China Securities Co.Ltd(601066)
About Guizhou Zhenhua E-Chem Inc(688707)
Special verification report on the deposit and actual use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) ” securities “and” sponsor “) as the sponsor of Guizhou Zhenhua E-Chem Inc(688707) (hereinafter referred to as” Guizhou Zhenhua E-Chem Inc(688707) “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange and other relevant provisions, the deposit and actual use of raised funds in Guizhou Zhenhua E-Chem Inc(688707) 2021 were carefully verified, The details are as follows:
1、 Basic information of raised funds
(I) amount of raised funds and time of receipt of funds
With the approval of the reply on Approving the registration of Guizhou Zhenhua E-Chem Inc(688707) initial public offering shares (zjxk [2021] No. 2593) issued by the China Securities Regulatory Commission, the company was approved to issue 110733703 ordinary A shares to the public, with a par value of RMB 1 per share. As of September 8, 2021, the company has issued 110733703 ordinary A shares in RMB to the public at an issue price of 11.75 yuan per share. The total amount of funds raised is 130112101025 yuan. After deducting the underwriting fees and other issuance expenses (excluding the deductible input tax of value-added tax for the issuance expenses of this public offering), the company has issued 4957589194 yuan (the amount of recommendation underwriting fees (excluding value-added tax) is 5051928817 yuan, After deducting the amount of 94339623 yuan paid excluding tax in the previous period, the raised fund of 125154511831 yuan after the actual deduction of 4957589194 yuan) has been remitted from China Securities Co.Ltd(601066) to the company’s account No. 23210001040018081 opened in Agricultural Bank Of China Limited(601288) Guiyang Wudang sub branch on September 8, 2021. The above amount is 125154511831 yuan, after deducting the issuance expenses (excluding value-added tax) of 1538385094 yuan and the recommendation fee (excluding value-added tax) paid in the early stage of 94339623 yuan, the net amount of raised funds is 123521787114 yuan. The above-mentioned paid in funds have been verified by zhongtianyun Certified Public Accountants (special general partnership) ZTY [2021] YZ No. 90061 report.
(II) use and balance of raised funds
As of December 31, 2021, the company has accumulated 57351685275 yuan of raised funds for investment projects, purchased 10000000000 yuan of Principal Guaranteed bank financial products with temporarily idle raised funds, obtained 49944444 yuan of financial income from financial products, 877.03 yuan of interest income from financial account, and the balance of financial account is 10050032147 yuan, The accumulated net interest income of the raised capital account (excluding the financial management account) after deducting the handling fee is 339151441 yuan, the issuance fee paid with its own funds without replacement is 108269365 yuan, and the balance of raised funds is 56617522645 yuan.
As of December 31, 2021, the use of the company’s raised funds is as follows:
Monetary unit: RMB
Project amount
Net proceeds 123521787114
Less: accumulated use of raised funds 57351685275
Less: balance of wealth management account 10050032147
Plus: net accumulated interest income after deducting handling charges (including financial management income) 389183588
Plus: issuance expenses paid with self owned funds without replacement 108269365
The balance of raised funds is 56617522645
2、 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 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 other laws and regulations, and in combination with the actual situation of the company, The Guizhou Zhenhua E-Chem Inc(688707) raised funds management system (hereinafter referred to as the “management system”) has been formulated, which clearly stipulates the storage, use, change, supervision and accountability of the raised funds, and strictly requires the application and approval procedures for the use of the raised funds to ensure that the special funds are used for a specific purpose.
According to the requirements of the management system and in combination with the company’s business needs, the company has adopted the special account storage management for the raised funds, and signed the tripartite supervision agreement on the special account storage of raised funds with Agricultural Bank Of China Limited(601288) Guiyang Wudang sub branch and China Securities Co.Ltd(601066) Guiyang Wudang sub branch; The company and its subsidiary, Guizhou Guizhou Zhenhua E-Chem Inc(688707) Materials Co., Ltd., signed the tripartite supervision agreement on the storage of raised funds with Agricultural Bank Of China Limited(601288) Guiyang Wudang sub branch and China Securities Co.Ltd(601066) Guiyang Wudang sub branch; The company and its subsidiary Guizhou Zhenhua Yilong New Material Co., Ltd. signed the tripartite supervision agreement on the storage of special account for raised funds with Industrial And Commercial Bank Of China Limited(601398) Guiyang Wudang sub branch and China Securities Co.Ltd(601066) Guiyang Wudang sub branch.
There is no significant difference between the above-mentioned agreement and the tripartite supervision agreement (model) on the special account storage of raised funds of Shanghai Stock Exchange. As of December 31, 2021, all parties to the agreement have exercised their rights and fulfilled their obligations in accordance with the above provisions on the supervision of raised funds.
As of December 31, 2021, the storage of raised funds is listed as follows:
Unit: Yuan
Bank name account number initial deposit amount ending balance
Agricultural Bank Of China Limited(601288) Guiyang 232100010400180811251545118313803206412 Wudang sub branch
Agricultural Bank Of China Limited(601288) Guiyang 23210001040018073 – 47884676508 Wudang sub branch
Industrial And Commercial Bank Of China Limited(601398) Guiyang 2402 Vontron Technology Co.Ltd(000920) 0230302 – 4929639725 Wudang sub branch
Total 12515451183156617522645
As of December 31, 2021, the balance of the special account for financial management of raised funds opened by the company in the bank is 10050032147 yuan. The details are as follows:
Unit: Yuan
Account amount storage method
China China Everbright Bank Company Limited Co.Ltd(601818) Guiyang Branch 51720188 Zhongrun Resources Investment Corporation(000506) 29310050032147 current account
Total – 10050032147——
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
Zhongtianyun Certified Public Accountants (special general partnership) audited the use of the company’s raised funds in 2021 and issued zhongtianyun [2022] He Zi No. 90049 special assurance report on the deposit and use of raised funds in Guizhou Zhenhua E-Chem Inc(688707) 2021. As of December 31, 2021, the use of raised funds is detailed in “Schedule 1: table of use of raised funds”.
(II) changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, the company has not changed the investment direction, implementation subject and implementation location of the initial raised capital investment project. Among them, the initial raised capital investment project “lithium ion battery cathode material production line construction project (shawen phase II)” has been postponed, as follows:
The company was listed on the science and Innovation Board on September 14, 2021, and the raised funds arrived late in the year. Prior to the receipt of the raised funds, the investment funds of the raised investment project “lithium ion battery cathode material production line construction project (shawen phase II)” implemented by the subsidiary Guiyang Xincai mainly came from the self raised funds of the company. Considering the high financial costs and relatively limited resources of the company before listing, and the Yilong phase II project implemented by the subsidiary Yilong Xincai is under construction at the same time, the construction progress of the raised investment project is relatively slow. In addition, due to the repeated impact of covid-19 epidemic, the construction progress and equipment procurement involved in the raised investment project are affected by many factors such as resumption progress and logistics, and the construction progress lags behind the original plan. In order to ensure the quality of the raised investment project, based on the current actual situation, after comprehensive evaluation, analysis and careful research, the company adjusted the time for the project to reach the expected usable state to no later than December 31, 2022. On November 24, 2021, the company held the 18th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors respectively, deliberated and passed the proposal on the extension of some raised capital investment projects, and agreed to adjust the time when some raised capital investment projects of the company reach the expected usable state, as follows:
Date when the raised investment project reaches the scheduled usable state
Before and after this adjustment
Lithium ion battery cathode material production line construction project (shawen phase II) December 2021 no later than December 31, 2022
The independent directors issued clear consent opinions, and the recommendation institution issued special verification opinions.
For details, see Guizhou Zhenhua E-Chem Inc(688707) announcement on the extension of some investment projects with raised funds disclosed by the company on November 25, 2021.
(III) early investment and replacement of raised investment projects
In order to enable the investment projects with raised funds to be implemented as soon as possible and generate benefits and bring maximum returns to shareholders, the company has started to use self raised funds to invest in the construction of investment projects with raised funds in advance before the funds are available. On October 21, 2021, the 17th meeting of the 5th 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 investment projects in advance, and agreed to use the raised funds to replace the self raised funds invested in the raised investment projects in advance, with a total amount of 1631725 million yuan. The board of supervisors and independent directors of the company have expressed clear consent on this matter. The above matters are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation. The replacement time of the raised funds is less than 6 months from the date of receipt of the raised funds, which meets the requirements of relevant laws and regulations, and the replacement funds have been verified by the verification report of Guizhou Zhenhua E-Chem Inc(688707) self raised funds pre invested in the investment projects of raised funds (ZTY [2021] h Zi No. 90437) issued by zhongtianyun Certified Public Accountants (special general partnership). The details are as follows:
Unit: 10000 yuan
Project name self raised funds and advance investment amount
Lithium ion battery cathode material production line construction project (shawen phase II)
