Sinolink Securities Co.Ltd(600109) about
Chaojie fastening system (Shanghai) Co., Ltd
Verification opinions on the deposit and use of raised funds in 2021
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “sponsor”) as the sponsor of the initial public offering of shares and listing on the gem of Chaojie fastening system (Shanghai) Co., Ltd. (hereinafter referred to as ” Essence Fastening Systems (Shanghai) Co.Ltd(301005) ” or “company”), 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 and other relevant provisions, The annual verification and use of the raised funds are as follows:
1、 Basic information of raised funds
（1） Actual amount of raised funds and time of fund arrival
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on the approval of registration of initial public offering of shares of Chaojie fastening system (Shanghai) Co., Ltd. (zjxk [2021] No. 1500) and the consent of Shenzhen Stock Exchange, Chaojie fastening system (Shanghai) Co., Ltd. is approved to publicly issue 1428172600 RMB common shares (A shares), The par value of each share is 1.00 yuan, the issue price of each share is 36.45 yuan, and the total amount of funds raised is 520568900 yuan. After deducting the underwriting recommendation fee (excluding tax) of 36.15 million yuan and other relevant issuance expenses (excluding tax) of 299657 million yuan, the actual net amount of funds raised is 454453200 yuan. The lead underwriter Sinolink Securities Co.Ltd(600109) has transferred the balance of the above subscription amount after deducting the underwriting fee to the special account for raised funds opened by the company. Tianjian accounting firm (special general partnership) verified the availability of the raised funds and issued the capital verification report (tjy [2021] No. 243).
(II) use and balance of raised funds
In 2021, the use of the raised funds of the company is as follows:
As of December 31, 2021, the company has invested 2680992 million yuan of the raised funds directly into the projects invested, including 1291242 million yuan of supplementary working capital; The amount of unused raised funds is 189769100 yuan (including the accumulated interest stored in the special account minus the net handling fee of 3.4151 million yuan), including 317691 million yuan of raised funds deposited in the special account, 158 million yuan of cash management balance of raised funds and 189769100 yuan of actual balance raised funds.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to further strengthen the management and application of raised funds and improve the efficiency of the 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 Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant laws and regulations, as well as the provisions of relevant normative documents of the CSRC, and in combination with the actual situation of the company, The company has formulated the management system of raised funds (hereinafter referred to as the “management system”) and made clear provisions on the storage and supervision of raised funds.
A special account shall be set up in the bank to manage the raised funds in accordance with the system. The company has signed the tripartite supervision agreement on raised funds (hereinafter referred to as “tripartite supervision agreement”) with Bank Of China Limited(601988) Shanghai Jiading sub branch, China Merchants Bank Co.Ltd(600036) Shanghai Jiading sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Jiading sub branch and the sponsor Sinolink Securities Co.Ltd(600109) to manage the deposit and use of raised funds. There is no significant difference between the company’s supervision agreement on raised funds and the model supervision agreement on raised funds of Shenzhen Stock Exchange. According to the tripartite supervision agreement, the company and relevant subsidiaries have opened special accounts for raising funds in Bank Of China Limited(601988) Shanghai Nanxiang sub branch, China Merchants Bank Co.Ltd(600036) Shanghai Jiading sub branch and Bank Of Communications Co.Ltd(601328) Shanghai Jiading sub branch under the jurisdiction of Bank Of China Limited(601988) Shanghai Jiading sub branch. According to the needs of fund management, Wuxi Chaojie automobile Connection Technology Co., Ltd. (hereinafter referred to as “Wuxi Chaojie”), a wholly-owned subsidiary of the company, opened a special settlement account for cash management of raised funds in Bank Of China Limited(601988) Wuxi Zhangjing sub branch, which is dedicated to the settlement of idle raised funds for cash management.
As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with relevant regulations.
(II) storage of raised funds in special account
As of December 31, 2021, the balance of raised funds was 1897691 million yuan, including 317691 million yuan of bank demand deposits and 158 million yuan of bank structural deposits.
1. As of December 31, 2021, the balance of the special account for raised funds is as follows:
Unit: Yuan
Remarks on the balance of the special account for raising funds in the special account of the deposit bank
Bank Of China Limited(601988) Shang 4377815261931391622623 current
Haishi Nanxiang sub branch
China Merchants Bank Co.Ltd(600036) Shang 12190811991050411545577 current account
Haijiading sub branch
Bank Of Communications Co.Ltd(601328) Shang 31006907901 Hunan Huamin Holdings Co.Ltd(300345) 61773708869 current account
Haijiading sub branch 183
Total 3176877069-
2. As of December 31, 2021, Wuxi Chaojie, a wholly-owned subsidiary of the company, was in Bank Of China Limited(601988) Wuxi Zhangjing
The balance of the special settlement account for cash management of raised funds opened by the sub branch is as follows:
Unit: Yuan
Deposit bank account balance remarks
Bank Of China Limited(601988) Wuxi 552176928606328.67 current
Zhangjing sub branch
Total 328.67
As of December 31, 2021, the balance of structured deposits is as follows:
Unit: Yuan
Expected annualization
Bank name product name product type financial management term deposit amount yield
Bank Of China Limited(601988) shares Bank Of China Limited(601988) linked guaranteed minimum collection 2021 / 12 / 16-202
Limited company Shanghai structured deposit – Yixing 2 / 2 / 15 1.50% – 3.4895% 5000000000 City Nanxiang sub branch binary deposit
Bank Of China Limited(601988) shares Bank Of China Limited(601988) linked breakeven minimum collection 2021 / 12 / 31-202
Shanghai structured deposit Co., Ltd. – benefit type 2 / 2 / 7 1.30% – 2.90% 800000000 City Nanxiang sub branch binary type
Bank Of Communications Co.Ltd(601328) Yuntong
Bank Of Communications Co.Ltd(601328) shares wealth regular guaranteed principal settlement floating income 2021 / 12 / 2-2022
Shanghai structured deposit Co., Ltd. 36 Tianyi type / 1 / 7 1.35% – 2.75% 2000000000 Jiading sub branch (gold linked)
Fall)
Bank Of China Limited(601988) Wuxi Bank Of China Limited(601988) linked breakeven floating collection 2021 / 12 / 1-2022 1.50% – 3.75% 4000000000 Zhangjing sub branch structured deposit profit type / 3 / 7
Binary type
Bank Of China Limited(601988) Wuxi Bank Of China Limited(601988) linked breakeven floating collection 2021 / 12 / 1-2022
Zhangjing sub branch structured deposit – profit type / 4 / 1 1.50% – 3.49% 4000000000 binary type
Total 15800000000
3、 Actual use of raised funds in 2021
(I) use of raised funds
The use of the company’s annual raised funds in 2021 is detailed in Schedule 1 “use of raised funds” of this report
Comparison table.
(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 implementation location and implementation mode of raised investment projects
situation.
(III) early investment and replacement of raised investment projects
The company held the 9th meeting of the 5th board of directors and the 5th board of supervisors on June 16, 2021
The sixth meeting deliberated and adopted the regulations on the use of raised funds to replace the funds invested in raised projects in advance and the funds already paid
The board of directors approved the company to use the raised funds to replace the raised funds invested in advance
The total amount of self raised funds from the project funds and paid issuance expenses is 804183 million yuan.
Tianjian certified public accountants Co., Ltd. (special general partnership) issued on June 9, 2021
Jie fastening system (Shanghai) Co., Ltd. invests the raised investment project and pays for the issuance in advance with self raised funds
Verification report of expenses (TJs [2021] No. 8222). Sponsor Sinolink Securities Co.Ltd(600109) Co., Ltd
The company, the board of supervisors and independent directors of the company all expressed clear consent and unanimously agreed that the company would replace it with raised funds
Advance investment in self raised funds of raised investment projects.
(IV) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company does not use idle raised funds to temporarily supplement working capital
situation.
(V) use of surplus raised funds
As of December 31, 2021, the company has no surplus of raised funds.
(VI) use of over raised funds
As of December 31, 2021, the company has no use of over raised funds.
(VII) cash management of idle raised funds
The company held the 9th meeting of the 5th board of directors and the 6th meeting of the 5th board of supervisors on June 16, 2021
The second extraordinary general meeting of shareholders in 2021 was held on July 2, 2021, and the
Proposal on cash management with some idle raised funds and self owned funds. Agree that the company will not affect
Raise funds to invest in project construction without affecting the normal production and operation of the company and ensuring the safety of funds
Idle raised funds of no more than RMB 340 million (including this amount) and no more than RMB 15000
The self owned capital of 10000 yuan (including this amount) shall be used for cash management to purchase investment products that meet the requirements of high safety, good liquidity and no more than 12 months. The service life shall be 12 years from the date of deliberation and approval by the general meeting of shareholders
Valid for months. Within the above limit and time limit, the funds can be recycled and used on a rolling basis.
In 2021, the company used some idle raised funds for cash management as follows:
