China Greatwall Securities Co.Ltd(002939) special verification opinions on the deposit and actual use of raised funds of Beijing Beijing Oriental Jicheng Co.Ltd(002819) Integrated Technology Co., Ltd. in 2021
China Greatwall Securities Co.Ltd(002939) (hereinafter referred to as ” China Greatwall Securities Co.Ltd(002939) ” or “recommendation institution”) as the sponsor and lead underwriter of initial public offering of shares of Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as ” Beijing Oriental Jicheng Co.Ltd(002819) ” or “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing and the guidelines for recommendation of listed companies of Shenzhen Stock Exchange In accordance with the provisions of relevant normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, the company has carefully verified the deposit and actual use of raised funds in 2021. The verification results are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of CSRC zjxk [2016] No. 2354 document, 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, raising 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 net amount of funds actually raised was 10367640000 yuan.
The above net amount of raised funds has been verified by Ruihua Certified Public Accountants (special general partnership) Ruihua Yan Zi [2016] No. 013500004 capital verification report.
(II) amount used in previous years, amount used in current year and current balance
1. Amount used in previous years
As of December 31, 2020, the company’s raised funds have invested 7877349751 yuan in the projects invested with raised funds, including 537099120 yuan of gold, and the accumulated interest stored in the special account (deducting the handling fee of 366684352 yuan).
2. Amount used and current balance in the current year
In 2021, the use of the company’s raised funds was: 905087579 yuan was directly invested in the raised projects with the raised funds. As of December 31, 2021, the accumulated funds raised by the company have directly invested 8782437330 yuan in the projects raised and invested.
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、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of the raised funds and protect the rights and interests of investors, the company has formulated the special management system of the company’s raised funds (hereinafter referred to as the management system) in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange, and implemented a special account deposit system for the raised funds. Set up a special account for the use of raised funds in the bank, and signed the management agreement on the special account for raised funds with the deposit bank and the sponsor to strictly approve the use of raised funds, so as to ensure the special use of 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.
(II) storage of raised funds in special account
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 Minsheng Banking Corp.Ltd(600016) Beijing Wanliu sub branch 630763731 current 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).
The proposal on closing the investment projects related to the initial public offering and canceling the special account for raised funds was reviewed and approved, and the independent directors of the company expressed their consent on this matter. By the end of 2021, the company has cancelled the bank account of the above raised funds.
3、 Actual use of raised funds this year
(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 differences between actual investment progress and investment plan of raised investment projects
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
In 2021, the company did not change the implementation place and implementation method of newly raised funds. (4) Advance investment and replacement of investment projects with raised funds
In 2021, the company did not invest and replace the investment projects with raised funds in advance.
(5) Temporary replenishment of 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
There is no use of idle raised funds to invest in financial products in the current period.
(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.
4、 Change the use of funds for investment projects 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, 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.
For this matter, the independent directors of the company issued a consent opinion, and the sponsor issued a special verification opinion, which was approved by the fourth extraordinary general meeting of shareholders in 2018.
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 with working capital. The company’s raised capital investment project “electronic measuring instrument leasing operating asset expansion project” has been implemented and reached the expected usable state, and agreed to close the above projects. At the same time, in order to improve the use efficiency of the balance raised funds, it is agreed to permanently supplement the working capital with the balance raised funds of 13237890 yuan (including financial management income and bank deposit interest, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out) after the settlement of the above raised investment projects. In response to this matter, the independent directors of the company issued their consent opinions, and the recommendation institution issued special verification opinions.
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. For this matter, the independent directors of the company issued consent opinions, and the sponsor issued special verification opinions, which were reviewed and approved by the 2019 annual general meeting of shareholders of the company.
For details of this year, see Annex 2 – changes in investment projects of raised funds
5、 Problems in the use and disclosure of raised funds
In 2021, the company has disclosed the deposit and use of raised funds in a timely, true, accurate and complete manner in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the company’s management measures for the use of raised funds.
6、 Concluding opinions of the accounting firm on the assurance report issued by the company on the deposit and use of raised funds in 2021
Grant Thornton Certified Public Accountants (special general partnership) believes that the 2021 special report prepared by the board of directors of the company complies with the relevant provisions of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (2022) and the relevant format guidelines, And truthfully reflected the deposit and actual use of the raised funds of Beijing Oriental Jicheng Co.Ltd(002819) company in 2021 in all major aspects.
7、 Verification of recommendation institutions
The sponsor representative checked the deposit and use of Beijing Oriental Jicheng Co.Ltd(002819) raised funds and the implementation of the investment project with raised funds through data review, interview and communication. The main verification methods include consulting bank statements, financial vouchers, company announcements and other relevant reports and documents related to the raised funds, and communicating with relevant senior managers of the company.
8、 Verification opinions of the recommendation institution
Upon verification, Beijing Oriental Jicheng Co.Ltd(002819) has timely, truly, accurately and completely disclosed the storage and use of supporting raised funds in accordance with relevant laws and regulations. The use is in line with the investment plan of raised funds. There is no significant difference between the actual use of raised funds and the disclosure in the company’s periodic reports and other information disclosure documents. The company has made special account storage and special use of the raised funds, and there is no illegal use of the raised funds or damage to the interests of shareholders.
Attached table 1: comparison of use of raised funds
Monetary unit: RMB 10000
The total amount of raised funds is 1036764, and the total amount of raised funds invested in this year is 905.09
The total amount of raised funds with changed purposes during the reporting period was 0
The accumulated total amount of raised funds for changing purposes is 371764, and the accumulated total amount of raised funds invested is 878244
35.86% of the total funds raised for accumulative change of purpose
Whether the investment commitment of raised funds has been changed and adjusted. As of the end of the period, whether the investment projects have reached the expected project feasibility by the end of the period and whether the investment projects have reached the expected project feasibility in the current year (including the total amount of part of the promised investment) and the cumulative investment progress (%) Determine whether the benefits of the available status have changed again) (1) amount (2) (3) = (2) / (1) significant change in status date
Committed investment projects
1. Electronic measuring instruments leased 532000457000463699 101% December 2019891.19 no
Business assets expansion project
2. Technical service and test application is 294000
Central project
3. Marketing service network and logistics no 6480002220 Suzhou Hesheng Special Material Co.Ltd(002290) 41 103% the project will not produce direct no in December 2019
Distribution center project
