed account Jiaxing Branch 573900389110999 company 0.00
Industrial Bank Co.Ltd(601166) Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. has closed the account of Jiaxing Branch 358500100571008 company 0.00
China China Construction Bank Corporation(601939) Co., Ltd. Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. closed account Company Jiaxing Branch 33050163804709157157 company 0.00
Bank Of China Limited(601988) Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. has closed the account of company 403973072776, Jiaxing Branch 0.00
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Zhejiang Zhejiang Satellite Petrochemical Co.Ltd(002648) Co., Ltd. closed account Company Jiaxing Branch 602227771 company 0.00
Deposit bank account number account name raised fund balance remarks
China China Construction Bank Corporation(601939) Co., Ltd. Zhejiang satellite energy Co., Ltd. closed account Company Jiaxing Branch 330501638047091971970.00
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. Zhejiang satellite energy Co., Ltd. closed account Company Jiaxing Branch 1204060029 Konka Group Co.Ltd(000016) 1360.00
Bank Of China Limited(601988) Zhejiang satellite energy Co., Ltd. has closed the account of Jiaxing Branch 3545730732730.00
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. Zhejiang satellite energy Co., Ltd. closed account Company Jiaxing Branch 6025455590.00
Subtotal 0.00
Funds raised by non-public offering of A-Shares in 2020
