Beijing Oriental Jicheng Co.Ltd(002819)
Comparison between the deposit and actual use of raised funds in 2021
Special report
In accordance with the relevant provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (2022), the deposit and use of the raised funds of the company in 2021 are described as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
1. Initial public offering
With the approval of zjxk [2016] No. 2354 document of the China Securities Regulatory Commission, as of October 28, 2016, the company has issued 2834000000 RMB ordinary shares (A shares) by way of public offering of shares by the lead underwriter China Greatwall Securities Co.Ltd(002939) with an issue price of 4.96 yuan per share, and raised a total of 14056640000 yuan. After deducting the recommendation fee and underwriting fee of 2450000000 yuan, After depositing 11606640000 yuan into the company’s account on November 3, 2016 and deducting the remaining issuance expenses of 1239000000 yuan, the actual net amount of raised funds was 10367640000 yuan.
The net amount of the above raised funds has been verified by the capital verification report (rhyz [2016] No. 013500004) issued by Ruihua Certified Public Accountants (special general partnership).
2. Non public offering of shares to specific objects
With the approval of China Securities Regulatory Commission’s Zheng Jian FA FA Zi [2021] No. 3033 document and the consent of Shenzhen Stock Exchange, the company’s lead underwriter Huatai United Securities Co., Ltd. issued 27624309 shares to specific investors through the Shenzhen Stock Exchange System on October 26, 2021, with an issue price of 21.72 yuan and a total raised capital of 5999999148 yuan, After deducting 2865128706 yuan (excluding value-added tax) related to the issuance, the net amount of funds actually raised was 57134870442 yuan. The above net raised funds have been verified by Grant Thornton Certified Public Accountants (special general partnership) and issued the capital verification report (Grant Thornton Zi [2021] No. 110c000730).
(II) amount used in previous years, amount used in current year and current balance.
1. Initial public offering
(1) Amount used in previous years
As of December 31, 2020, the company’s raised funds have invested 7877349751 yuan in raised investment projects, supplemented working capital of 1953199256 yuan, and the unused amount is 903783472 yuan (including 537099120 yuan of raised funds and 366684352 yuan of accumulated interest stored in a special account less handling fees).
(2) Amount used and current balance in the current year
In 2021, the use of the raised funds of the company is as follows:
905087579 yuan was directly invested in the project with the raised funds. As of December 31, 2021, the accumulated funds raised by the company have been directly invested in the projects raised and invested by 8782437330 yuan.
As of December 31, 2021, the balance deposited in the special account for raised funds was RMB 0.00.
In conclusion, as of December 31, 2021, the accumulated investment of raised funds was 8782437330 yuan, and the permanent supplementary working capital was 1953467562 yuan, of which the amount carried forward in 2021 was 268306 yuan.
2. Non public offering of shares to specific objects
Amount used and current balance in the current year
According to the commitment of the company’s non-public offering plan, the funds raised from this non-public offering are used to pay the relevant expenses of this transaction and supplement working capital.
As of December 31, 2021, the balance deposited in the special account for raised funds was RMB 15514801, and the balance of structured deposits was RMB 10000000000, totaling RMB 10015514801.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the provisions of the 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) 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 (2022), and in combination with the actual situation of the company, Formulated the special management system for Beijing Oriental Jicheng Co.Ltd(002819) raised funds (hereinafter referred to as the “management system”).
1. Initial public offering
According to the management measures and in combination with the business needs, the company has implemented a special account for the raised funds since November 2016, established a special account for the use of the raised funds in the bank, and signed the management agreement on the special account for the raised funds with the deposit bank and the sponsor to strictly approve the use of the raised funds, so as to ensure the special use of the raised funds. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the special account management agreement for raised funds.
2. Non public offering of shares to specific objects
In accordance with the management measures and in combination with the business needs, the company has implemented a special account for the raised funds since November 2021, established a special account for the use of the raised funds in the bank, and signed a fund raising agreement with the deposit bank and the recommendation institution
The tripartite supervision agreement on raised funds strictly examines and approves the use of raised funds to ensure that the special funds are used for special purposes. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the tripartite supervision agreement on raised funds.
(II) storage of raised funds in special account
1. Initial public offering
As of December 31, 2021, the specific deposit of raised funds (unit: RMB) is as follows:
Deposit bank account number account category storage balance
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 630763731 current 0.00 Beijing Wanliu sub branch
Total 0.00
Of the above deposit balance, RMB 370278884 has been included in the interest of the special account for raised funds and financial management income (including RMB 1812413 of the interest income in 2021), RMB 268306 of the funds transferred from China Minsheng Banking Corp.Ltd(600016) raising account to China Minsheng Banking Corp.Ltd(600016) general account has been deducted, and RMB 2022119 of the handling fee has been deducted (including RMB 240000 of the handling fee in 2021).
2. Non public offering of shares to specific objects
As of December 31, 2021, the specific deposit of raised funds (unit: RMB) is as follows:
Deposit bank account number account category storage balance
Bank Of Beijing Co.Ltd(601169) Fuyu branch 20 Ping An Bank Co.Ltd(000001) 3064 current 15514801
Line Wuhu Conch Profiles And Science Co.Ltd(000619) 36522
Bank Of Beijing Co.Ltd(601169) fuyuzhi 20 Ping An Bank Co.Ltd(000001) 3064 structural deposit 10000000000 line 00038440877
Total 10015514801
The above deposit balance has been included in the interest of the special account for raised funds and financial management income of 46518053 yuan.
3、 Actual use of raised funds this year
1. Initial public offering
The actual use of the raised funds in this year is detailed in Annex 1: comparison table of the use of the raised funds.
(1) Use of funds for investment projects with raised funds.
See attached table 1: comparison of use of raised funds for details.
(2) Reasons for the difference between the actual investment progress and the investment plan of the raised investment project.
There is no difference between the actual investment progress of the raised investment project and the investment plan.
(3) Changes in the place and mode of implementation of the project invested with raised funds.
On October 26, 2018, the company held the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, and deliberated and adopted the proposal on terminating some raised investment projects and using some raised funds for permanent replenishment of working capital and the proposal on changing the implementation location of some raised investment projects and the extension of some raised investment projects.
In view of the changes in the market environment, it is agreed to terminate the technical service and test application center project, and the remaining raised funds of the project and their interest and financial management income will be used to permanently supplement the working capital of the company.
It is agreed that under the condition that there is no change in the implementation subject of the raised investment project, the investment purpose and investment amount of the raised funds, it is proposed to extend the electronic measuring instrument leasing operating asset expansion project for one year, complete the investment and reach the expected usable state by December 31, 2019.
It is agreed that the marketing service network and logistics distribution center project will be postponed for one year until December 31, 2019 and reach the expected usable state after the change without any change in the implementation subject of the raised investment project and the investment purpose of the raised funds.
It is agreed to change the marketing service network and logistics distribution center project, change the proposed location of marketing service network from Guangzhou, Zhengzhou, Tianjin, Chongqing, Hangzhou, Mianyang, Shenyang, Jinan, Hefei and Xiamen to Guangzhou, Zhengzhou, Tianjin, Hangzhou and Mianyang, terminate the construction of marketing service network in Chongqing, Shenyang, Hefei, Jinan and Xiamen, and change the logistics distribution center from Beijing and Shanghai to Shanghai, Terminate the construction of Beijing logistics distribution center. After the change, the marketing service network and logistics distribution center project will continue to be implemented, and the total investment will be adjusted to 22.2 million yuan for the construction of marketing service outlets in Guangzhou, Zhengzhou, Tianjin, Hangzhou and Mianyang, as well as Shanghai logistics distribution center. If the raised funds cannot meet the capital needs of the project, the company will solve the capital gap with bank loans or its own funds.
On April 10, 2020, the company held the 17th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on changing the purpose of some raised funds.
It is agreed to invest the remaining raised funds of the marketing service network and logistics distribution center project into the 5g and semiconductor electronic measuring instrument leasing and operating asset expansion project.
(4) Advance investment and replacement of investment projects with raised funds.
As of November 10, 2016, the company invested RMB 1531660932 in the above-mentioned investment projects with raised funds in advance with self raised funds. On April 5, 2017, the 9th meeting of the third board of directors of the company deliberated and approved the proposal on using raised funds to replace self raised funds invested in projects with raised funds in advance, and agreed to use the raised funds to replace the self raised funds invested in projects with raised funds in advance with RMB 1531660932, Ruihua Certified Public Accountants (special general partnership) has conducted a special audit and issued the authentication report on the report of Beijing Oriental Jicheng Co.Ltd(002819) Integrated Technology Co., Ltd. on the investment projects invested with raised funds in advance with self raised funds (Ruihua Hezi [2017] No. 01350015), with the explicit consent of the independent directors and the sponsor.
(5) Temporarily replenish working capital with idle raised funds.
The company does not temporarily supplement working capital with idle raised funds.
(6) Investment in products with idle raised funds.
The company does not invest in products with idle raised funds.
(7) Use of surplus raised funds.
As of December 31, 2021, the balance fund of the raising account is 268306 yuan, which has been transferred to the general deposit account (Account No.: 698016169) of China Minsheng Banking Corp.Ltd(600016) Wanliu sub branch as a permanent supplementary working capital.
2. Non public offering of shares to specific objects
The actual use of the raised funds in this year is shown in Schedule 1: comparison table of the use of the raised funds.
(1) Advance investment and replacement of investment projects with raised funds.
As of November 18, 2021, the company has paid a total of 945854631 yuan of intermediary fees in advance with self raised funds. On November 19, 2021, the fifth meeting of the Fifth Board of directors of the company deliberated and approved the proposal on replacing self raised funds with raised funds to pay intermediary fees in advance, and agreed that the company will replace the intermediary fees paid in advance with self raised funds with 945854631 yuan of raised funds. Zhitong Certified Public Accountants (special general partnership) has conducted a special audit and issued the verification report on Beijing Oriental Jicheng Co.Ltd(002819) replacing self raised funds with raised funds to pay intermediary fees in advance (ztzz [2021] No. 110c017707). The independent directors and the sponsor expressed their explicit consent.
4、 Change the use of funds for investment projects with raised funds
1. Initial public offering
On October 26, 2018, the company held the sixth meeting of the Fourth Board of directors and the fifth meeting of the Fourth Board of supervisors, deliberated and approved the proposal on terminating some raised investment projects and using some raised funds to permanently supplement working capital and the proposal on changing the implementation location of some raised investment projects and the extension of some raised investment projects, and agreed to terminate the project of technical service and test application center, The remaining raised funds of the project and its interest and financial management income of 1939961366 yuan are used to permanently supplement the working capital of the company.
The 15th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors held on October 29, 2019 deliberated and adopted the proposal on closing some raised investment projects and permanently replenishing the balance of raised funds into working capital. The company raised funds for investment projects (hereinafter referred to as “raised funds”)
