Anxin Securities Co., Ltd
About Guangzhou Tinci Materials Technology Co.Ltd(002709)
Verification opinions on the deposit and actual use of raised funds in 2021
Anxin Securities Co., Ltd. (hereinafter referred to as "Anxin securities" and "sponsor") as the sponsor of Guangzhou Tinci Materials Technology Co.Ltd(002709) (hereinafter referred to as " Guangzhou Tinci Materials Technology Co.Ltd(002709) " and "the company") for non-public offering of shares in 2020, In accordance with 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, the deposit and actual use of raised funds in Guangzhou Tinci Materials Technology Co.Ltd(002709) 2021 were carefully verified. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
1. Amount and availability of funds raised by non-public offering of shares in 2016
With the approval of zjxk [2017] No. 750 document of China Securities Regulatory Commission, the company privately issued 14920711 RMB ordinary shares (A shares) at an issue price of 41.62 yuan per share, and the total amount of funds raised was 62099999182 yuan. After deducting various expenses, the net amount of funds raised was 59991285416 yuan.
The above net amount of raised funds has been verified in the capital verification report (ztyz (2017) No. 110zc0246) of Grant Thornton Certified Public Accountants (special general partnership).
2. Amount and availability of funds raised by non-public offering of shares in 2020
With the approval of China Securities Regulatory Commission's zjxk [2021] No. 930 document, the company privately issued 24489816 RMB common shares (A shares) at an issue price of 68.00 yuan per share, and the total amount of funds raised was 166530748800 yuan. After deducting the issuance fee, the net amount of raised funds is RMB 164083504478.
The net amount of the above raised funds has been verified in the capital verification report (ztyz (2021) No. 110c000293) of Grant Thornton Certified Public Accountants (special general partnership).
(II) use and balance of raised funds
1. Use and balance of funds raised by non-public offering of shares in 2016
In 2021 and 2016, the raised funds from non-public offering of shares were invested in the raised investment projects of 62684000 yuan. As of December 31, 2021, 58571999501 yuan (including 20427092 yuan net interest income of raised funds invested in projects invested with raised funds) has been invested in projects invested with raised funds.
On May 6, 2021, with the deliberation and approval of the 13th meeting of the 5th board of directors of the company, the company will permanently supplement the working capital with the surplus raised funds and the income and net interest income of related financial products totaling 1512081752 yuan. The company has cancelled all the above special accounts for raised funds (account numbers: 4 Jinling Hotel Corporation Ltd(601007) 880180 China Vanke Co.Ltd(000002) 7, 391050100100384906). So far, the funds raised by the company's non-public offering of shares in 2016 have been used up.
2. Use and balance of funds raised by non-public offering of shares in 2020
In 2021 and 2020, the raised funds from non-public offering of shares were invested in the raised investment projects of 110853067170 yuan. As of December 31, 2021, a total of 110853067170 yuan has been invested in projects invested with raised funds (including 38466583004 yuan of self raised funds and 47511959478 yuan of supplementary working funds that have been invested in projects invested with raised funds in advance) and the balance of raised funds is 53674629195 yuan (including 444191887 yuan of net interest income).
On June 17, 2021, the 15th meeting of the 5th board of directors held by the company deliberated and adopted the proposal on replacing self raised funds of investment projects invested with raised funds in advance with raised funds and the proposal on increasing capital of subsidiaries with raised funds, According to the resolution, the company transferred the raised funds stored in the special account for raised funds (Account No.: 3602004929200357446) opened by the East Branch of Industrial And Commercial Bank Of China Limited(601398) Guangzhou Economic and Technological Development Zone, with a total transfer amount of 155038128004 yuan (including 38466583004 yuan of replacement amount and 116571545000 yuan of capital increase amount). At the same time, the company transferred the supplementary working capital and issuance cost of 47511959478 yuan of raised funds according to the plan for non-public development of shares in 2020 (Revised Draft). As of December 31, all the supplementary working capital of raised funds had been transferred.
2、 Management of raised funds
(I) construction and implementation of management system
In order to regulate the management and use of the raised funds 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 guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, and 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 and other laws and regulations, Combined with the actual situation of the company, the management system of raised funds is formulated, which stipulates the storage, use, approval, change, supervision and disclosure of the use of raised funds.
After the raised funds are in place, the company strictly implements the raised funds management system. The Audit Department of the company shall inspect the storage and use of the raised funds at least quarterly and report the inspection results to the audit committee of the board of directors in time.
(II) opening of special account for raised funds
1. Account opening of non-public raised funds in 2016
After the raised funds were available in 2016, the company opened four special accounts for the storage and use of the raised funds in accordance with the provisions of the raised funds management system. The details are as follows:
No. deposit bank account name account No. raised investment project
China Minsheng Banking Corp.Ltd(600016) company
1 Guangzhou Haizhu sub branch 602191991--
Shanghai Pudong Development Bank Co., Ltd. 30000t / a battery level 2 company Jiujiang Branch Jiujiang Tianci 4 Jinling Hotel Corporation Ltd(601007) 880180 China Vanke Co.Ltd(000002) 7 iron phosphate material project
order
Industrial And Commercial Bank Of China Limited(601398) 2300t / a new lithium
3 Jiujiang Tianqi 36020049292 Ganfeng Lithium Co.Ltd(002460) 52 salt project, East Branch of Guangzhou Economic and Technological Development Zone
that 's ok
Industrial Bank Co.Ltd(601166) Guangzhou Jiujiang Tianqi 2000t / a solid VI
4 huanshidong sub branch 391050100344249 lithium fluorophosphate project
On August 10, 2017, the fourth meeting of the Fourth Board of directors held by the company deliberated and approved the proposal on replacing self raised funds invested in raised investment projects in advance with raised funds, the proposal on supplementing working capital with funds exceeding the investment amount of raised investment projects after deducting issuance expenses, and the proposal on increasing capital of subsidiaries with raised funds, According to the resolution, the company has transferred the raised funds stored in the special account for raised funds of China Minsheng Banking Corp.Ltd(600016) Guangzhou Haizhu sub branch (Account No.: 602191991) to the corresponding special account for investment projects of raised funds, and has cancelled the special account for raised funds of China Minsheng Banking Corp.Ltd(600016) Guangzhou Haizhu sub branch.
On August 23, 2019, the company held the 42nd meeting of the Fourth Board of directors, deliberated and adopted the proposal on terminating some raised investment projects, permanently replenishing working capital and changing some raised investment projects, As the assets of the 2000t / a solid lithium hexafluorophosphate project belong to the assets allocated by Jiujiang Tianqi fluorosilicone New Material Technology Co., Ltd. (hereinafter referred to as "Jiujiang Tianqi") to Jiujiang Tianci high tech materials Co., Ltd. (hereinafter referred to as "Jiujiang Tianci") in the proposal on the transfer of internal assets and liabilities between wholly-owned subsidiaries and wholly-owned subsidiaries deliberated and adopted by the board of directors, It is agreed that the implementation subject of the 2000t / a solid lithium hexafluorophosphate project in the company's non-public offering and investment project in 2016 will be changed from Jiujiang Tianqi, a subsidiary of the company, to Jiujiang Tianci, and that Jiujiang Tianci will open a special account for raised funds with an account number of 391050100100384906 in Industrial Bank Co.Ltd(601166) Guangzhou huanshidong sub branch. The proposal has been deliberated and adopted at the third extraordinary general meeting of shareholders in 2019. According to the resolution, the company has transferred the raised funds stored in Jiujiang Tianqi's special account for raised funds to Jiujiang Tianci's special account for raised funds investment projects, and has cancelled the special account for raised funds established by Jiujiang Tianqi in Industrial Bank Co.Ltd(601166) Guangzhou huanshidong sub branch. The details are as follows:
Account number establishment of account opening unit of deposit bank account balance (yuan)
Industrial Bank Co.Ltd(601166) Co., Ltd. Jiujiang Tianqi 391050100100344249 cancellation -- Guangzhou huanshidong sub branch
Industrial Bank Co.Ltd(601166) Co., Ltd. Jiujiang Tianci 391050100100384906 newly established 1776418491 Company Guangzhou huanshidong sub branch
On May 6, 2021, the company held the 13th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors, deliberated and approved the proposal on the company's permanent replenishment of working capital by using the surplus raised funds of non-public development bank raised and invested projects in 2016, and agreed that the company would use the surplus raised funds of 1512081752 yuan (including the income of financial products and interest income) of non-public offering raised and invested projects in 2016 to permanently replenish working capital, At present, the company has cancelled all the above special accounts for raised funds (account numbers: 4 Jinling Hotel Corporation Ltd(601007) 880180 China Vanke Co.Ltd(000002) 7, 391050100100384906).
2. Account opening of non-public raised funds in 2020
In accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the company's raised funds management system and other relevant provisions, and in combination with the work progress of the company's non-public offering of shares, the company was established on May 26, 2021
The fourteenth meeting of the Fifth Board of directors held on August, deliberated and adopted the regulations on opening special accounts for raised funds
The proposal is approved by the company and its subsidiaries Jiujiang Tianci high tech materials Co., Ltd. and Jiujiang Tianci new power materials section
Technology Co., Ltd., Fuding Kaixin battery material Co., Ltd., Chizhou Tianci high tech Material Co., Ltd., Qingyuan
Tianci high tech materials Co., Ltd. is located in Industrial And Commercial Bank Of China Limited(601398) Guangzhou Economic and Technological Development Zone
Dongqu sub branch, Shanghai Pudong Development Bank Co.Ltd(600000) Jiujiang Branch and China China Minsheng Banking Corp.Ltd(600016) Co., Ltd
Guangzhou Dongfeng sub branch, China Merchants Bank Co.Ltd(600036) Guangzhou Huanshi East Road sub branch, Guangzhou Branch of HSBC (China) Co., Ltd. Shanghai Pudong Development Bank Co.Ltd(600000) Guangzhou Haizhu sub branch, industrial and Commercial Bank of China
Bank of China Limited Guangzhou Economic and Technological Development Zone East sub branch opens a special account for raised funds for deposit
The funds raised by this non-public offering of shares are as follows:
Sequence account opening unit account opening bank account No. raised investment project
number
Guangzhou Tianci gaoxincai China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd
1 Material Co., Ltd. Guangzhou Economic and Technological Development 3602004929200357446-
District East District sub branch
Jiujiang Tianci gaoxincai Shanghai Pudong Development Bank Co., Ltd. with an annual output of 20000 tons of electrolyte base 2 Materials Co., Ltd. Jiujiang Branch 4 Jinling Hotel Corporation Ltd(601007) 88014 Shenzhen Properties & Resources Development (Group) Ltd(000011) 86 basic materials and 5800 tons of new lithium electrolyte project
3 Jiujiang Tianci gaoxincai China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 632969915 annual output of 150000 tons of lithium battery materials Co., Ltd. Guangzhou Dongfeng sub branch
