Everbright Securities Company Limited(601788)
About Shenzhen Cotran New Material Co.Ltd(300731)
Verification opinions on the deposit and use of raised funds in 2021
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) “) as the sponsor of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as ” Shenzhen Cotran New Material Co.Ltd(300731) ” or “the company”), in accordance with the measures for the administration of securities issuance and listing sponsorship business and 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) According to relevant regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the deposit and use of raised funds of Shenzhen Cotran New Material Co.Ltd(300731) as of December 31, 2021 have been verified. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
Approved by the reply on the approval of Shenzhen Cotran New Material Co.Ltd(300731) initial public offering of shares (zjxk [2017] No. 2041 document of China Securities Regulatory Commission, Shenzhen Cotran New Material Co.Ltd(300731) publicly issued 22 million RMB ordinary shares (A shares) to the public at an issue price of 13.24 yuan per share, raising a total of 29.128 million yuan. After deducting the issuance expenses of 42.268 million yuan, the net amount of funds actually raised was 24901200 yuan. Ruihua Certified Public Accountants (special general partnership) has verified the capital availability of Shenzhen Cotran New Material Co.Ltd(300731) initial public offering on December 5, 2017, and issued the capital verification report of “Ruihua Yan Zi [2017] No. 48080009”.
(II) amount used in previous years, amount used in current year and current balance
Shenzhen Cotran New Material Co.Ltd(300731) the amount of funds raised in previous years was 22404472256 yuan.
Shenzhen Cotran New Material Co.Ltd(300731) the amount of funds raised in this year was 3172526599 yuan.
As of December 31, 2021, the balance of the special account for Shenzhen Cotran New Material Co.Ltd(300731) raised funds has been fully used.
2、 Shenzhen Cotran New Material Co.Ltd(300731) raised funds management
(I) management of raised funds
In accordance with the requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for 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, Shenzhen Cotran New Material Co.Ltd(300731) formulated the measures for the administration 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, Shenzhen Cotran New Material Co.Ltd(300731) and the sponsor Everbright Securities Company Limited(601788) signed the tripartite supervision agreement on raised funds with China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch, China Merchants Bank Co.Ltd(600036) Shenzhen Science Park sub branch and Hua Xia Bank Co.Limited(600015) Shenzhen Nanyuan sub branch respectively, and the company opened a special account to deposit the raised funds in the above banks.
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. (hereinafter referred to as “Huizhou Kechuang”) a wholly-owned subsidiary should 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 signed the four party supervision agreement on raised funds with Huizhou Kechuang, Everbright Securities Company Limited(601788) , Shenzhen Binhai Branch of Guangdong Development Bank Co., Ltd., and Huizhou Kechuang opened a special account in the above-mentioned bank to store the raised funds. In order to standardize the management and use of raised funds and protect the interests of investors, 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 and deliberated and approved the proposal on changing the use of some raised funds and terminating some raised investment projects. In order to improve the use efficiency of raised funds, avoid investment losses and maximize the interests of shareholders, the company carefully studied it, It is decided to change the “production expansion sub project” of the “high performance special rubber sealing material construction project” to the “acquisition of part of the equity of Wuxi Kuncheng”; Terminate the follow-up investment of the “production base construction sub project” of the “high-performance special rubber sealing material construction project”, and the remaining raised funds will continue to be deposited in the special account for raised funds of the company for management, and will be arranged after performing the approval procedures according to the actual operation or foreign investment needs of the company.
In order to standardize the management and use of raised funds and protect the interests of investors, 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) Shenzhen Nanyuan sub branch. 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 Wuxi Kuncheng equity project”. On July 11, 2019, the company has completed the payment of “acquisition of partial equity of Wuxi Kuncheng”. In view of the fact that the funds of the special account for raised funds have been used up according to the specified purposes and there is no subsequent use of the special account for raised funds, in order to facilitate the management of the company, 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. In order to facilitate the collection and financial treatment of raised funds when the company needs to operate or invest abroad in the future, the company decided to set up a new special account for raised funds in Shenzhen Binhai Branch of Guangdong Development Bank Co., Ltd, It is used for the storage and use of the funds raised by the terminated original “production base construction subproject of high-performance special rubber sealing material construction project”. In order to standardize the management and use of the raised funds and protect the interests of investors, the company signed the tripartite supervision agreement on the storage of the special account for raised funds with Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. Everbright Securities Company Limited(601788) and completed the fund transfer business, and went through the cancellation procedures of the special account for raised funds of Huizhou Kechuang in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. after the original company and Huizhou Kechuang Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. and Everbright Securities Company Limited(601788) signed the four party supervision agreement on raised funds, which 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 passed 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 Binhai sub branch of Guangdong Development Bank Co., Ltd. to permanently replenish working capital with surplus raised funds. And went through the cancellation procedures of the company’s special account for raising funds in Shenzhen Binhai sub branch of Guangdong Development Bank Co., Ltd. on November 30, 2020.
On July 5, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on terminating some raised investment projects and using the remaining raised funds to permanently supplement working capital, and deposited the “R & D center construction project” in China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen Caifu sub branch to permanently supplement working capital with the balance raised funds. On July 7, 2021, the company went through the cancellation procedures of the special fund-raising account of the company in China Everbright Bank Company Limited Co.Ltd(601818) Shenzhen fortune sub branch.
There is no significant difference between the tripartite supervision agreement on raised funds and the model supervision agreement of Shenzhen Stock Exchange. As of December 31, 2021, the supervision agreement has 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 company’s raised funds during the year is as follows:
(I) actual use of 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) changes in the place and mode of implementation of the project invested with raised funds
There is no change in the implementation location of the company’s investment projects with raised funds this year.
In this year, the changes in the implementation mode of the company’s investment projects with raised funds are as follows:
The company held the 36th meeting of the second board of directors and the 31st meeting of the second board of supervisors on June 18, 2021, and the second extraordinary general meeting of shareholders in 2021 on July 5, 2021, deliberated and approved the proposal on terminating some raised investment projects and using the remaining raised funds to supplement working capital for a long time, and agreed to terminate the “R & D center construction project” and use the surplus raised funds to supplement working capital permanently, Used for production and operation activities related to the company’s main business and future industrial layout. At the same time, relevant personnel of the company are authorized to handle the cancellation of this special account, and the relevant tripartite supervision agreement on raised funds is also terminated. On July 7, 2021, the company transferred all the balance of 2759438958 yuan in the special account of raised funds into the general deposit account of the company, and completed the fund-raising
(III) advance investment and replacement of investment projects with raised funds
There was no advance investment or replacement of raised investment projects in the company this year.
(IV) temporary replenishment of working capital with idle raised funds
In this year, the company did not temporarily supplement working capital with idle raised funds.
(V) use of surplus raised funds
In this year, the company did not use the surplus funds of raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VI) use of over raised funds
There was no use of over raised funds in the company this year.
(VII) purpose and destination of unused raised funds
During the reporting period, the raised funds not used before July 7, 2021 were deposited in the company’s special account for raised funds for storage and management. On July 7, 2021, the company transferred all the balance of 2759438958 yuan in the special account for raised funds into the general deposit account of the company, and completed the cancellation of the special account for raised funds. As of the end of the reporting period, the company had no unused raised funds.
(VIII) other information about the use of raised funds
The company has no other use of the raised funds.
4、 Change the use of funds for investment projects with raised funds
(I) project investment change
Based on the changes in the market environment and the company’s production capacity, in order to improve the use efficiency of raised funds, avoid investment losses and maximize the interests of the company’s shareholders, after careful research, the company changed the “production expansion sub project” of the “high-performance special rubber sealing material construction project” to “acquisition of part of the equity project of Wuxi Kuncheng”; The follow-up investment of the “production base construction sub project” of the “high performance special rubber sealing material construction project” was terminated, which was deliberated and approved at the 27th meeting of the second board of directors on October 22, 2020 and deliberated and approved at the second extraordinary general meeting of shareholders in 2020 on November 20, 2020. The balance of the terminated project was raised to permanently supplement working capital.
In order to give full play to the use efficiency of the raised funds, maximize the efficiency of the raised funds and meet the actual business needs of the company, based on the principle of maximizing the interests of shareholders, it was deliberated and adopted at the 36th meeting of the second board of directors on June 18, 2021 and at the second extraordinary general meeting of shareholders in 2021 on July 5, 2021, Agree to terminate the “R & D center construction project” and permanently supplement the remaining raised funds of the terminated project with working capital.
Refer to the “table of changes in investment projects of raised funds” for changes in investment projects of raised funds this year (attached table 2).
(II) external transfer or replacement of investment projects with raised funds
The company has no external transfer or replacement of the investment projects with raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, Shenzhen Cotran New Material Co.Ltd(300731) has timely, truthfully, accurately and completely disclosed the use and storage of raised funds 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 and the relevant provisions of the raised funds management system, and there are no violations in the management of raised funds.
6、 Certified Public Accountants’ assurance opinions on the special report on the annual storage and use of raised funds notarized Tianye Certified Public Accountants (special general partnership) conducted a special audit on the special report of the Shenzhen Cotran New Material Co.Ltd(300731) board of directors on the storage and actual use of raised funds in 2021 prepared by Shenzhen Cotran New Material Co.Ltd(300731) and issued the assurance report on the annual storage and use of Shenzhen Cotran New Material Co.Ltd(300731) raised funds. According to the report, Shenzhen Cotran New Material Co.Ltd(300731) the special report on the deposit and actual use of the company’s raised funds in 2021 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 deposit and actual use of the raised funds of Shenzhen Cotran New Material Co.Ltd(300731) company in 2021 in all major aspects.
7、 Main verification work of the recommendation institution
During the reporting period, the sponsor representative personally or
