Yantai Tayho Advanced Materials Co.Ltd(002254)
Verification report on the use of the previously raised funds
Zhongxinghua Certified Public Accountants (special general partnership)
Zhongxinghua certified public accounts LLP address: 20 / F, tower sohob, Lize, No. 20, Lize Road, Fengtai District, Beijing zip code: 100073 Tel: (010) 51423818 Fax: (010) 51423816
catalogue
1、 Assurance report II. Special report on the use of the previously raised funds
Zhongxinghua Certified Public Accountants (special general partnership) Z ho N G x i n g Hu a c e r t i f i e d p u b l i c a c o n t a n t s l p address: 20 / F, Tower B, Lize SOHO, 20 Lize Road, Fengtai District, No. 20 Lize Road, Fengtai District, Beijing, Beijing PR China Tel (t e l): 0 1 0 - 5 1 4 2 3 8 1 8 fax (f a x): 0 1 0 - 5 1 4 2 3 8 1 6 about Yantai Tayho Advanced Materials Co.Ltd(002254)
Verification report on the use of the previously raised funds
Zthhhz (2022) No. 010695 Yantai Tayho Advanced Materials Co.Ltd(002254) all shareholders:
We have reviewed the attached special report on the use of previously raised funds prepared by Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as Yantai Tayho Advanced Materials Co.Ltd(002254) ) as of December 31, 2021.
1、 Responsibilities of the board of directors
Yantai Tayho Advanced Materials Co.Ltd(002254) the responsibility of the board of directors is to prepare the special report on the use of previously raised funds in accordance with the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and ensure that its content is true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give assurance opinions on Yantai Tayho Advanced Materials Co.Ltd(002254) "special report on the use of funds raised last time" based on the implementation of assurance work. 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 standard requires us to plan and implement assurance work to obtain reasonable assurance on whether there is no material misstatement in the special report on the use of Yantai Tayho Advanced Materials Co.Ltd(002254) previously raised funds.
In the assurance process, we have implemented procedures including understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
3、 Assurance conclusion
We believe that the special report on the use of the previously raised funds prepared by the board of directors of Yantai Tayho Advanced Materials Co.Ltd(002254) complies with the provisions of the CSRC on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), and fairly reflects the use of the previously raised funds by Yantai Tayho Advanced Materials Co.Ltd(002254) as of December 31, 2021 in all major aspects.
4、 Restrictions on the users and purposes of the report
It should be noted that this assurance report is only for the purpose of Yantai Tayho Advanced Materials Co.Ltd(002254) applying for issuing securities and shall not be used for any other purpose. We agree to report the contents of this application together with other securities.
Zhongxinghua Certified Public Accountants (special general partnership) Chinese certified public accountant: Wang Guangpeng
Beijing, China Certified Public Accountant: Yuan Nan
April 7, 2022
Yantai Tayho Advanced Materials Co.Ltd(002254)
Special report on the use of previously raised funds
Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as the company or the company) and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
1、 Previous fund raising
(I) issuing shares, absorbing and merging Taihe Group and purchasing minstar assets
According to the reply on approving Yantai Tayho Advanced Materials Co.Ltd(002254) absorbing and merging Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. and issuing shares to Yantai Guosheng Investment Holding Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 1103) received by the company on June 15, 2020 by the China Securities Regulatory Commission, Approve the company to issue 119341391 shares to Yantai Guofeng Investment Holding Group Co., Ltd. (hereinafter referred to as Guofeng holding), issue 114661336 shares to Yantai Yutai Investment Co., Ltd. (hereinafter referred to as Yutai investment), and absorb and merge Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) Group Co., Ltd. (hereinafter referred to as Taihe Group); The company is approved to issue 13247237 shares to Yantai Guosheng Investment Holding Co., Ltd. (hereinafter referred to as Guosheng holding), 4891287 shares to Yutai investment, 1131110 shares to Yantai Jiaoyun Group Co., Ltd. (hereinafter referred to as Jiaoyun group), 906926 shares to Yantai state owned Assets Management Co., Ltd. (hereinafter referred to as state owned assets management company), 285325 shares to Yao Zhenfang, 285325 shares to Liu Cuihua Issue 285325 shares to Wu Zhengguang, 142662 shares to Miao Fengxiang, 142662 shares to Zhou Fuzhao, 142662 shares to Gu Qimei, 142662 shares to Wu zonglai, 142662 shares to Hong suming, 142662 shares to song Yueshan, 74728 shares to Wang Dianxin, 69632 shares to Ju Chengfeng and 52649 shares to Wang Zhixin to purchase relevant assets; Approve the company's non-public offering of shares to raise matching funds of no more than 500 million yuan.
In the previous transaction, the price of 100% equity of Taihe Group was 21692053 million yuan. Based on the issuance price of 9.27 yuan / share, the number of issued shares was 234 Yixintang Pharmaceutical Group Co.Ltd(002727) . After the previous transaction, 216868000 shares of the company held by Taihe Group were cancelled; In the previous transaction, the transaction price of 65.02% equity of Yantai minstar Special Paper Co., Ltd. (hereinafter referred to as minstar) was 2047328 million yuan. Calculated according to the issuance price of 9.27 yuan / share, the total number of shares issued was 22085516. After the previous transaction, the company was the controlling shareholder of minstar and directly held 96.86% equity of minstar. The above transaction consideration was paid by the company by issuing shares. On September 8, 2020, tianyuanquan Certified Public Accountants (special general partnership) verified the capital of the above transactions and issued the capital verification report (tianyuanquan Yan Zi [2020] No. China Baoan Group Co.Ltd(000009) ). (II) raising supporting funds
In the previous transaction, the company issued 34340659 non-public RMB ordinary shares (A shares) at an issue price of 14.56 yuan per share, raising a total of 4999999504 yuan. After deducting 599474424 yuan of issuance expenses excluding tax, the net amount of raised funds was 49400525080 yuan. All the above funds were in place on October 23, 2020, which has been verified by tianyuanquan Certified Public Accountants (special general partnership) and issued the capital verification report (tianyuanquan Yan Zi [2020] No. 000013).
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, 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 guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions, In combination with the actual situation of the company, the management system of Yantai Tayho Advanced Materials Co.Ltd(002254) raised funds (hereinafter referred to as the management system) is formulated. The management system was approved by the second meeting of the 10th board of directors and the third extraordinary general meeting of shareholders in 2020.
In accordance with the provisions of the management system, the company and its affiliated enterprise minstar have opened special accounts for the raised funds to store the raised funds. The company and its affiliated enterprises minstar and Citic Securities Company Limited(600030) (hereinafter referred to as Citic Securities Company Limited(600030) ) signed the tripartite supervision agreement on raised funds with China China Everbright Bank Company Limited Co.Ltd(601818) Yantai Economic and Technological Development Zone sub branch and Hua Xia Bank Co.Limited(600015) Yantai Free Trade Zone sub branch respectively in October 2020. There is no significant difference between the tripartite supervision agreement on raised funds and the model tripartite supervision agreement of Shenzhen Stock Exchange, The company has strictly complied with the use of raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Deposit subject deposit bank account No. account category storage balance remarks
Yantai Taihe new Hua Xia Bank Co.Limited(600015) shares have raised funds
Material Co., Ltd. Yantai free trade 126560 China High-Speed Railway Technology Co.Ltd(000008) 36957 special account 20146493246-
Limited company district sub branch
Yantai Taihe new China China Everbright Bank Company Limited Co.Ltd(601818) shares
0.00 of funds raised by Yantai 380801880 Beijing Dabeinong Technology Group Co.Ltd(002385) 61 Materials Co., Ltd. has been sold to the special account of economic and Technological Development Zone of the company
Sub branch
Yantai minstar Hua Xia Bank Co.Limited(600015) shares have raised funds
Special paper stock Co., Ltd. Yantai free trade 126560 China High-Speed Railway Technology Co.Ltd(000008) 37021 special account 0.00-
Copy Co., Ltd. District sub branch
Total 20146493246
3、 Use of the previously raised funds
In the previous transaction, the price of absorbing and merging 100% equity of Taihe Group was 21692053 million yuan, and the price of purchasing 65.02% equity of minstar was 2047328 million yuan. The company paid the transaction consideration by issuing shares. As of December 31, 2021, the specific use of the matching funds raised by the company in the previous time is as follows:
Project amount
The amount of raised funds actually received is 49400525080
Plus: interest income from raised funds 365928854
Less: actual project amount paid from the special account for raised funds (supplementary working capital) -24612832921
Less: project construction (including investment in early stage of replacement) - 5007127767
The balance of the special account for raised funds on December 31, 2021 was 20146493246
(I) comparison table of the use of the previously raised funds
See attached table 1 of this report for the comparison table of the use of the previously raised funds.
(II) early investment and replacement of previous raised investment projects
Not applicable.
(III) temporary replenishment of working capital with idle raised funds
None.
(IV) use of surplus raised funds
As of December 31, 2021, the balance of supporting funds raised by the company and its affiliated enterprise minstar in the previous time was 201464932
