Citic Securities Company Limited(600030)
About Changchun Engley Automobile Industry Co.Ltd(601279)
Special verification opinions on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “, “sponsor”) as a sponsor of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as ” Changchun Engley Automobile Industry Co.Ltd(601279) ,” company “,” listed company “) for initial public offering and listing of shares, in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, Special verification has been conducted on the deposit and actual use of the raised funds in Changchun Engley Automobile Industry Co.Ltd(601279) 2021, and the verification is reported as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of the reply on the approval of Changchun Engley Automobile Industry Co.Ltd(601279) initial public offering of shares (zjxk [2021] No. 277) issued by China Securities Regulatory Commission, Changchun Engley Automobile Industry Co.Ltd(601279) initial public offering of RMB common shares (A shares) 149425316 shares, with a par value of RMB 1.00 per share, an issue price of RMB 2.07 per share and a total raised capital of RMB 309310400, The net amount of raised funds after deducting the issuance expenses of RMB Yunnan Chihong Zinc & Germanium Co.Ltd(600497) million is RMB 2492607 million. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) verified the capital availability of the company’s initial public offering of new shares, and issued the “PwC Zhongtian Yan Zi (2021) No. 0385” capital verification report on April 9, 2021.
In order to standardize the management and use of the company’s raised funds, the company opened special accounts for raised funds (hereinafter referred to as “special accounts”) with the business department of Bank Of Communications Co.Ltd(601328) Jilin Branch, Changchun Branch of Bohai Bank Co., Ltd. and China Citic Bank Corporation Limited(601998) Changchun High And New Technology Industries (Group) Inc(000661) sub branch to deposit the initial raised funds, and signed the tripartite supervision agreement for raised funds with banks and sponsors on relevant special accounts.
(II) use and balance of raised funds
As of December 31, 2021, the balance of the company’s special account for raised funds was 877281 million yuan. The specific use of the raised funds in 2021 is as follows:
Project amount
Total raised funds 3093104
Less: paid issuance expenses (tax included) Yunnan Chihong Zinc & Germanium Co.Ltd(600497)
Plus: interest income 161.53
Less: 1631479 raised investment funds used in 2021
Balance as of December 31, 2021: 877281
2、 Management of raised funds
(I) management of raised funds
In order to standardize the use and management of raised funds and protect the legitimate rights and interests of investors, the company has complied with the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (CSRC announcement [2022] No. 15) issued by the CSRC and the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation issued by the Shanghai Stock Exchange In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual situation of the company, the measures for the management of raised funds (hereinafter referred to as the “measures”) are formulated. According to the management measures, the company adopts the special account storage system for the raised funds, strictly performs the relevant approval procedures, supervises the management and use of the raised funds, and ensures that the special funds are used for special purposes.
(II) storage of raised funds in special account
In accordance with the administrative measures, the company has implemented a special account for the storage of funds raised through public offering, established a special account for raised funds in the bank, and signed the tripartite supervision agreement on the storage of raised funds with Bank Of Communications Co.Ltd(601328) Jilin Branch, Changchun Branch of Bohai Bank Co., Ltd., China Citic Bank Corporation Limited(601998) Changchun Branch together with Citic Securities Company Limited(600030) on April 12, 2021. The company and its subsidiary Changchun Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd Foshan Changchun Engley Automobile Industry Co.Ltd(601279) Parts Co., Ltd. and Citic Securities Company Limited(600030) signed the four party supervision agreement on special account storage of raised funds with Bank Of Communications Co.Ltd(601328) Jilin branch and China Citic Bank Corporation Limited(601998) Changchun Branch on May 7, 2021. The above agreement defines the rights and obligations of all parties, which is not significantly different from the model regulatory agreement of Shanghai Stock Exchange. The company has strictly complied with and performed when using the raised funds.
As of December 31, 2021, the company has six special accounts for raised funds, and the deposits of raised funds are as follows:
Bank account number and account balance of deposit bank
China Citic Bank Corporation Limited(601998) Changchun Branch 8113601013 Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) 51326.81
Bohai Bank Co., Ltd. Changchun Branch 20173046870 Mys Group Co.Ltd(002303) 338.89
Bank Of Communications Co.Ltd(601328) Jilin Branch 221 Shengda Resources Co.Ltd(000603) 013 China Reform Health Management And Services Group Co.Ltd(000503) 89292
Bank Of Communications Co.Ltd(601328) Jilin Branch 221 Shengda Resources Co.Ltd(000603) 013 China Reform Health Management And Services Group Co.Ltd(000503) 9686.50
Bank Of Communications Co.Ltd(601328) Jilin Branch 221 Shengda Resources Co.Ltd(000603) 013 Guangdong Guanghong Holdings Co.Ltd(000529) 945395.93
China Citic Bank Corporation Limited(601998) Changchun Branch 81136010139002525141.75
Total 877281
Note: since the business department of China Citic Bank Corporation Limited(601998) Changchun High And New Technology Industries (Group) Inc(000661) sub branch and Bank Of Communications Co.Ltd(601328) Jilin Branch do not have the authority to sign the agreement, the actual signatories of the agreement are their superior organs China Citic Bank Corporation Limited(601998) Changchun Branch and Bank Of Communications Co.Ltd(601328) Jilin Branch.
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
The actual use of raised funds is detailed in the attached table comparison table of use of raised funds
(II) early investment and replacement of raised capital investment projects (hereinafter referred to as “raised investment projects”)
In order to smoothly promote the implementation of the raised investment project, the company will invest the raised investment project in advance with self raised funds according to the actual situation of the project progress before the raised funds arrive in the account.
On June 25, 2021, the company held the 29th meeting of the third board of directors, deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and pay the issuance expenses, and agreed that the company would use the raised funds to replace the self raised funds invested in advance with a total of 11342133642 yuan. The independent directors, the board of supervisors and the sponsor of the company all expressed their consent on this matter, PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) conducted a special audit on the company’s early investment of raised funds with self raised funds, and issued the report on the investment of raised funds with self raised funds by Changchun Engley Automobile Industry Co.Ltd(601279) as of May 31, 2021 and the authentication report (PWC Zhongtian special audit Zi (2021) No. 2678). As of July 14, 2021, all the above raised funds have been replaced.
(III) temporary replenishment of working capital with idle raised funds
The company does not use idle raised funds to temporarily supplement working capital.
(IV) cash management of idle raised funds and investment in related products
The company does not use idle raised funds for cash management and investment in related products.
(V) permanent replenishment of working capital or repayment of bank loans with over raised funds
The company has no over raised funds in this public offering.
(VI) use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
In this public offering, the company does not use the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
(VII) use of surplus raised funds
The company’s raised funds are still in the process of investment, and there is no surplus of raised funds.
(VIII) other information about the use of raised funds
On April 29, 2021, the 28th meeting of the third board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of subsidiaries to implement the raised investment projects, and agreed that the company would implement the raised investment projects by increasing the capital of subsidiaries with the raised funds.
4、 Change the use of funds of raised investment projects
The company has no change in the actual investment projects of the raised funds, and there is no external transfer of the investment projects of the raised funds.
5、 Problems in the use and disclosure of raised funds
The company has timely, truly, accurately and completely disclosed the use of raised funds and relevant information. The used raised funds are invested in the promised investment projects of raised funds, and there is no illegal use of raised funds.
6、 Concluding opinions of the assurance report issued by the accounting firm on the deposit and use of the company’s annual raised funds
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) issued a special report and assurance report on the deposit and actual use of raised funds in 2021 for the company, PwC Zhongtian certified public accountants believes that the special report on the deposit and actual use of raised funds in Changchun Engley Automobile Industry Co.Ltd(601279) 2021 is in accordance with the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) announced by China Securities Regulatory Commission [2022] No. 15 in all major aspects The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the announcement format of self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – special report on the deposit and actual use of raised funds of listed companies No. 16 issued by Shanghai Stock Exchange truthfully reflect the deposit and actual use of raised funds in Changchun Engley Automobile Industry Co.Ltd(601279) 2021 in all major aspects.
7、 Concluding comments on the special verification report issued by the recommendation institution on the deposit and use of the company’s annual raised funds
After verification, the sponsor believes that the management and actual use of the raised funds of the company from the date of receipt of the raised funds to December 31, 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the management of the raised funds, and the disclosure on the management and use of the raised funds of the company in the special report on the deposit and actual use of the raised funds of Changchun Engley Automobile Industry Co.Ltd(601279) 2021 prepared by the company is consistent with the actual situation.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) special verification opinions on the deposit and use of raised funds in Changchun Engley Automobile Industry Co.Ltd(601279) 2021) sponsor representative:
Huang Xinyan, Li Yanmei
Citic Securities Company Limited(600030) mm / DD / yyyy
Comparison table of use of raised funds
Unit: 10000 yuan
The total amount of raised funds (after deducting the issuance expenses excluding value-added tax) is 2492607. The total amount of raised funds invested in this year is 1631479
Total amount of raised funds with changed purposes-
Total accumulated invested raised funds
