Central China Securities Co.Ltd(601375) about
Henan Yicheng New Energy Co.Ltd(300080) 2021
Special verification opinions on the storage and use of raised funds
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), and the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM 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) and other relevant provisions, Central China Securities Co.Ltd(601375) (hereinafter referred to as " Central China Securities Co.Ltd(601375) " or "independent financial consultant") served as the independent financial consultant for Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as "company", "listed company" or " Henan Yicheng New Energy Co.Ltd(300080) ") to issue shares and convertible corporate bonds to purchase assets and raise supporting funds and related party transactions, checked the deposit and use of raised funds in Henan Yicheng New Energy Co.Ltd(300080) 2021, and issued the following verification opinions:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of the reply on approving Henan Yicheng New Energy Co.Ltd(300080) to issue shares and convertible corporate bonds to Henan Pingmei Shenma Shoushan Chemical Technology Co., Ltd. to purchase assets and raise matching funds for registration (zjxk [2020] No. 3185) issued by China Securities Regulatory Commission, the company issues shares to specific objects to raise matching funds. According to the issuance results, the final number of shares issued by the company is 80740735, and the issuance price is 4.05 yuan / share. The total amount of funds raised in this issuance is 32699997675 yuan. After deducting the issuance underwriting fee and other relevant issuance expenses payable by the issuer, the net amount of funds raised is 32312758010 yuan.
As of July 2, 2021, all the funds raised by the above issuance of the company have been in place and have been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report "Dahua Yan Zi [2021] No. 000463".
(II) use and balance of raised funds
As of December 31, 2021, the company has invested 159735300 yuan in the fund-raising projects and temporarily supplemented the working capital of 130 million yuan, of which the company has invested 344338 million yuan in advance with its own funds before the raised funds are in place (including the net interest income and handling fee expenditure and the amount of attorney fees paid by its own funds that have not been replaced, totaling 1.0416 million yuan).
2、 Deposit and management of raised funds
(I) management of raised funds
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 stock listing rules of Shenzhen Stock Exchange (revised in December 2020), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws and regulations, and in combination with the actual situation of the company, The measures for the management of Henan Yicheng New Energy Co.Ltd(300080) raised funds have been formulated, which clearly stipulates the storage, approval, use, management and supervision of raised funds, so as to ensure the standardized use of raised funds in terms of system.
In July 2021, Henan Yicheng New Energy Co.Ltd(300080) , Shanghai Pudong Development Bank Co.Ltd(600000) Kaifeng branch and Central China Securities Co.Ltd(601375) signed the tripartite supervision agreement on the storage of special account for raised funds.
In November 2021, Henan Yicheng New Energy Co.Ltd(300080) , Henan Zhongyuan Dongguan Golden Sun Abrasives Co.Ltd(300606) Technology Co., Ltd., Shanghai Pudong Development Bank Co.Ltd(600000) Kaifeng branch and Central China Securities Co.Ltd(601375) signed the four party supervision agreement on special account storage of raised funds. There was no significant difference between the agreement and the three party supervision agreement model. All parties to the agreement performed relevant responsibilities in accordance with the provisions of the agreement. (II) storage of special account for raised funds
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB 10000
Bank name account name account number initial deposit closing balance
Shanghai Pudong Development Bank stock Henan Henan Yicheng New Energy Co.Ltd(300080) yuan 186100788012 Shenzhen Kaifa Technology Co.Ltd(000021) 3532329.81 0.00
Kaifeng branch Co., Ltd
Shanghai Pudong Development Bank stock Henan Zhongyuan Dongguan Golden Sun Abrasives Co.Ltd(300606) 186100788014 Fiyta Precision Technology Co.Ltd(000026) 650.00344338 shares Co., Ltd. Kaifeng branch Technology Co., Ltd
Total 348138
3、 Use of raised funds in 2021
As of December 31, 2021, a total of 2897353 million yuan has been used to raise funds by issuing shares to specific objects in 2021, including 1597353 million yuan invested in fund-raising projects and 130 million yuan of temporary supplementary working capital. Other unused raised funds are deposited in the above special account for fund-raising.
On August 25, 2021, the company held the 20th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, which deliberated and approved the proposal on using some idle raised funds to temporarily supplement working capital. The board of directors agreed that the company should use idle raised funds not exceeding RMB 130 million to temporarily supplement working capital, and the service life should not exceed 12 months from the deliberation and approval of the board of directors, The idle raised funds will be returned to the special account for raised funds immediately after the temporary replenishment of working capital expires or when the investment projects of raised funds need it.
On August 25, 2021, the company held the 20th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors, deliberated and approved the proposal on using raised funds to replace self raised funds of pre invested projects, and agreed to use raised funds to replace the self raised funds of pre invested projects of 510138 million yuan.
The company held the 22nd Meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors on October 26, 2021, deliberated and approved the proposal on changing the investment projects and related party transactions of raised funds, and held the 6th extraordinary general meeting of shareholders in 2021 on November 12, 2021, deliberated and approved the proposal on changing the investment projects and related party transactions of raised funds to change the investment projects of raised funds, As of December 31, 2021, the cumulative investment raised in the construction project of 53.05mwp distributed photovoltaic power station was 567215 million yuan.
As of December 31, 2021, the funds raised by issuing shares to specific objects in 2021 are detailed in Schedule 1 table of use of funds raised by issuing shares to specific objects in 2021.
4、 Change the use of funds for investment projects with raised funds
The company held the 22nd Meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors on October 26, 2021, deliberated and adopted the proposal on changing the investment projects and related party transactions of raised funds. In order to improve the use efficiency of raised funds, the company combined with the changes of market environment, the company's development and development strategy, It is proposed to change the purpose of the remaining raised funds of the "R & D and industrialization project of ultra-high efficiency monocrystalline silicon cells with an annual output of 500MW". The amount of raised funds invested in the project is 5101381131 yuan, and the remaining raised funds of 22045524725 yuan of the project will be transferred to the "53.05mwp distributed photovoltaic power station construction project". The amount of raised funds for changing purposes accounts for 68.23% of the actual net raised funds of 32312758010 yuan in this non-public offering. The raised capital of 22045524725 yuan will be invested in Henan Zhongyuan Dongguan Golden Sun Abrasives Co.Ltd(300606) Technology Co., Ltd., a wholly-owned subsidiary of the company, in the form of paid in capital.
On November 12, 2021, the company held the sixth extraordinary general meeting of shareholders, and deliberated and adopted the proposal on changing the investment projects of raised funds and related party transactions.
As of December 31, 2021, the company issued shares to specific objects to raise funds, and the change of investment projects of raised funds is detailed in Schedule 2 table of change of investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
The information about the use of raised funds disclosed by the company is timely, true, accurate and complete, and there are no violations in the use and management of raised funds.
6、 Main verification work of the independent financial adviser
The independent financial consultant checked the deposit and use of the raised funds in 3 Beijing Jingxi Culture&Tourism Co.Ltd(000802) 021 by reviewing relevant materials, on-site inspection, interview and communication. The main verification contents include: reviewing the special report of the board of directors on the annual storage and use of raised funds, the verification report on the annual storage and use of raised funds issued by the audit institution, checking the bank statement and the company's bank deposit journal issued by the depository bank, and spot checking the accounting vouchers for the use of raised funds; On site inspection of the construction, implementation progress and actual production and operation of the fund-raising project; Communicate with relevant executives of the company and accountants and other relevant personnel appointed by the company to inquire about the use of raised funds and project construction.
7、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that: the use and management of the raised funds in 3 Beijing Jingxi Culture&Tourism Co.Ltd(000802) 021 are standardized, the relevant information disclosure obligations have been performed in time, and the specific use of the raised funds is consistent with the disclosed situation of the company; The independent financial advisor has no objection to the deposit and use of raised funds in 2021 disclosed by Henan Yicheng New Energy Co.Ltd(300080) board of directors. Attached table 1: use of funds raised by issuing shares to specific objects in 2021
Attached table 2: change of investment projects with raised funds
(no text below)
Use of funds raised by issuing shares to specific objects in 2021
Prepared by: Henan Yicheng New Energy Co.Ltd(300080)
Monetary unit: RMB 10000
The total amount of raised funds is 3270000, and the total amount of raised funds invested in this year is 1597353
During the reporting period, the total amount of raised funds with changed purposes was 22045521597353
The accumulated total amount of raised funds with changed purposes is 2204552, and the accumulated total amount of raised funds has been invested
67.42% of the total funds raised for changing purposes
Whether it has changed. As of the end of the period, the accumulated investment projects at the end of the period have reached the pre project feasibility. Whether the investment of the raised funds after adjustment is realized in this year
Committed investment projects and over raised funds invested in change projects (including the progress (%) of the planned investment amount) (3) whether there are benefits of the total amount of committed investment (1) and the estimated benefits
Partial change) (2) = (2) / (1) large change in status date
Committed investment projects
The annual output of 500MW ultra-high efficiency monocrystalline silicon battery is
