Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
About Swancor Advanced Materials Co.Ltd(688585)
Special verification opinions on the deposit and actual use of raised funds in 2021 Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as the “recommendation institution”) as the recommendation institution of Swancor Advanced Materials Co.Ltd(688585) (hereinafter referred to as the ” Swancor Advanced Materials Co.Ltd(688585) ” and “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for recommendation business of securities issuance and listing and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange The guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions have carefully verified the deposit and use of raised funds in Swancor Advanced Materials Co.Ltd(688585) 2021. The verification opinions are as follows:
1、 Basic information of raised funds
(I) amount of raised funds and time of receipt of funds
According to the reply on Approving the registration of Swancor Advanced Materials Co.Ltd(688585) initial public offering of shares (zjxk [2020] No. 2012) issued by CSRC, the company was approved to publicly issue 4320000000 RMB ordinary shares (a) at an issue price of 2.49 yuan / share, with a total amount of 10756800000 yuan. After deducting relevant listing and issuance expenses, the net amount of funds raised by the company this time was 7204271803 yuan. The availability of the above funds has been verified by KPMG Huazhen Certified Public Accountants (special general partnership) and a capital verification report (KPMG Huazhen Yan Zi No. 2 Central China Land Media Co.Ltd(000719) ) has been issued.
(II) amount used in the current year and balance at the end of the year
As of December 31, 2021, the balance of raised funds of the company was 1980171998 yuan. The details are as follows:
Unit: RMB
Project amount
The actual amount of raised funds received is 8775667917
Less: issuance expenses (other than underwriting expenses) 1571396114
Net proceeds 7204271803
Less: the cumulative amount of raised funds used in the reporting period (including the amount of replacement early investment) 5272277225
Including: Shangwei Shanghai technical transformation phase I project 1668692525
Automation transformation project of Shangwei (Tianjin) wind power materials Co., Ltd. 176083000
Shangwei Xingye rectification project 3427501700
Plus: net amount of interest income of raised funds deducting handling charges 48177420
As of December 31, 2021, the balance of raised funds was 1980171998
2、 Management of raised funds
(I) management system of raised funds
According to the stock listing rules of Shanghai Stock Exchange, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the provisions of relevant documents of the CSRC, and in combination with the actual situation of the company, the company has formulated the management system of raised funds when listing. In accordance with the provisions of the raised funds management system, the company adopts a special account storage system for the raised funds and strictly performs the use approval procedures, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes.
(II) three party (IV) supervision agreement of raised funds
According to the requirements of relevant laws and regulations, for the investment projects of raised funds implemented by the company, the company has signed a three (IV) party supervision agreement on the storage of raised funds in the special account (hereinafter referred to as the “supervision agreement”) with the sponsor Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. and the commercial bank with a special account for the storage of raised funds.
The regulatory agreement specifies the relevant responsibilities and obligations of the company (and its subsidiaries), the sponsor and the deposit bank in detail, which is not significantly different from the three (IV) party regulatory agreement model of Shanghai Stock Exchange. The opening of the special account for raised funds of the company is as follows:
Account holder’s bank name and account number of special account for raised funds
Swancor Advanced Materials Co.Ltd(688585) China Citic Bank Corporation Limited(601998) Shanghai 8110201013401230315 branch
Swancor Advanced Materials Co.Ltd(688585) Fubang Huayi Bank Co., Ltd. Shanghai 50 Wuxi Boton Technology Co.Ltd(300031) Ningbo Shuanglin Auto Parts Co.Ltd(300100) 02 Xuhui sub branch
Swancor Advanced Materials Co.Ltd(688585) Bank Of Ningbo Co.Ltd(002142) Shanghai 70040122000438324 Songjiang sub branch
Swancor Advanced Materials Co.Ltd(688585) Bank Of Ningbo Co.Ltd(002142) Shanghai 70040122000438742 Songjiang sub branch
Shangwei (Tianjin) wind power materials Co., Ltd. Bank Of Ningbo Co.Ltd(002142) Shanghai 7004012200450325 Songjiang sub branch
All the raised funds have been deposited in the special account for raised funds after they are received, and the company is using the raised funds
(III) special account storage of raised funds
As of December 31, 2021, the closing balance of relevant raised capital bank accounts totaled RMB 1980171998.
The deposit balance of each special account for raised funds is as follows:
Unit: RMB
Bank Name: account balance of special account for raised funds
China Citic Bank Corporation Limited(601998) Shanghai Branch 811020101340123031522630.17
Fubon Bank —
Including: Fubang Huayi Bank Co., Ltd. Shanghai Xuhui sub branch 50 Wuxi Boton Technology Co.Ltd(300031) 30010 Zhejiang Wanliyang Co.Ltd(002434) 294222
Taipei Fubang Commercial Bank Co., Ltd. Anhe 82120 Shenzhen Zhenye(Group)Co.Ltd(000006) 7391161271065 branch note
Taipei Fubang Commercial Bank Co., Ltd. Anhe 82120 China Vanke Co.Ltd(000002) 5672658217 branch note
7004012200043832430773.81 Bank Of Ningbo Co.Ltd(002142) Shanghai Songjiang sub branch 7004012200043874211186.047004012200450325375489492
Total 1980171998
Note: Taipei Fubang commercial bank Limited by Share Ltd (hereinafter referred to as “Fubang bank”) is a related agency of Fubon China Bank Limited in Taiwan, Taipei. Due to the differences in banking laws and regulations between the two places, Fubon Bank of Taipei failed to directly sign the raised funds supervision agreement with the company, Shangwei Xingye and Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor. Therefore, the company and Shangwei Xingye, the implementation subject of the raised investment project, issued the situation statement, entrusted Taipei Fubang bank to provide Fubang Huayi Bank Co., Ltd. with the bank statement, which was transferred by Fubang Huayi Bank Co., Ltd. to Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor, The bank will consciously abide by the provisions of the PRC Securities Exchange on the management of the raised funds and the management measures for the deposit of the raised funds (revised by the PRC Securities Exchange) and the measures of the PRC on the management of the raised funds and bills, and consciously abide by the provisions of the PRC Securities Exchange on the management of the raised funds and bills And other laws, regulations and rules. Actively cooperate with the recommendation institution, recommendation representative or other staff to supervise the use of the company’s raised funds. ” Meanwhile, Fubang Huayi Bank Co., Ltd. issued a letter of explanation to confirm the above scheme. On December 31, 2021, Taipei Fubon Bank, account No
82120 Shenzhen Zhenye(Group)Co.Ltd(000006) 739 account balance is NT $5040239000, equivalent to RMB 1161271065; Account No.: 82120 China Vanke Co.Ltd(000002) 567 account balance: USD 416815, equivalent to RMB 2658217.
3、 Actual use of raised funds this year
(I) use of funds for projects invested with raised funds (hereinafter referred to as “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
On October 28, 2020, the fourth meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised funds investment projects in advance and paid the issuance expenses, and agreed to use the raised funds to replace the self raised funds invested in the raised funds investment projects in advance of RMB 1020944697 and the raised funds to replace the self owned funds paid the issuance expenses of RMB 1046188567, The total is 2067133264 yuan. The above investment was reviewed by KPMG Huazhen Certified Public Accountants (special general partnership) who issued the verification report on the report of Swancor Advanced Materials Co.Ltd(688585) using self raised funds to invest in the project of raising funds in advance and pay the issuance expenses (KPMG Huazhen zhuanzi No. 2001004).
On March 9, 2021, the 7th Meeting of the second board of directors of the company deliberated and approved the proposal on replacing the self raised funds invested in the raised investment projects in advance with the raised funds, and confirmed that as of February 28, 2021, the amount of self raised funds invested in the raised fund investment projects in advance was 1776943263 yuan, of which the total amount of replacement completed was 1020944697 yuan, As of February 28, 2021, the replacement of 755998566 yuan of Shangwei industrial rectification project has not been completed. It is agreed to use the raised funds to replace the self owned funds invested in advance. The above investment was reviewed by KPMG Huazhen Certified Public Accountants (special general partnership) who issued the verification report on the report on Swancor Advanced Materials Co.Ltd(688585) pre investment of raised funds in investment projects with self raised funds (KPMG Huazhen zhuanzi No. 2100102). As of December 31, 2021, the company has completed the replacement of the above raised funds.
(III) cash management of idle raised funds
As of December 31, 2021, the company has not used idle raised funds for cash management. (IV) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not used idle raised funds to temporarily supplement working capital.
4、 Change the use of funds of raised investment projects
(I) change of investment projects with raised funds
The investment project of the company’s raised funds in 2021 has not changed.
(II) external transfer or replacement of investment projects with raised funds
There is no external transfer or replacement of the company’s investment projects with raised funds in 2021.
5、 Adjustment of investment project amount of raised funds
As the net amount of funds actually raised in the initial public offering of the company is 7204271803 yuan, which is less than the amount of funds to be invested 21550000000 yuan, in order to ensure the smooth implementation of the investment projects with raised funds and improve the efficiency of the use of raised funds, combined with the actual situation of the company, the company adjusted the amount of funds raised in each investment project, and held the second board of directors on October 28, 2020
