Citic Securities Company Limited(600030) verification opinions on the deposit and use of raised funds in China National Gold Group Gold Jewellery Co.Ltd(600916) 2021
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as a sponsor of China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as " China National Gold Group Gold Jewellery Co.Ltd(600916) " or "company") for initial public offering and listing of shares, in accordance with the measures for the administration of securities Issuance and listing sponsor business, the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the stock listing rules of Shanghai Stock Exchange The measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013) and other relevant laws and regulations have carefully and prudently verified the deposit and use of raised funds of the company in 2021. The specific verification is as follows
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on approving China National Gold Group Gold Jewellery Co.Ltd(600916) initial public offering (zjxk [2020] No. 3063) of China Securities Regulatory Commission, the company publicly issued 126 million RMB ordinary shares (A shares) to the inquiry object by means of offline placement on January 27, 2021 (18 million shares were issued after the callback mechanism was started), On January 27, 2021, 54 million RMB ordinary shares (A shares) were publicly issued by means of online pricing (the final number of shares issued after the callback mechanism was started was 162 million), a total of 180 million RMB ordinary shares (A shares) were publicly issued, with a par value of 1 yuan per share and an issue price of 4.99 yuan per share. It was verified by the capital verification report No. [2021] 01500001 issued by Ruihua certified public accountants, The total amount of the raised funds is 898.2 million yuan. After deducting the issuance expenses of 672395 million yuan, the cash amount of the raised funds is 830960500 yuan, which was remitted to the special account for raised funds opened by the company in the business department of Industrial Bank Co.Ltd(601166) Beijing Branch (Account No.: 3266 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 00442779) and the special account for raised funds of China Citic Bank Corporation Limited(601998) Beijing COFCO Plaza sub branch (Account No.: 71126101826 Guangdong Shunna Electric Co.Ltd(000533) 50) on February 2, 2021.
(II) amount used in the current year and balance at the end of the year
As of December 31, 2021, the company has used a total of 529646900 yuan of raised funds, and the balance of raised funds account is 411414500 yuan (including interest).
2、 Management of raised funds
(I) management system 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 and the measures for the administration of securities issuance of listed companies The measures for the administration of China National Gold Group Gold Jewellery Co.Ltd(600916) raised funds (hereinafter referred to as the "administrative measures") have been formulated and revised in accordance with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies and the measures for the Administration of raised funds of listed companies (revised in 2013), which implements a special account storage system for the raised funds, and the deposit, use Project implementation management, change of investment project and supervision of use, etc.
According to the requirements of the management measures, the board of directors of the company approved the opening of a special bank account, which is only used for the storage and use of the company's raised funds and not for other purposes. The details are as follows:
1. The company opened a special account for raising funds in the business department of Industrial Bank Co.Ltd(601166) Beijing Branch, with an account number of 3266 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 00442779.
2. The company opened a special account for raising funds in China Citic Bank Corporation Limited(601998) Beijing COFCO Plaza sub branch, with an account number of 71126101826 Guangdong Shunna Electric Co.Ltd(000533) 50.
When using the raised funds, the company strictly performs the corresponding application and approval procedures, timely notifies the sponsor and accepts the supervision of the sponsor. There is no violation of relevant regulations and agreements.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shanghai Stock Exchange and relevant regulations, on January 29, 2021, the company signed the tripartite supervision agreement on the storage of special account for raised funds with Industrial Bank Co.Ltd(601166) Beijing branch business department and Citic Securities Company Limited(600030) Beijing Branch, and China Citic Bank Corporation Limited(601998) Beijing Branch, and Citic Securities Company Limited(600030) Beijing Branch. All parties to the agreement performed relevant obligations in strict accordance with the tripartite supervision agreement on the storage of special account for raised funds.
(III) storage of raised funds in special account
Unit: Yuan
Bank account balance of deposit bank
Industrial Bank Co.Ltd(601166) Beijing Branch Business Department 3266 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 0044277936741046802
Bank account balance of deposit bank
China Citic Bank Corporation Limited(601998) Beijing COFCO Plaza sub branch 71126101826 Guangdong Shunna Electric Co.Ltd(000533) 504400402976
Total 41141449778
3、 Actual use of raised funds this year
(I) use of raised funds for investment projects
The company used the raised funds in strict accordance with the measures for the management of raised funds. As of December 31, 2021, the fund use of the company's raised investment projects is detailed in the "Annex 1: China National Gold Group Gold Jewellery Co.Ltd(600916) raised fund use comparison table" of this verification opinion.
(II) initial investment and replacement of raised investment projects
At the 16th meeting of the first board of directors and the 9th meeting of the first board of supervisors held on April 19, 2021, the company deliberated and adopted the proposal on replacing self raised funds invested in advance with raised funds, and agreed to use the raised funds of RMB 246561600 to replace the self raised funds invested in the raised projects.
Among them, 2143279 million yuan was raised for the regional flagship store construction project, 2220009 million yuan for the information platform upgrading construction project, and 100328 million yuan for the R & D and Design Center project. The independent directors of the company have expressed their independent opinions on the above matters. Tianjian Certified Public Accountants issued the assurance report on China National Gold Group Gold Jewellery Co.Ltd(600916) pre investment of raised investment projects with self raised funds (tianjianshen [2021] No. 1-954) on the above matters. The sponsor Citic Securities Company Limited(600030) issued verification opinions on the above matters and agreed that the company would use the raised funds to replace the self raised funds in advance.
(III) supplement of working capital with idle raised funds
None.
(IV) other information about the use of raised funds
During the reporting period, the company had no other use of the raised funds.
4、 Change the use of funds of raised investment projects
None.
5、 Problems in the use and disclosure of raised funds
The board of directors of the company believes that the company has timely, truly, accurately and completely disclosed the information that should be disclosed about the use and management of raised funds, and there is no violation of the management of raised funds.
6、 Accountant's assurance report opinion
Tianjian Certified Public Accountants (special general partnership) issued the assurance report (Document No.: tianjianshen [2022] No. 1-217) in the special report on the annual storage and use of raised funds in 2021, "The special report on the annual deposit and use of raised funds prepared by the board of directors of the company in 2021 complies with the provisions of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation (SSE Fa [2022] No. 2) and relevant format guidelines, and truthfully reflects the actual deposit and use of raised funds of China National Gold Group Gold Jewellery Co.Ltd(600916) company in 2021."
7、 Verification process and opinions of the recommendation institution
Citic Securities Company Limited(600030) sponsor representatives consulted the internal audit report, special instructions on the storage and use of the annual raised funds, the annual use verification report of the accountants and various business and management rules and regulations through interviews with the company's directors, supervisors, senior managers, internal auditors, certified public accountants and other personnel The integrity, rationality and effectiveness of the fund-raising system were verified in terms of the information disclosure of the raised funds
After verification, the sponsor believes that: China National Gold Group Gold Jewellery Co.Ltd(600916) the deposit and use of raised funds in 2021 comply with the provisions of the CSRC and Shanghai Stock Exchange on the management of raised funds, such as 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 management of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), The company has made special account storage and special use of the raised funds, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(no text below)
Annex 1: China National Gold Group Gold Jewellery Co.Ltd(600916) raised fund use comparison table
Unit: 10000 yuan
After deducting the issuance expenses, the net amount of raised funds is 8309605, and the total amount of raised funds invested in this year is 5296469
Total amount of raised funds with changed purposes-
The cumulative total cash invested in the raised funds is 5296469, and the proportion of the total raised funds with changed purposes-
As of the end of the period, whether the accumulative project as of the end of the period is feasible or not has changed, and the raised funds are invested after adjustment. As of the end of the period, whether the investment progress project reaches the expected target, whether the project reaches the target in the current year, and whether the committed investment project is changed (including the total amount of committed investment, the committed investment, the cumulative investment and the committed investment in the current year (%) (4) The estimated benefits realized by the state of availability have significant changes (partial changes) (total amount) (1) input amount (2) difference of amount = (2) / (1) date benefit
(3)＝(1)-(2)
1. Regional flagship store no 5427087542708728076502807650 - 2619437 51.73 not applicable in March 2024 no
During the construction period of the construction project,
2. Information platform no 634367634367354588354588 -279779 55.90 investment in March 2024 is not applicable no
The upgrading construction project has not been completed
3. Whether the R & D design is 248151248151134231134231 - 113920
