China Securities Co.Ltd(601066)
About Kaili Catalyst & New Materials Co.Ltd(688269)
Special verification report on the deposit and use of raised funds in 2021
As the sponsor of Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as ” Kaili Catalyst & New Materials Co.Ltd(688269) ” and “the company”) for the initial public offering of shares and listing on the science and innovation board, China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” and “the sponsor”) has verified the deposit and use of the funds raised by Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering of shares, as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on Approving the registration of Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering issued by China Securities Regulatory Commission (zjxk [2021] No. 1396), Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering of RMB common shares (A shares) was 23360000 shares, with an issue price of RMB 18.94 per share, raising a total of RMB 44243840000. After deducting the expenses related to the issuance (excluding tax) of RMB 4185681951, the net amount of Kaili Catalyst & New Materials Co.Ltd(688269) actually raised funds was RMB 40058158049. On June 3, 2021, ShineWing Certified Public Accountants (special general partnership) verified the availability of the company’s raised funds, And issued the capital verification report on the paid in capital of Kaili Catalyst & New Materials Co.Ltd(688269) initial public offering of shares (xyzh / 2021bjaa110804).
(II) amount used in previous years, amount used in current period and current balance
As of December 31, 2021, the use and balance of the company’s raised funds are as follows:
Unit: Yuan
Project amount
Total raised funds 44243840000
Less: recommendation and underwriting fee 2921763019
Received amount of raised funds: 41322076981
Less: other issuance expenses in 20211263918932
Net amount of actually raised funds 40058158049
Less: accumulated investment of raised funds project 8883590335
Project amount
Less: service charge 310878
Plus: deposit interest income 79171655
Less: the amount of cash management with raised funds in this period is 15000000000
Plus: cash management amount of raised funds recovered in the current period: 5000000000
Plus: income from cash management with raised funds in this period: 25424658
Plus: issuance expenses (pre invested with self raised funds) 414279245
The balance of funds raised is 21693132394
2、 Deposit, use and special account balance of raised funds
(I) management system of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, in accordance with the provisions of 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 by listed companies (revised in 2022), the listing rules of Shanghai Stock Exchange’s Kechuang board, the guidelines for the application of self regulatory rules of Shanghai Stock Exchange’s Kechuang board listed companies No. 1 – standardized operation, In combination with the actual situation of the company, Kaili Catalyst & New Materials Co.Ltd(688269) formulated the Kaili Catalyst & New Materials Co.Ltd(688269) raised funds management system (hereinafter referred to as “raised funds management system”).
(II) supervision agreement of raised funds
The company and the sponsor signed the tripartite supervision agreement on the special account storage of raised funds (hereinafter referred to as the “tripartite supervision agreement”) with China Construction Bank Corporation(601939) Xi’an Economic and Technological Development Zone sub branch, Industrial And Commercial Bank Of China Limited(601398) Xi’an Weiyang sub branch, Bank Of China Limited(601988) Xi’an Economic and Technological Development Zone sub branch and Xi’an Weiyang road sub branch of Shanghai Pudong Development Bank. There is no significant difference between the tripartite supervision agreement and the tripartite supervision agreement (model) for special account storage of raised funds formulated by the stock exchange, and there is no problem in the performance of the tripartite supervision agreement.
(III) storage of raised funds in special account
As of December 31, 2021, the special deposit account and balance of the company’s raised funds are as follows:
Unit: Yuan
Balance of special account for raised funds of account opening bank account of account opening entity
China China Construction Bank Corporation(601939) Xi’an Economic and Technological Development Zone sub branch 6105019 Guangdong Zhengye Technology Co.Ltd(300410) Zhejiang Hisoar Pharmaceutical Co.Ltd(002099) 7404598203
Company China Industrial And Commercial Bank Of China Limited(601398) Xi’an Weiyang sub branch 370 Hanwang Technology Co.Ltd(002362) 92 Xiamen Comfort Science & Technology Group Co.Ltd(002614) 9012362290899
Balance of special account for raised funds of account opening bank account of account opening entity
Company: Shanghai Pudong development bank Xi’an Weiyang road sub branch 720500788017 Shenzhen Zhongheng Huafa Co.Ltd(000020) 10491352520
Company Bank Of China Limited(601988) Xi’an Economic and Technological Development Zone sub branch 102094317540572227272
Tongchuan Kaili China Industrial And Commercial Bank Of China Limited(601398) Xi’an Weiyang sub branch 370 Hanwang Technology Co.Ltd(002362) 92 Zhejiang Haers Vacuum Containers Co.Ltd(002615) 17862663500
Total 21693132394
(IV) cash management of raised funds
On August 12, 2021, the 16th meeting of the second board of directors and the 7th Meeting of the second board of supervisors held by the company deliberated and adopted the proposal on using some idle raised funds for cash management, and agreed that the company would use idle raised funds of no more than 150 million yuan (including 150 million yuan). On the premise of ensuring that the construction of raised investment projects and the use of raised funds would not be affected and risks would be effectively controlled, It is used to purchase financial products with high security, good liquidity, low risk and guaranteed principal. The term shall not exceed 12 months (including 12 months) from the date of adoption by the board of directors and the board of supervisors of the company. As of December 31, 2021, the balance of structured deposits purchased by the company with raised funds is as follows: unit: Yuan
Trustee product type income type amount purchase date end date
Pudong floating capital guarantee
Xi’an proceeds type 10000000000 of China Development Bank October 29, 2021 Weiyang road sub branch January 28, 2022
Total — 10000000000 —
3、 Other information about the use of raised funds
(I) use of funds for projects invested with raised funds (hereinafter referred to as “projects invested with raised funds”)
As of December 31, 2021, the company has actually used the raised funds of 8883590335 yuan. For the specific use of the raised funds, see the attached table comparison table of the use of raised funds (attached table I) of this report.
(II) early investment and replacement of raised investment projects
On August 12, 2021, the company held the 16th meeting of the second board of directors and the 7th Meeting of the second board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds for pre invested projects and pre paid issuance expenses, and agreed to use raised funds to replace self raised funds for pre invested projects and issuance expenses of RMB 6.884 million.
1. Advance investment of raised investment projects with self raised funds and replacement scheme
As of July 31, 2021, the company has invested a total of 286417 million yuan in raised investment projects and land involved, of which 259005 million yuan of land and other related expenses are paid by the company’s own funds, and the self raised amount invested in advance in the proposed replacement raised investment projects is 2.7412 million yuan. The details are as follows:
Unit: 10000 yuan
Project Name: self raised funds proposed to be raised for projects invested with raised funds and related expenses related to the amount of land to be replaced
Advanced catalytic materials and technological innovation
1 center and industrialization construction project 1967908113180 37.25
Production and reuse of rare and precious metal catalytic materials
2. Utilization industrialization project 1531673173237 236.87
Total 3499581286417 274.12
2. Pre investment of issuance fee and replacement scheme with self raised funds
The total issuance cost of the company is 418568 million yuan (excluding value-added tax), of which 292176 million yuan (excluding value-added tax) has been deducted from the total amount of raised funds, and the total issuance cost (excluding value-added tax) not transferred from the raised funds account is 126392 million yuan. As of July 31, 2021, the company paid the issuance fee of 4.243 million yuan with self raised funds, and the proposed replacement amount is 4.1428 million yuan.
As of December 31, 2021, the self raised fund of 2.7412 million yuan invested by the company in advance and the self raised fund of 4.1428 million yuan paid in advance have not been transferred out of the special account for raised funds, and this part of the fund will still be used as raised funds and invested in the construction of raised projects.
Regarding this matter, the independent directors of the company issued independent opinions with explicit consent, and China Securities Co.Ltd(601066) securities issued explicit verification opinions. ShineWing Certified Public Accountants (special general partnership) verified the replacement and issued the assurance report on the replacement of raised funds of Xi’an Kaili new materials Co., Ltd. (xyzh / 2021bjaa11)
