China International Capital Corporation Limited(601995)
About Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Verification opinions on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) ", "sponsor") as a sponsor of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as " Shenzhen Jpt Opto-Electronics Co.Ltd(688025) ", "company") for initial public offering of shares and listing on the science and innovation board, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the continuous supervision of listed companies of Shanghai 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, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, Carefully checked the deposit and use of raised funds in Shenzhen Jpt Opto-Electronics Co.Ltd(688025) 2021, and the verification results and opinions 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 China Securities Regulatory Commission's zjxk [2019] No. 1797 and the consent of Shanghai Stock Exchange, Shenzhen Jpt Opto-Electronics Co.Ltd(688025) on October 28, 2019 adopts the combination of directional placement to strategic investors, offline inquiry placement to qualified investors, and online pricing issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts in Shanghai market, 23092144 ordinary shares (A shares) were publicly issued to the public at an issue price of 43.86 yuan per share. As of October 28, 2019, the company had raised a total of 101282143584 yuan. After deducting the issuance expenses of 9778575907 yuan, the net amount of funds raised was 91503567677 yuan.
The above net raised funds have been verified by Ruihua Certified Public Accountants (special general partnership) Ruihua Yan Zi [2019] No. 484900025 capital verification report.
(II) amount used in the current year and ending balance
As of December 31, 2021, the balance of the company's special account for raised funds should be 29538042134 yuan, including 14538042134 yuan of the balance of the special account for raised funds deposits (including 320501819 yuan of interest income of the special account for raised funds, 1655778754 yuan of structural wealth management income of the special account for raised funds, deducting 1090098 yuan of handling fees), and 15000000000 yuan of Principal Guaranteed wealth management products.
The specific use of the company's raised funds in 2021 is as follows:
Unit: RMB
Project amount
As of December 31, 2020, the balance of the raised funds account was 47799940274
Less: expenditure amount of raised investment project 13855238955
Plus: interest income of special account for raised funds 126366282
Plus: income from structured financial management of special account for raised funds 574638836
Less: handling fee expense of special account for raised funds 454067
Less: transfer out of raised investment projects 5107210236
As of December 31, 2021, the balance of the raised funds account was 29538042134
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the provisions of the notice on Further Strengthening the management of publicly raised funds of joint stock limited companies and the measures for the management of raised funds of listed companies on Shanghai Stock Exchange (revised in 2013) and other documents of the CSRC, and in combination with the actual situation of the company, Formulate the management system of raised funds of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "management system"), implement the special account storage system for the raised funds, and regulate the storage and use of the raised funds, project implementation management, change of investment projects and supervision of use.
The management system was deliberated and adopted at the 23rd Meeting of the first board of directors of the company on March 10, 2019 and the second extraordinary general meeting of shareholders in 2019 held on March 25, 2019.
(II) supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and relevant regulations, the company and the sponsor China International Capital Corporation Limited(601995) have signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as the "tripartite supervision agreement") with Bank Of China Limited(601988) Shenzhen Longhua sub branch on October 28, 2019. For details, please refer to the announcement on the listing of science and innovation board for initial public offering of shares disclosed by the company on October 30, 2019.
According to the regulations of Shenzhen Stock Exchange (hereinafter referred to as "Huizhou Branch") and its subsidiaries
China Minsheng Banking Corp.Ltd(600016) Shenzhen Branch, Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch
Industrial Bank Co.Ltd(601166) Shenzhen Branch, Bank Of China Limited(601988) Shenzhen Longhua sub branch, Bank of China
Huizhou Branch of Bank of raising Co., Ltd. and the sponsor China International Capital Corporation Limited(601995) respectively signed the
Four party supervision agreement on special fund account storage (hereinafter referred to as "Four Party Supervision agreement").
There is no significant difference between the above raised funds supervision agreement and the model supervision agreement of Shanghai Stock Exchange
The above three-party and four party regulatory agreements of the company have been effectively implemented.
(III) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Deposit bank account number account type account balance
Industrial Bank Co.Ltd(601166) Co., Ltd. 337080100100686910 current deposit 1288310
Division Shenzhen Branch
Shanghai Shanghai Pudong Development Bank Co.Ltd(600000) shares have 791 Pku Healthcare Corp.Ltd(000788) 010 Shenzhen Quanxinhao Co.Ltd(000007) 73 current deposit 3070289925
Limited company Shenzhen Branch
Bank Of Beijing Co.Ltd(601169) Co., Ltd. 20 Fawer Automotive Parts Limited Company(000030) 0 Wuxi Boton Technology Co.Ltd(300031) 288016 current deposit-
Division Shenzhen Branch
China China Minsheng Banking Corp.Ltd(600016) shares have 631519345 current deposits of 1834005966
Limited company Shenzhen Branch
Bank Of China Limited(601988) Co., Ltd. 741973024981 current deposit 6086584928
Si Shenzhen Longhua sub branch 753672851199 note current deposit-
Bank Of China Limited(601988) Co., Ltd. 683472525826 current deposit 3545873005
Huizhou Zhongkai sub branch
Total 14538042134
In order to improve the use efficiency of raised funds, the company purchased structural deposits from some temporarily idle raised funds,
As of December 31, 2021, the balance of special settlement account for structured deposits is as follows:
Unit: 10000 yuan
Deposit bank product name deposit type balance maturity expected annualized deposit term yield limit
Liduoduo company of Shanghai Pudong Development Bank
Shenzhen 21jg6451 Co., Ltd. (3-month online structured deposit 10 China Vanke Co.Ltd(000002) 022 / 01 / 21 3.21% 91 day branch point exclusive b) RMB pair
Corporate structured deposits
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. seven day call deposit structured deposit 500000/2.10%
Co., Ltd. Shenzhen Branch/
Total 1500000
Note: the structural deposits purchased with idle raised funds of the company are principal guaranteed products.
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds
The actual use of the company's raised funds in 2021 is detailed in "Annex 1 Comparison of the use of raised funds" of this report.
(II) early investment and replacement of raised investment projects
In order to smoothly promote the investment projects with raised funds, the company has invested some investment projects with raised funds in advance within the company with self raised funds. As of November 30, 2019, the actual investment amount of the company invested in the investment projects with raised funds in advance with self raised funds is 3170791540 yuan. Ruihua Certified Public Accountants (special general partnership) has verified the above self raised funds that have been invested in the investment projects with raised funds in advance, and issued the verification report on the report on the investment projects with raised funds in advance [2019] No. 48490025 on December 13, 2019.
According to the measures for the administration of raised funds of Listed Companies in Shanghai Stock Exchange (revised in 2013) and other relevant provisions, the company used the net raised funds of 3170791540 yuan to replace the self raised funds invested in advance, transferred the raised funds of 3170791540 yuan to the bank account of the company's own funds, and completed the replacement of the investment projects invested with raised funds in advance. The replacement does not change the purpose of the company's raised funds in a disguised manner, and the replacement time is less than 6 months from the arrival time of the raised funds, which meets the regulatory requirements.
The above replacement matters were deliberated and adopted at the 11th meeting of the second board of directors on December 13, 2019, and the independent directors of the company issued clear consent opinions and fulfilled the necessary procedures China International Capital Corporation Limited(601995) has issued the verification opinions of China International Capital Corporation Limited(601995) on Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses on December 13, 2019.
(III) cash management of temporarily idle raised funds
In order to improve the use efficiency of the raised funds, on December 3, 2021, the proposal on the use of some idle raised funds for cash management was adopted at the 38th meeting of the second board of directors and the 26th meeting of the second board of supervisors, which agreed that the company would use the temporarily idle raised funds of no more than 200 million yuan for cash management for purchase with high safety Products with good liquidity (including but not limited to contractual deposits, structured deposits, time deposits, call deposits, certificates of deposit, etc.). Within the above limit, funds can be rolled over
The above matters have been approved by the board of directors and the board of supervisors of the company, and the independent directors of the company have issued clear consent opinions and fulfilled the necessary legal procedures China International Capital Corporation Limited(601995) has issued the verification opinions of China International Capital Corporation Limited(601995) on Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. using some temporarily idle raised funds for cash management on December 3, 2021.
(IV) use of surplus raised funds
On August 24, 2021, the company held the 32nd meeting of the second board of directors and the 22nd Meeting of the second board of supervisors, and deliberated and adopted the
