About Morgan Stanley Securities (China) Co., Ltd
Beijing New Building Materials Public Limited Company(000786)
Special verification opinions on the deposit and use of raised funds in 2021
Morgan Stanley Securities (China) Co., Ltd. (hereinafter referred to as “Morgan Stanley Securities” or “sponsor”) as the sponsor of Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as ” Beijing New Building Materials Public Limited Company(000786) ” or “company”) for non-public offering of shares in 2014, According to the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business And other relevant laws and regulations, carefully and prudently checked the deposit and use of the company’s raised funds in 2021. The details of verification are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
Approved by the reply on approving Beijing New Building Materials Public Limited Company(000786) non-public development of company shares (zjxk [2014] No. 902) issued by the China Securities Regulatory Commission, the company issued 131840796 ordinary shares (A shares) in Shenzhen Stock Exchange in September 2014 at a non-public price of 16.08 yuan / share, with a total raised capital of 211999999968 yuan, after deducting underwriting and recommendation fees Intermediary expenses and other issuance expenses (hereinafter referred to as “issuance expenses”) are 2581449460 yuan, and the net amount of funds actually raised is 209418550508 yuan. (hereinafter referred to as “this offering”)
The arrival time of the raised funds is September 19, 2014. The availability of the raised funds has been verified by Tianzhi International Certified Public Accountants (special general partnership), and the capital verification report of Tian Ye Zi [2014] No. 11221 was issued on September 19, 2014. (Note: the issuance fee disclosed in the capital verification report is 2581684080 yuan, which is 234620 Yuan different from the above issuance fee. The reason is that the actual stamp tax is 234620 yuan lower than the estimated stamp tax in the issuance fee disclosed in the capital verification report.)
(II) amount used in the current year and balance at the end of the year
As of December 31, 2021, the company used the raised funds to invest 1729765863 yuan in the projects raised during the year; In this year, some temporarily idle raised funds were used for cash management, and the accumulated principal expenditure was 2081 million.00 yuan. In this year, some temporarily idle raised funds were used for cash management, and the accumulated principal was transferred back to 2084 million.00 yuan.
As of December 31, 2021, the company has accumulated 227091660028 yuan of raised funds, including 25200000000 yuan of cash management expenditure from some temporarily idle raised funds (including 25500000000 yuan in previous years, 208100000000 yuan in this year and 208400000000 yuan of principal recovered), The accumulated investment in the project of raising funds is 201891660028 yuan (including 200161894165 yuan in previous years and 1729765863 yuan in this year).
As of December 31, 2021, the accumulated use amount of the company was 227091660028 yuan, and the balance of the special account for raised funds was 359576219 yuan; The net amount of accumulated interest income and cash management income of raised funds after deducting bank handling charges is 18032685739 yuan (including 17289355502 yuan in the previous year and 743330237 yuan in the current year).
2、 Deposit and management of raised funds
(I) management system of raised funds
The company has complied 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 standardized operation of companies listed on the main board 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 and other laws and regulations Normative documents and the Beijing New Building Materials Public Limited Company(000786) articles of association have formulated and revised the measures for the administration of Beijing New Building Materials Public Limited Company(000786) raised funds (hereinafter referred to as the “measures”) , a special account storage system is implemented for the raised funds, and provisions are made for the storage and use of the raised funds, project implementation management, change of investment projects and supervision of use. The management measures have been reviewed and revised at the fourth interim meeting of the Fifth Board of directors on March 13, 2014, the ninth interim meeting of the sixth board of directors on November 30, 2017 and the 26th interim meeting of the sixth board of directors on November 27, 2020.
According to the requirements of the management measures, the board of directors of the company approved to open special accounts in Bank Of Beijing Co.Ltd(601169) headquarters base sub branch and China Citic Bank Corporation Limited(601998) head office business department (hereinafter collectively referred to as “regulatory bank”), which are only used for the storage and use of the company’s raised funds and need not be used for other purposes.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shenzhen Stock Exchange and relevant regulations, the company and its sponsor Morgan Stanley Huaxin securities
Securities Co., Ltd. 1 has signed the supervision agreement on the special account for raised funds (hereinafter referred to as the “supervision agreement”) with the regulatory bank on September 29, 2014. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the regulatory agreement has been effectively implemented.
(III) storage of raised funds in special account
As of December 31, 2021, the deposit balance of the special account for the deposit of raised funds is as follows (unit: RMB):
Deposit bank account number deposit method balance
Bank Of Beijing Co.Ltd(601169) 17604463920 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 455 Ping An Bank Co.Ltd(000001) 011042 current account
Headquarters base sub branch
China Citic Bank Corporation Limited(601998) 1835315807111010182 Shandong Homey Aquatic Evelopment Co.Ltd(600467) 363 current account
Beijing Branch (note)
Total 359576219 note: China Citic Bank Corporation Limited(601998) Beijing Branch was formerly known as the business department of China Citic Bank Corporation Limited(601998) head office, and the name of the bank was changed in May 2019.
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
For the comparison table of the actual use of the company’s raised funds in 2021, see Annex 1 comparison table of the use of raised funds in this report. According to the use plan of the company’s raised funds, the raised funds are mainly invested in five projects; In February 2016, the general meeting of shareholders of the company approved to change the purpose of the raised funds of the structural steel construction project. During the reporting period, the company invested 1729765863 yuan of raised funds, with a cumulative investment of 201891660028 yuan. The implementation of the raised investment project is as follows:
1. Construction project of building materials base: the total committed investment of the raised funds of the project is 49912188304 yuan, and the total investment of the raised funds after the change is 70321331690 yuan; The previous year’s investment was 67603947720 yuan, the current year’s investment was 892983648 yuan, and the cumulative investment was 68496931368 yuan. Current progress of the project:
(1) Tianjin building materials base construction project: the Tianjin building materials base project includes a gypsum board production line with an annual output of 30 million square meters and a light steel keel production line with an annual output of 5000 tons. At present, the project construction has been completed, and some payments have not been completed. The raised fund of the project in previous years was 14979476965 yuan. On July 13, 2021, “Morgan Stanley Huaxin Securities Co., Ltd.” was renamed “Morgan Stanley Securities (China) Co., Ltd.”
The annual use of raised funds was 75267971 yuan, and the accumulated use of raised funds was 15054744936 yuan as of December 31, 2021.
(2) Yiliang building materials base construction project: Yiliang building materials base project includes a gypsum board production line with an annual output of 30 million square meters and a light steel keel production line with an annual output of 5000 tons. At present, the project construction has been completed, and some payments have not been completed. The project used 13149239815 yuan of raised funds in previous years, 687206104 yuan of raised funds in this year, and 13836445919 yuan of raised funds had been used as of December 31, 2021.
(3) Jiaxing building materials base construction project: Jiaxing building materials base project includes a gypsum board production line with an annual output of 30 million square meters, a light steel keel production line with an annual output of 15000 tons and a decorative gypsum board production line with an annual output of 2 million square meters. At present, the project construction has been completed, and some payments have not been completed. The project used 19066635304 yuan of raised funds in previous years, 130404573 yuan of raised funds in this year, and 19197039877 yuan of raised funds had been used as of December 31, 2021.
(4) Shaanxi gypsum board project: Shaanxi gypsum board project includes a gypsum board production line with an annual output of 30 million square meters. At present, the project construction has been completed and the production is in good condition. The adjusted total investment of the project is 10177071500 yuan, and the accumulated investment in previous years is 10177071500 yuan.
(5) Jinggangshan gypsum board project: Jinggangshan gypsum board project includes a gypsum board production line with an annual output of 30 million square meters. At present, the project construction has been completed, and some payments have not been completed. The project used 10231524136 yuan of raised funds in previous years and 105000 yuan of raised funds in this year. As of December 31, 2021, the accumulated use of raised funds was 10231629136 yuan.
At present, Tianjin building materials base construction project, Yiliang building materials base construction project, Shaanxi gypsum board project, Jinggangshan gypsum board project and Jiaxing building materials base construction project have reached the usable state.
2. Structural steel construction project: the total committed investment of the raised funds of the project is 38006143386 yuan, and the raised funds were not used in the previous years of the project. In February 2016, the company decided to change the purpose of the project funds. The implementation of the project after the purpose of the raised funds is changed is as follows:
(1) For the Shaanxi gypsum board project and Jinggangshan gypsum board project implemented after the change of the purpose of the raised funds, see “III. (Ⅰ) 1. Building materials base construction project” in this report.
(2) Supplementary working capital: according to the proposal on changing the purpose of some raised funds, the company has supplemented working capital with 17597000000 yuan of raised funds in 2016.
3. R & D center construction project (phase I): the total committed investment of the raised funds of the project is 216688459 yuan, with a cumulative investment of 39474341847 yuan. The general contracting and decoration construction of the comprehensive scientific research building of the R & D center construction project of the future science and Technology City (phase I) has been completed, and the equipment has been commissioned and passed the acceptance; The decoration of some floors has been completed and put into use. The R & D center construction project (phase I) has been converted to fixed assets.
4. Platform construction project: the total committed investment of the raised funds of the project is 15 Shenzhen Wongtee International Enterprise Co.Ltd(000056) 591 yuan, including 12203293057 yuan in the previous year, 620093756 yuan in the current year, and 12823386813 yuan in total. Current progress of the project:
(1) Brand center construction project: in 2021, the company continued to deepen the brand “commanding height” strategy, helped the implementation of the “one body and two wings” strategy, and achieved a number of important results. The company comprehensively went deep into the marketing 2.0 upgrade, implemented ” Beijing New Building Materials Public Limited Company(000786) whole product series strategic cooperation”, continued to strengthen cooperation with strategic customers, and achieved good results. The project used 9531157929 yuan of raised funds in previous years and 468842071 yuan of raised funds in this year. As of December 31, 2021, the cumulative use of raised funds was 10000000000 yuan. (2) Informatization construction project: in 2021 Beijing New Building Materials Public Limited Company(000786) continue to carry out the full level coverage of Kingdee ERP system, comprehensively promote the use of bar code system, deepen the application of pilot plants of equipment asset management system, and complete the level protection of important information systems
