About Shenzhen Cotran New Material Co.Ltd(300731)
Verification report on the deposit and use of raised funds
Content page
1、 Assurance report 1-2 II. Special report on the deposit and actual use of raised funds 3-11 III. copy of the business license of the exchange IV. copy of the practice certificate of the exchange
Gongzheng Tianye Certified Public Accountants (special general partnership), SGP
Wuxi.jiangsu.china, Jiangsu, Wuxi, China
Switchboard: 8986 (TEL): 68510
Fax: 86 (510) 68567788 Fax: 86 (510) 68567788
Email: [email protected]. E-mail： [email protected].
Verification report on the deposit and use of raised funds
Sugong w [2022] e1135 Shenzhen Cotran New Material Co.Ltd(300731) all shareholders:
We are entrusted to verify the attached special report on the deposit and actual use of raised funds (hereinafter referred to as the “special report on raised funds”) of Shenzhen Cotran New Material Co.Ltd(300731) company in 2021.
1、 Restrictions on the users and purposes of the report
This assurance report is only used for the disclosure of the annual report of Shenzhen Cotran New Material Co.Ltd(300731) company and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for the annual report of Shenzhen Cotran New Material Co.Ltd(300731) company, submit it together with other documents and disclose it to the public.
2、 Responsibilities of the board of directors
The responsibility of the board of directors of Shenzhen Cotran New Material Co.Ltd(300731) company is to provide true, legal and complete relevant materials in accordance with the 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) of China Securities Regulatory Commission The Shenzhen Stock Exchange shall prepare the special report on raised funds in accordance with the provisions of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and the relevant format guidelines, and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to put forward the assurance conclusion of the above special report on raised funds prepared by the board of directors of Shenzhen Cotran New Material Co.Ltd(300731) company on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The code requires us to plan and implement
To obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the process of assurance, we conducted prudent investigation and implemented procedures that we considered necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the 2021 special report on raised funds prepared by the board of directors of Shenzhen Cotran New Material Co.Ltd(300731) company complies with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and relevant format guidelines, It truthfully reflects the actual use of all the funds raised by the company.
Notarized Tianye certified public accountants, Chinese Certified Public Accountants:
(special general partnership) (project partner)
Chinese certified public accountant:
Wuxi, China April 8, 2022
Shenzhen Cotran New Material Co.Ltd(300731)
Special report of the board of directors on the deposit and actual use of raised funds in 2021
According to the 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) (CSRC announcement [2022] No. 15) issued by the China Securities Regulatory Commission and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem issued by the Shenzhen Stock Exchange The board of directors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company” or “the company”) has prepared a special report on the deposit and actual use of raised funds as of December 31, 2021.
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
According to the reply on the approval of Shenzhen Cotran New Material Co.Ltd(300731) initial public offering (IPO) of China Securities Regulatory Commission (CSRC) (2017) 2041 document, the company publicly issued 22000000 ordinary shares (A shares) in RMB, with a par value of 1 yuan per share, an issue price of 13.24 yuan per share, and a total amount of raised funds of 29128000000 yuan, After deducting the underwriting and recommendation expenses of RMB 2912800000 and other issuance expenses of RMB 1314000000, the net amount of funds actually raised is RMB 24901200000. All the raised funds were in place on December 5, 2017. The above raised funds have been verified by Ruihua Certified Public Accountants (special general partnership) and issued a capital verification report (rhyz [2017] No. 48080009).
(II) amount used in previous years, amount used in current year and current balance
The amount of funds raised by the company in previous years was 22404472256 yuan, and the amount of funds raised by the company in this year was 3172526599 yuan. As of December 31, 2021, the balance of the company’s special account for raised funds has been fully used.
2、 Deposit and management of raised funds
In accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations, and in combination with the actual situation of the company, the company has formulated the measures for the management of raised funds, established a special account for the storage of raised funds, and strictly performed the examination and approval procedures, Supervise the management and use of the raised funds to ensure that the special funds are used for special purposes.
On December 20, 2017, the company and the sponsor Everbright Securities Company Limited(601788) respectively cooperated with China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch, China Merchants Bank Co.Ltd(600036) Shenzhen Science and Technology Park sub branch
Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch signed the tripartite supervision agreement on raised funds, and the company opened a special account in the above bank to store the raised funds.
On September 21, 2018, the company held the first meeting of the second board of directors, deliberated and approved the proposal on changing some raised investment projects, and the company decided to adjust the implementation location, implementation subject and implementation method of the raised capital investment projects. On October 25, 2018, the company held the third meeting of the second board of directors, deliberated and approved the proposal on changing the special account for raised funds, and decided that Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd., a wholly-owned subsidiary, would set up a new special account for raised funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd, It is used for the storage and use of funds raised by the “production base construction sub project” in the “construction project of high-performance special rubber sealing materials”.
On January 9, 2019, the company and its wholly-owned subsidiary Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd., sponsor Everbright Securities Company Limited(601788) and Shenzhen Binhai Branch of Guangdong Development Bank Co., Ltd. signed the four party supervision agreement on raised funds, and Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd. opened a special account to store the raised funds in the above banks; The company signed the supplementary agreement to the tripartite supervision agreement of raised funds and the supplementary agreement to the tripartite supervision agreement of raised funds (II) with Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch and Everbright Securities Company Limited(601788) Shenzhen Nanyuan sub branch.
On May 30, 2019, the company held the 10th meeting of the second board of directors, deliberated and approved the proposal on changing the use of some raised funds and terminating some raised investment projects. The company changed the “production expansion sub project” of the “high-performance special rubber sealing material construction project” to the “acquisition of part of the equity project of Wuxi Kuncheng New Material Technology Co., Ltd”; Terminate the follow-up investment of the “production base construction sub project” of the “high performance special rubber sealing material construction project”.
The company signed the supplementary agreement (III) to the tripartite supervision agreement on raised funds with Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch and Everbright Securities Company Limited(601788) Everbright Securities Company Limited(601788) . The special account for raised funds is only used for the storage and use of the raised funds of the company’s “acquisition of part of the equity project of Wuxi Kuncheng New Material Technology Co., Ltd.”. On July 11, 2019, the company has completed the payment of “acquisition of part of the equity of Wuxi Kuncheng New Material Technology Co., Ltd.”. The funds of the special account for raised funds have been used up according to the specified purposes, the company has gone through the cancellation procedures of the special account for raised funds, and the tripartite supervision agreement for raised funds and relevant supplementary agreements signed by the company with Everbright Securities Company Limited(601788) and Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch have been terminated accordingly.
On June 28, 2019, the company held the 11th meeting of the second board of directors to consider and approve the proposal on changing the special account for raised funds. The company established a new special account for raised funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. for the storage and use of the funds raised by the terminated original “production base construction sub project of high-performance special rubber sealing material construction project”. After signing the tripartite supervision agreement on the storage of special account for raised funds with Shenzhen Binhai sub branch and Everbright Securities Company Limited(601788) of Guangdong Development Bank Co., Ltd. and completing the fund transfer business, the company went through the cancellation procedures of the special account for raised funds of Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd. in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. and Huizhou Shenzhen Cotran New Material Co.Ltd(300731) new materials Co., Ltd
The four party supervision agreement on raised funds signed by the company, Shenzhen Binhai Branch of Guangdong Development Bank Co., Ltd. Everbright Securities Company Limited(601788) and Everbright Securities Company Limited(601788) shall become invalid at the same time.
On November 20, 2020, the company held the second extraordinary general meeting of shareholders in 2020, deliberated and approved the proposal on the use of surplus raised funds for permanent replenishment of working capital, and deposited the “production base construction sub project” of terminating the “construction project of high-performance special rubber sealing materials” in Shenzhen Branch of Guangdong Development Bank Co., Ltd
The balance of zhenbinhai sub branch will raise funds to permanently supplement working capital. It was handled on November 30, 2020
Cancellation procedures of the company’s special account for raising funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd.
On July 5, 2021, the company held the second extraordinary general meeting of shareholders in 2021 and passed the
In the proposal to terminate some raised investment projects and use the remaining raised funds for permanent replenishment of working capital, the “R & D center construction project” will be terminated and deposited in China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch to raise funds
The fund will permanently supplement the working capital. And handled the company’s China Everbright Bank Company Limited Co.Ltd(601818) shares in China on July 7, 2021
The cancellation procedures of the special account for raising funds of Shenzhen fortune sub branch of Co., Ltd.
There is no significant difference between the tripartite supervision agreement on raised funds and the model supervision agreement of Shenzhen Stock Exchange
However, as of December 31, 2021, the regulatory agreements have been effectively implemented.
As of December 31, 2021, all the special accounts for raising funds of the company have been cancelled. The cancellation of the company’s special account for raised funds in 2021 is as follows:
Bank account number and account status of deposit bank
China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch 78200188000181111 cancelled
Total————
3、 Actual use of raised funds this year
The actual use of the funds raised by the company during the year is as follows:
(I) use of funds for investment projects with raised funds
The actual use of the raised funds in this year is shown in the “comparison table of the use of raised funds” (Schedule 1).
(II) place of implementation of the project invested with raised funds
