Minmetals Securities Co., Ltd
About Emtek (Shenzhen) Co.Ltd(300938)
Special verification report on the deposit and use of raised funds in 2021
Minmetals Securities Co., Ltd. (hereinafter referred to as “Minmetals securities” and “sponsor”) is the sponsor of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as ” Emtek (Shenzhen) Co.Ltd(300938) ” or “company”) for initial public offering and listing on the gem of Shenzhen Stock Exchange, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self-discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant provisions, Special verification was conducted on the deposit and use of the company’s raised funds in 2021. The details are as follows:
1、 Basic information of raised funds
（1） Actual amount of raised funds and time of fund arrival
Approved by the reply on Approving the registration of Emtek (Shenzhen) Co.Ltd(300938) initial public offering of shares (zjxk [2021] No. 11) issued by China Securities Regulatory Commission, the company issued 1627500000 ordinary shares (A shares) to the public for the first time, with an issue price of 37.28 yuan / share and a total raised capital of 60673200000 yuan. As of January 22, 2021, the underwriter Minmetals Securities Co., Ltd. has received the subscription amount of RMB 60673200000 and the raised capital of RMB 55952581132 after deducting the sponsor underwriting fee (excluding tax) of RMB 4720618868, The underwriting agency Minmetals Securities Co., Ltd. remitted 55952581132 yuan into the special account for raised funds with an account number of 755906894210688 opened by the company in China Merchants Bank Co.Ltd(600036) Shenzhen ecological park sub branch. The total amount of funds raised by the company is RMB 60673200000, after deducting the recommendation and underwriting fee (excluding tax) of RMB 4862128302 and other issuance expenses (excluding tax) of RMB 1894776317, the actual net amount of funds raised is RMB 53916295381. The above raised funds have been verified by Lixin Certified Public Accountants (special general partnership) and issued a capital verification report (xksbz [2021] No. ze10008).
（2） Use and balance of raised funds
Bank advance; From January to December 2021, the actual use of raised funds was 11749347456 yuan (including 55 million yuan of over raised funds to supplement permanent current assets); The net amount of bank deposit interest received from January to December 2021 after deducting bank handling charges is 883190986 yuan. As of December 31, 2021, the accumulated used raised funds were 26206871371 yuan, and the accumulated net amount of bank deposit interest received after deducting bank handling charges was
883190986 yuan. As of December 31, 2021, The balance of raised funds is RMB 28592614996 (including the net amount of accumulated bank deposit interest received deducting bank handling charges, including: the balance of current deposit deposited in the special bank account for raised funds is RMB 1612614996; the amount of large amount transferable certificate of deposit purchased with idle raised funds is RMB 239.8 million.00, the amount of fixed income is RMB 3000000000, and the company does not have any pledge guarantee).
See the following table for details:
Project amount
Net proceeds 53916295381
The accumulated amount of raised funds invested is 26206871371
Including: the project amount invested from January to December 2021 is 11749347456 yuan
Net interest 883190986
The balance of unused raised funds is 28592614996
Including: Bank current deposit 1612614996
Large amount negotiable certificate of deposit 239.8 million.00
Fixed income 3000000000
Note: the difference between the accumulated amount of 26206871371 yuan invested in the raised funds and the total amount of 25802277546 yuan invested in the detailed items in Schedule 1 is 404593825 yuan of tax on the issuance expenses.
2、 Deposit and management of raised funds
（1） Management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and interests of investors, the company, in accordance with 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 Shenzhen stock exchange and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, The management system of the company’s raised funds (hereinafter referred to as the management system) has been formulated. According to the management system, the company has implemented a special account for the raised funds, established a special account for the raised funds in the bank, and signed the tripartite supervision agreement for the raised funds with China Merchants Bank Co.Ltd(600036) Shenzhen ecological park sub branch and Industrial Bank Co.Ltd(601166) Shenzhen Bao’an sub branch together with the sponsor Minmetals Securities Co., Ltd; Signed the four party supervision agreement on raised funds with Guangzhou Emtek (Shenzhen) Co.Ltd(300938) , China Merchants Bank Co.Ltd(600036) Shenzhen ecological park sub branch; Signed the four party supervision agreement on raised funds with Suzhou Xinci and China Merchants Bank Co.Ltd(600036) Shenzhen ecological park sub branch; The four party supervision agreement on raised funds was signed with Huazhong Xinci and Industrial Bank Co.Ltd(601166) Shenzhen Bao’an sub branch, which defined the rights and obligations of all parties. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange. The company has strictly complied with the raised funds.
（2） Storage of raised funds in special account
As of December 31, 2021, the deposit of the company’s raised funds is as follows:
Deposit bank account balance remarks
China Merchants Bank Co.Ltd(600036) 755906894210688771301245 current deposit
Shenzhen ecological park sub branch
China Merchants Bank Co.Ltd(600036) financial management ririxin 8 Luxi Chemical Group Co.Ltd(000830) 00000000 current financial management
Shenzhen ecological park sub branch
China Merchants Bank Co.Ltd(600036) 755906894282001235000000000 negotiable certificate of deposit Shenzhen ecological park sub branch
Industrial Bank Co.Ltd(601166) 3370 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 00380688438365048 current deposit
Shenzhen Bao’an sub branch
Industrial Bank Co.Ltd(601166) 3370601 Zhejiang Nhu Company Ltd(002001) 3381812980000000 negotiable certificate of deposit Shenzhen Bao’an sub branch
Industrial Bank Co.Ltd(601166) 3370 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 0039 Shenzhen Zhongzhuang Construction Group Co.Ltd(002822) 5559506 current deposit
Shenzhen Bao’an sub branch
Industrial Bank Co.Ltd(601166) 3370601 Zhejiang Nhu Company Ltd(002001) 350213000000000 negotiable certificate of deposit Shenzhen Bao’an sub branch
Industrial Bank Co.Ltd(601166) 3370601 Zhejiang Nhu Company Ltd(002001) 349723000000000 negotiable certificate of deposit Shenzhen Bao’an sub branch
China Merchants Bank Co.Ltd(600036) 755952701310108130494459 current deposit
Shenzhen ecological park sub branch
China Merchants Bank Co.Ltd(600036) 75595271971010846894738 current deposit
Shenzhen ecological park sub branch
Total 28592614996
3、 Actual use of raised funds this year
During the year, the actual use of the raised funds of the company is as follows:
（1） Use of funds for investment projects with raised funds
The comparison table of the company’s use of raised funds in 2021 is detailed in Schedule 1 of this report.
（2） Changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, the implementation location and mode of the company’s investment projects with raised funds have not changed.
（3） Advance investment and replacement of investment projects with raised funds
On February 3, 2021, the 12th meeting of the third board of directors and the 9th meeting of the third board of supervisors deliberated and approved the proposal on using raised funds to replace self raised funds for pre invested projects and paid issuance expenses, and agreed to use raised funds to replace self raised funds for pre invested projects and paid issuance expenses, totaling RMB 15551376166. The above investment and replacement have been reviewed by Lixin Certified Public Accountants (special general partnership) and issued the special assurance report on the replacement of Emtek (Shenzhen) Co.Ltd(300938) raised funds (Xin Hui Shi Bao Zi [2021] No. ze10012).
（4） Temporary replenishment of working capital with idle raised funds
The company held the 19th meeting of the third board of directors and the 13th meeting of the third board of supervisors on September 15, 2021, and deliberated and adopted the proposal on the company’s use of idle raised funds to temporarily supplement working capital. It is agreed that the company will temporarily supplement the working capital with idle raised funds of no more than 60 million yuan (RMB) on the premise of ensuring the normal capital demand of the investment projects with raised funds and the use plan of raised funds, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. Before the expiration of the service life, this part of the funds will be returned to the special account for raised funds in time. On December 1, 2021, the company has returned the above-mentioned 60 million yuan for temporary replenishment of working capital to the special account for raised funds of the company, and the service life of the fund does not exceed 12 months. At the same time, the company has notified the recommendation institution and the recommendation representative of the return of the above-mentioned raised funds.
(V) use of over raised funds
On January 29, 2021, the 11th meeting of the third board of directors and the 8th meeting of the third board of supervisors deliberated and adopted the proposal on using part of the over raised funds to permanently supplement the working capital, and agreed to use the over raised funds of RMB 55 million to permanently supplement the working capital; The amount of over raised funds is 18486630000 yuan, and the balance after deducting the amount of permanent supplementary working capital of 55 million yuan is mainly used to purchase negotiable certificates of deposit.
(VI) purpose and destination of unused raised funds
The unused raised funds of the company are mainly used for cash management.
(VII) other information about the use of raised funds
During the reporting period, the company has no other use of raised funds.
4、 Change the use of funds of raised investment projects
As of the announcement date, the company has not changed the raised investment projects.
5、 Problems in the use and disclosure of raised funds
The relevant information disclosed by the company is not disclosed in a timely, untrue, inaccurate or incomplete manner, and there are no violations in the storage, use, management and disclosure of raised funds.
6、 Assurance opinions of the accounting firm on the special report on the annual storage and use of raised funds
Lixin Certified Public Accountants (special general partnership) verified the deposit and use of the company’s raised funds in 2021 and issued the assurance report (Xin Hui Shi Bao Zi [2022] No. ze10044), The assurance conclusion is: “we believe that the special report on the deposit and actual use of the company’s raised funds prepared by the board of directors of your company in 2021 complies with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and relevant format guidelines, and truthfully reflects the actual deposit and use of your company’s raised funds in 2021.”
7、 Verification procedures and opinions of the recommendation institution
The recommendation institution checked the bank statement of the company’s raised funds, spot checked the original vouchers for the use of large raised funds, and obtained the standing book for the use of the company’s raised funds; The relevant reports of intermediary institutions, relevant announcements and supporting documents on the use of raised funds were consulted.
After verification, the company strictly implemented the special account storage system for raised funds, effectively implemented the tripartite supervision agreement, and the raised funds were not occupied by the controlling shareholders and actual controllers; As of December 31, 2021, the company has not changed the purpose of the raised funds; The specific use of the raised funds is consistent with the disclosed situation, and no raised funds are found
