Zhongtai Securities Co.Ltd(600918)
About Jiangsu Gian Technology Co.Ltd(300709)
Special verification opinions on the deposit and use of raised funds in 2021
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as " Zhongtai Securities Co.Ltd(600918) " or "the sponsor") as a sponsor of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as "the company" or " Jiangsu Gian Technology Co.Ltd(300709) ") issuing convertible corporate bonds to unspecified objects, in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions have carefully verified the deposit and use of raised funds in Jiangsu Gian Technology Co.Ltd(300709) 2021. The verification results are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
Approved by the reply of the China Securities Regulatory Commission on Approving the registration of Jiangsu Gian Technology Co.Ltd(300709) issuing convertible corporate bonds to unspecified objects (zjxk [2020] No. 2745), and approved by Shenzhen Stock Exchange, the company issued 5.7 million A-share convertible corporate bonds (hereinafter referred to as "convertible bonds") to unspecified objects on December 3, 2020, with a face value of 100 yuan each and a total issuance amount of 57 million yuan. On December 9, 2020, the lead underwriter Zhongtai Securities Co.Ltd(600918) after deducting 544339623 yuan of underwriting and recommendation fees (excluding value-added tax), remitted all 56455660377 yuan into the special account for raised funds of convertible bonds established by the company in Bank Of Nanjing Co.Ltd(601009) Changzhou Branch (account number: 1001290 Ping An Bank Co.Ltd(000001) 761). After deducting the issuance fee of 544339623 yuan from the total amount of raised funds, the actual amount of raised funds received is 56455660377 yuan, of which the net amount of raised funds is 56236638578 yuan and the unpaid issuance fee is 219021799 yuan.
As of December 9, 2020, all the funds raised by the above issuance of the company have been in place, which has been verified and confirmed by zhongxinghua Certified Public Accountants (special general partnership) with the verification report of "Zhongxing Huayan Zi (2020) No. 02020".
(II) use and balance of raised funds
As of December 31, 2021, the use and balance of funds raised by convertible bonds are as follows:
Unit: RMB
Project amount
Total amount of raised funds 57000000000 less: payment of issuance expenses in 2020 (Note 1) 544339623 net amount of actually received raised funds 56455660377 replacement of self raised funds invested in advance (-) (Note 2) use of raised funds in previous years before 20469535591 (-) 678347758 plus: interest income in previous years and investment income from purchasing financial products deduct 5603907 net handling fee (+) use of raised funds in this year
Directly invested in the raised investment project (-) 27345921012, paid the issuance fee (-) 15094339, and used the idle raised funds to purchase Principal Guaranteed bank financial products (-) 7000000000 plus: interest income and investment income from purchasing wealth management products deducting handling charges net 404857643 the balance of raised funds to be settled on December 31, 20211357223227 the difference between the actual balance of raised funds on December 31, 20211357223227 -
Note 1: the issuance fee paid in 2020 is the underwriting and recommendation fee (excluding value-added tax) of RMB 544339623. Note 2: the 28th meeting of the second board of directors and the 25th meeting of the second board of supervisors held on December 28, 2020 considered and approved the proposal on using the raised funds to replace the self raised funds invested in the raised projects in advance and paid issuance expenses, and agreed to use the raised funds of RMB 20469535591 to replace the self raised funds invested in the raised projects in advance and paid issuance expenses. Among them, the replacement of 20345796810 yuan invested in the raised investment project in advance and 123738781 yuan of the issuance fee paid for the replacement have been confirmed by zhongxinghua Certified Public Accountants (special general partnership) in the special audit report on the replacement of raised funds "zhongxinghua He Zi (2020) No. 020036".
2、 Raising, storage and management
In order to regulate the management and use of raised funds 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 Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other laws and regulations, and in combination with the actual situation of the company, The management system of Jiangsu Gian Technology Co.Ltd(300709) raised funds (hereinafter referred to as the "management system") was formulated. The management system was deliberated and adopted at the sixth meeting of the first board of directors on March 6, 2016 and voted at the third extraordinary general meeting of shareholders on March 21, 2016.
The revised management system was deliberated and adopted at the 23rd Meeting of the second board of directors on September 7, 2020 and the fifth extraordinary general meeting of shareholders on September 23, 2020.
According to the requirements of the management system and in combination with the business needs of the company, the company has a stake in Bank Of Nanjing Co.Ltd(601009) shares
Changzhou branch of the Company Limited opened a special account for raised funds, and signed the tripartite supervision agreement on raised funds with Zhongtai Securities Co.Ltd(600918) Co., Ltd. and Bank Of Nanjing Co.Ltd(601009) Changzhou branch on December 11, 2020, which implemented strict examination and approval procedures for the use of raised funds to ensure the special use of funds.
According to the recommendation agreement signed between the company and Zhongtai Securities Co.Ltd(600918) the recommendation institution shall conduct on-site inspection on the company regularly or irregularly (at least once a year, regular on-site inspection and special investigation if necessary).
As of December 31, 2021, the storage of raised funds is listed as follows:
Unit: RMB
Bank name account number initial deposit amount deadline balance storage method Bank Of Nanjing Co.Ltd(601009) Chang 1001290 Ping An Bank Co.Ltd(000001) 761564556603771357223227 current deposit to Zhou branch total 564556603771357223227
3、 Actual use of raised funds in 2021
See the appendix of this verification opinion for the comparison table of the use of raised funds.
4、 Change the use of funds of raised investment projects
The company does not change the raised investment project or transfer or replace the raised investment project.
5、 Problems in the use and disclosure of raised funds
No. 2 of the Shenzhen Stock Exchange - Guidelines on the timely disclosure and supervision of funds raised by listed companies and the use of funds by listed companies are not accurate in accordance with the relevant laws and regulations of the Shenzhen Stock Exchange.
6、 In the assurance opinion of the accountant on the special report on the annual storage and use of raised funds, Xinghua Certified Public Accountants (special general partnership) conducted special assurance on the storage and use of raised funds in 2021 and issued the verification report on the storage and use of raised funds (Zhongxing Hua He Zi (2022) No. 020009), According to the report: Jiangsu Gian Technology Co.Ltd(300709) as of December 31, 2021, the special report on raised funds is in accordance with 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 China Securities Regulatory Commission and the regulations issued by Shenzhen Stock Exchange in all major aspects The guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the guidelines for self-regulation of listed companies on the gem of Shenzhen Stock Exchange No. 2 - announcement format: special report format for the annual deposit and use of raised funds of listed companies, and other relevant provisions.
7、 Main verification procedures of the recommendation institution
The sponsor checked the use of Jiangsu Gian Technology Co.Ltd(300709) raised funds and the implementation of investment projects with raised funds in various forms, such as review of Zhongtai Securities Co.Ltd(600918) relevant materials, communication and interview. The main verification contents include: consulting the bank statements of the company's raised funds, the vouchers for the use of raised funds, the relevant reports of intermediaries, the relevant announcements of the use of raised funds and other materials, and communicating with the relevant personnel of the company.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the deposit and use of the raised funds in Jiangsu Gian Technology Co.Ltd(300709) 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the management of the raised funds and the provisions of the company's raised funds management system. The raised funds are stored and used in a special account, and there is no change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
Appendix: comparison table of use of raised funds in 2021
Prepared by: Jiangsu Gian Technology Co.Ltd(300709) unit: RMB
The total amount of raised funds is 56236638578. The total amount of raised funds invested in this year is 27345921012. The total amount of raised funds with changed purposes during the reporting period
The total amount of raised funds with accumulative change of purpose has been invested in the total amount of raised funds 48289876901, and the proportion of the total amount of raised funds with accumulative change of purpose
Whether the project has a deadline, whether the project is feasible at the end of the period, and whether the commitment investment project and change project raise funds are feasible. After the adjustment of the total investment at the end of the year, the cumulative investment progress is expected to make the actual achievement of the reporting period of this year, which is the investment target of the over raised funds (including the total investment amount)（
