China International Capital Corporation Limited(601995)
Verification opinions on Tianshui Zhongxing Bio-Technology Co.Ltd(002772) "special report on the deposit and actual use of raised funds in 2021"
March, 2002
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " or "sponsor") as a sponsor of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as " Tianshui Zhongxing Bio-Technology Co.Ltd(002772) " or "company") for continuous supervision of public issuance of convertible corporate bonds, in accordance with the requirements of relevant laws and regulations such as the measures for the administration of securities issuance and recommendation business of China Securities Regulatory Commission and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, Checked the special report on the annual storage and actual use of raised funds in Tianshui Zhongxing Bio-Technology Co.Ltd(002772) 2021 and issued this verification opinion (hereinafter referred to as "the opinion" or "the verification opinion"). 1、 Basic information of raised funds
The raised funds deposited and used by the company in 2021 were raised by public issuance of convertible corporate bonds.
Approved by the reply on approving Tianshui Zhongxing Bio-Technology Co.Ltd(002772) public issuance of convertible corporate bonds (zjxk [2017] No. 2002) of the China Securities Regulatory Commission, the company publicly issued 9.2 million convertible corporate bonds on December 13, 2017, with a face value of 100 yuan each, issued at par with the face value, and raised a total of 92 million yuan after deducting the issuance expenses, The net amount of funds actually raised was 902.9 million yuan. The above funds have been verified by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) and issued the capital verification report (zhyz (2017) No. 080011).
As of December 31, 2021, the principal and interest of the funds raised by the public issuance of convertible corporate bonds totaled 9410492 million yuan (excluding bank handling charges). The company has put the accumulated amount of funds raised into use was 5531712 million yuan, including 199633 million yuan in this year and 5334779 million yuan in previous years, The total balance of principal and interest of unused raised funds is 387878 million yuan. 2、 Deposit and management of raised funds
(I) formulation and implementation of raised funds management system
In order to standardize the management and use of raised funds and protect the legitimate rights and interests of investors, the company has formulated the measures for the management of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) raised funds in accordance with the company law, the securities law, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 1 - standardized operation of companies listed on the main board and the articles of association, and in combination with the actual situation of the company Strict provisions have been made on the investment direction change of raised funds, the management and supervision of raised funds and information disclosure.
(II) storage and management of special account for raised funds
1. Storage of raised funds in special account
According to the provisions of the measures for the administration of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) raised funds, on December 19, 2017, the company held the 38th meeting of the second board of directors and deliberated and adopted the proposal on opening a special account for raised funds from public issuance of convertible corporate bonds and signing a supervision agreement. As of January 11, 2018, the company and its subsidiaries Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd., Jilin Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. and Wuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. have signed the supervision agreement on raised funds with the storage bank and the sponsor, as follows:
Sequence project name bank account name bank account number amount (10000 yuan) No
Annual output of 20000 tons of Agaricus bisporus Bank Of Communications Co.Ltd(601328) shares Anyang Zhongxing bacteria
1 mushroom and 110000 ton Composting Technology Co., Ltd. 7290301280180100686574229000 factory production project Tianshui branch company
Annual output of 32400 tons of gold needle Gansu bank Tian Jilin Zhongxing
2 mushroom production line construction project Shui branch fungus Technology Co., Ltd. 6101240020001365024000.00
Annual output of 32400 tons of gold needle Bank Of Communications Co.Ltd(601328) shares Wuwei Zhongxing bacteria
3 mushroom industrialized circular economy technology Co., Ltd. 7290301100180101120 Guangdong Advertising Group Co.Ltd(002400) 0.00 industrial chain construction project Tianshui branch company
Total 9029000
2. Use the raised funds to replace the self raised funds of the raised investment projects that have been invested in advance
On January 12, 2018, the company held the 40th meeting of the second board of directors and the 28th meeting of the second board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds of the pre invested projects. The board of directors agreed that the company would use the raised funds of 30484613632 yuan to replace the pre invested "20000 tons of Agaricus bisporus and 110000 tons of compost industrialized production project" Self raised funds for "production line construction project with annual output of 32400 tons of Flammulina velutipes" and "industrial chain construction project with annual output of 32400 tons of industrialized circular economy of Flammulina velutipes".
3. Some idle raised funds are managed in cash
The first extraordinary general meeting of the company in 2018, the annual general meeting of shareholders in 2018 and the first extraordinary general meeting of shareholders in 2020 all considered and approved the proposal of using some idle raised funds for cash management. Under the condition of ensuring that the investment projects of the company's raised funds will not be affected, some idle raised funds will be managed in cash to improve the use efficiency of raised funds.
4. Change of special account for deposit of raised funds
On September 22, 2020, the company held the 34th meeting of the third board of directors and the 20th meeting of the third board of supervisors, and deliberated and adopted the proposal on changing the special account for raised funds. In order to strengthen the management of raised funds, Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. and Wuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. applied to Bank of Gansu for the establishment of a new special account for raised funds.
On September 28, 2020, Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. and Wuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772) Technology Co., Ltd. signed a supervision agreement on raised funds with the new storage bank Gansu bank and the sponsor, and the original special account for raised funds has been cancelled.
After the change of the deposit account of the raised funds, the deposit of the raised funds and the balance of each special account by the end of 2021 are as follows:
At the end of 2021, project name, bank account name, bank account balance (10000 yuan, including interest)
1 annual output of 20000 tons of Agaricus bisporus and 11 Bank of Gansu Anyang Tianshui Zhongxing Bio-Technology Co.Ltd(002772) 610124010 China Union Holdings Ltd(000036) 741223614000 tons compost industrialized production project Tianshui Branch Technology Co., Ltd
Annual output of 32400 tons of Flammulina velutipes produced by Bank of Gansu Jilin Zhongxing bacteria
Line 2 construction project Tianshui Industry Technology Co., Ltd. 6101240020001365021970.49 company
Annual output of 32400 tons of Flammulina velutipes factory Bank of Gansu Wuwei Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
3. Project of circular economy industrial chain construction Tianshui Branch Technology Co., Ltd. 610124010 China Union Holdings Ltd(000036) 634581.17
3、 Actual use of raised funds this year
For the actual use of the funds raised by the company's public issuance of convertible corporate bonds in 2021, please refer to the "comparison table of the use of funds raised by public issuance of convertible corporate bonds" (attached Table 1-1).
4、 Problems in the use and disclosure of raised funds
The company deposited and used the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the measures for the administration of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) raised funds, and disclosed the use of raised funds in a timely, true, accurate and complete manner. There were no violations in the use and management of raised funds.
5、 Opinions of independent directors
After verification, the independent directors believe that the special report on the deposit and actual use of raised funds in 2021 prepared by the company truly, accurately and completely reflects the deposit and use of raised funds in 2021, and there are no false records, misleading statements or major omissions; The deposit and use of the company's raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there are no violations of the deposit, use, management and information disclosure of raised funds.
6、 Verification of recommendation institutions
The sponsor representative checked the deposit and use of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) raised funds and the implementation of the investment project with raised funds through data review, interview and communication. It mainly includes: consulting the bank statement of the company's raised funds, payment voucher of large raised funds, relevant reports of intermediaries, relevant announcements of the use of raised funds, project feasibility report and other materials, and communicating with the company's senior executives, middle managers and other relevant personnel. 7、 Recommendation institution's concluding comments
China International Capital Corporation Limited(601995) conducted special verification on the deposit and use of the company's raised funds in 2021, and the verification opinions are as follows:
. Tianshui Zhongxing Bio-Technology Co.Ltd(002772) has timely, truly, accurately and completely disclosed the storage and use of the raised funds in accordance with relevant laws and regulations, and there is no significant difference between the actual use of the raised funds and the disclosure in the company's periodic reports and other information disclosure documents. The agreement on the supervision of the raised funds signed by the company complies with the provisions of laws, regulations, normative documents and relevant systems of the company, such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company's raised funds management system. The raised funds are stored and used in a special account, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, There is no illegal use of the raised funds.
Attached Table 1-1:
Comparison table of use of funds raised by public issuance of convertible corporate bonds
Year 2021
Monetary unit: RMB 10000
The total amount of raised funds is 9029000, and the total amount of raised funds invested in this year is 196933
The total amount of raised funds with changed purposes in this year was 0
The cumulative total amount of raised funds for changing purposes is 0. The cumulative total amount of raised funds invested is 5531712. The proportion of the cumulative total amount of raised funds for changing purposes is 0.00%
Whether the committed investment projects and the over raised funds have been invested in the projects that have been changed, and whether the raised funds have been invested after adjustment. The cumulative investment progress of the current year as of the end of the period has reached the expected feasibility. Whether the current year has reached the project feasibility (including partial changes) total amount of committed investment (1) input amount (2) (%) (3) = (2) / (1) The current benefit of the use status date is expected to change significantly
The promised investment project has an annual output of 20000 tons of Agaricus bisporus and 110000 tons
Compost industrialized production project (Anyang zhongno 4229 Hubei Yihua Chemical Industry Co.Ltd(000422) 9000 338.413206342 75.82)
