Citic Securities Company Limited(600030)
About Yantai Tayho Advanced Materials Co.Ltd(002254)
Special verification report on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "independent financial consultant") served as the independent financial consultant and lead underwriter of Yantai Tayho Advanced Materials Co.Ltd(002254) (hereinafter referred to as " Yantai Tayho Advanced Materials Co.Ltd(002254) " or "company") to absorb and merge Yantai Yantai Tayho Advanced Materials Co.Ltd(002254) group Co., Ltd. and issue shares to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as "this transaction"), According to the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant regulations, the deposit and use of raised funds in Yantai Tayho Advanced Materials Co.Ltd(002254) 2021 were carefully verified. The verification results and opinions are as follows: I. Basic information of raised funds
(I) actual amount of raised funds and availability of funds
Approved by the reply of China Securities Regulatory Commission on approving Yantai Tayho Advanced Materials Co.Ltd(002254) absorption and merger of 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), the company privately issued 34340659 RMB ordinary shares (A shares), with an issue price of 14.56 yuan per share and a total raised capital of 4999999504 yuan, After deducting the issuance expenses excluding tax of 599474424 yuan, the net amount of raised funds is 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).
(II) amount used and current balance in the current year
As of December 31, 2021, the balance of the company's special account for raised funds was 20146493246 yuan. The use of the special account for raised funds is as follows:
Unit: Yuan
Project amount
1. The balance of the special account for raised funds at the beginning of the year was 24812193333
2. The interest income of raised funds in the current period is 341427680
3. Project construction (including initial investment in replacement) - 5007127767
Balance of special account on December 31, 2021: 20146493246
Details are as follows:
1. In 2021, the company actually received interest income of 341427680 yuan from the special account for raised funds.
2. In 2021, the company actually paid 5007127767 yuan from the special account for raised funds, mainly to repay bank loans and supplement working capital.
As of December 31, 2021, the balance of raised funds was 20146493246 yuan. 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 China Securities Regulatory Commission's regulatory guidelines for 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 in Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, and in combination with the actual situation of the company, The fund raising management system has been revised (hereinafter referred to as ). 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.
According to the regulations of the management system, the company and its affiliated enterprise Yantai minstar Special Paper Co., Ltd. have opened special accounts for the raised funds to store the raised funds. In October 2020, the company signed the tripartite supervision agreement on raised funds with Citic Securities Company Limited(600030) , 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. The above tripartite supervision agreement on raised funds is not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange, and the company has strictly complied with it when using the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: Yuan
Deposit bank account number account category storage balance remarks
Hua Xia Bank Co.Limited(600015) raised funds 20146493246
Yantai Free Trade Zone sub branch 126560 China High-Speed Railway Technology Co.Ltd(000008) 36957 special account
Funds raised by China China Everbright Bank Company Limited Co.Ltd(601818) Co., Ltd
Yantai Economic and Technological Development Co., Ltd. 380801880 Beijing Dabeinong Technology Group Co.Ltd(002385) 610.00 has been closed to the special account of district sub branch
Hua Xia Bank Co.Limited(600015) raised funds 0.00
Yantai Free Trade Zone sub branch 126560 China High-Speed Railway Technology Co.Ltd(000008) 37021 special account
Total 20146493246
3、 Actual use of raised funds this year
Unit: 10000 yuan
The total amount of raised funds is 4940053, and the total amount of raised funds invested in this year is 500713
The total amount of raised funds with changed purposes during the reporting period was 0.00
The accumulated total amount of raised funds for changing purposes is 0.00, the accumulated total amount of raised funds invested is 2961996, and the proportion of the accumulated total amount of raised funds for changing purposes is 0.00
Whether the raised funds of the changed items have been invested in the current year after adjustment. The cumulative investment of the current year as of the end of the period. Whether the investment projects as of the end of the period have reached the target of the current year. Whether the investment projects have reached the target of the pre project feasibility commitment investment projects and over raised funds (including part of the total amount of the promised investment) (1) the investment amount (2) the progress (%) (3) Determine whether the benefits of the available status have changed again) = (2) / (1) large change in status date
Committed investment projects
1. Whether to repay bank loans and supplement working capital 24 Shanghai Topcare Medical Services Co.Ltd(600532) 460053 0. Guangzhou Zhujiang Brewery Co.Ltd(002461) 283 100.05 not applicable - not applicable
2. Annual output of 3000 tons of high-performance aramid paper base no 2480000248 Tianma Microelectronics Co.Ltd(000050) 0713500713 20.19 -- not applicable to no material industrialization project
Subtotal of committed investment projects / 494005349400535007132961996 59.96 / //
The circumstances and reasons for not reaching the planned progress or expected income (by specific project) are not applicable
The description of major changes in the feasibility of the project is not applicable
The amount, purpose and progress of over raised funds are not applicable
The change of the implementation location of the project invested by raised funds is not applicable
The adjustment of the implementation mode of the project invested by raised funds is not applicable
The advance investment and replacement of the investment projects with raised funds are not applicable
The temporary replenishment of working capital with idle raised funds is not applicable
The amount and reasons for the balance of raised funds in the implementation of the project are not applicable
The company held the fourth meeting of the 10th board of directors and the fourth meeting of the 10th board of supervisors on November 27, 2020, deliberated and adopted the proposal on cash management with idle raised funds, and agreed that the company (including holding subsidiaries) should meet the daily capital needs of raised funds projects, On the premise that there is no disguised change in the purpose of the raised funds, combined with the phased capital needs of the company's raised and invested projects, use the temporarily idle raised funds of no more than RMB 300 million for cash management, which is valid within 36 months from the date of deliberation and approval by the board of directors of the company.
Within the authorized limit, the funds can be used on a rolling basis. The balance of the company's cash management of the temporarily idle raised funds on any day shall not exceed 300 million yuan (including), and the single product shall not exceed 250 million yuan (including). Authorize the purpose and destination of the unused raised funds. After the proposal is passed by the board of directors, the chairman of the company has full power to handle relevant matters, including but not limited to selecting qualified product issuers, determining the amount, selecting products, signing relevant contracts or agreements, and authorize the company's finance Department to be responsible for the specific organization and implementation. On February 7, 2021, the company and Yantai Free Trade Zone Branch of Hua Xia Bank Co.Limited(600015) Co., Ltd. signed the agreement on deposit of Hua Xia Bank Co.Limited(600015) RMB unit, which deposited the balance of raised funds in the form of agreed deposit, and the deposit interest rate was implemented according to the agreed deposit interest rate agreed with the deposit bank of raised funds, The deposit term is determined according to the cash payment progress of the investment project invested by the raised funds and can be withdrawn at any time. As of December 31, 2021, all the unused raised funds of 20146493246 yuan of the company had been deposited in the bank in the form of agreed deposits
