China Securities Co.Ltd(601066)
About su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd
The special verification opinions on the replacement of major assets, the issuance of shares to purchase assets and the raising of supporting funds and related party transactions in 2021 are in accordance with the relevant provisions of the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013), China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) " or "independent financial consultant") as the independent financial consultant and lead underwriter of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. (formerly referred to as "Changlin Co., Ltd.") (hereinafter referred to as "Su Guangdong Xinhui Meida Nylon Co.Ltd(000782) " and "the company") for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions, through daily understanding The use of supporting funds raised by the Soviet Union Guangdong Xinhui Meida Nylon Co.Ltd(000782) 2021 has been verified by checking bank statements and other methods. The verification results and verification opinions are as follows:
1、 Actual amount of raised funds and availability of funds
With the approval of zjxk [2016] No. 2369 document of China Securities Regulatory Commission and the consent of Shanghai Stock Exchange, the company privately issued 226244300 RMB common shares (A shares) to 10 specific investors participating in the raising of supporting funds at an issue price of 6.63 yuan per share. After deducting the issuance expenses of 34.096 million yuan such as underwriting fees, lawyer fees and capital verification fees, The net amount of funds raised by the company this time is 1465904 million yuan, and the corresponding funds raised have been remitted to the company's raised funds supervision account by the lead underwriter China Securities Co.Ltd(601066) on November 9, 2016. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2016] No. 450).
2、 Use and balance of raised funds in the current year
The company has used 1436659000 yuan of raised funds in previous years, and the net amount of bank deposit interest received in previous years after deducting bank handling charges is 222532 million yuan; The actual use of the raised funds in 2021 was 185087 million yuan, and the net amount of bank deposit interest received in 2021 after deducting bank handling charges was 512000 yuan; The accumulated used raised funds were 1455167700 yuan, and the accumulated net amount of bank deposit interest received after deducting bank handling charges was 227652 million yuan.
As of December 31, 2021, the balance of raised funds was 335015 million yuan (including accumulated received funds)
Interest on bank deposits (net of bank charges, etc.).
3、 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 provisions of relevant laws, regulations and normative documents such as the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, and in combination with the actual situation of the company, The measures for the administration of the raised funds of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. (hereinafter referred to as the measures) have been formulated. In accordance with the management measures, the company has implemented a special account for the raised funds, established a special account for the raised funds in the bank, and together with the financial consultant China Securities Co.Ltd(601066) signed a tripartite supervision agreement on the raised funds with Bank Of Beijing Co.Ltd(601169) Nanjing branch and Bank Of Jiangsu Co.Ltd(600919) business department, which defined the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the company has strictly complied with the raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the company has three special accounts for raised funds, and the deposit of raised funds is as follows:
Below:
Unit: RMB
Remarks on the balance of raised funds in the account number of the deposit bank
Bank Of Beijing Co.Ltd(601169) Nanjing Branch 20 Shenzhen Sed Industry Co.Ltd(000032) 18910135688940.00 current
Bank Of Beijing Co.Ltd(601169) Nanjing Branch 2 China Vanke Co.Ltd(000002) 48337000136046960.00 current account
Bank Of Jiangsu Co.Ltd(600919) business department 31000188 Fiyta Precision Technology Co.Ltd(000026) 58123350151090 current account
Total - 3350151090 current
Among them: the special account for raised funds opened by the company in Bank Of Beijing Co.Ltd(601169) Nanjing Branch (account numbers: 2000003325500013909719, 2000003325800013906614, 2000003325390013905768, 20 Shenzhen Sed Industry Co.Ltd(000032) 5370001385390, 20000033254 Jiangsu Xinning Modern Logistics Co.Ltd(300013) 923030, 20 Shenzhen Sed Industry Co.Ltd(000032) 53400013850242, 20 Grandjoy Holdings Group Co.Ltd(000031) 684100013853083, 20 Grandjoy Holdings Group Co.Ltd(000031) 083277001398064, 20 Shenzhen Sed Industry Co.Ltd(000032) 5450013914830
200000335253600013920605, 20 China Tianying Inc(000035) 894 Baoshan Iron & Steel Co.Ltd(600019) 413315, 20 China Union Holdings Ltd(000036) 6120 Gotion High-Tech Co.Ltd(002074) 6472, 20 China Tianying Inc(000035) 89500019416425, 20 China Tianying Inc(000035) 9993900019585684, 20 China Tianying Inc(000035) 990019581686, 20 Shenzhen Sed Industry Co.Ltd(000032) 571 Zhejiang Supor Co.Ltd(002032) 46, 20 China Tianying Inc(000035) 9944800019853147, 20 China Tianying Inc(000035) 90540019430980, 20 China Union Holdings Ltd(000036) 52 Zoje Resources Investment Co.Ltd(002021) 9704) and the special account for raised funds opened in Bank Of Jiangsu Co.Ltd(600919) business department (Account No.: 310001880 Beijing Kaiwen Education Technology Co.Ltd(002659) 91) have been used according to the specified purpose of raised funds, And handle relevant account cancellation procedures.
4、 Actual use of raised funds this year
(I) comparison table of use of raised funds
See Annex 1 of this report for the comparison table of the use of raised funds.
(II) description of abnormal conditions in the project invested by raised funds
There is no abnormality in the investment project with raised funds.
(III) description of the situation that the benefits of the investment project with raised funds cannot be calculated separately
The company's use in information construction projects is to further improve the effectiveness of information transmission, enhance the company's market response speed and improve the company's operation and management ability. Therefore, the benefits cannot be calculated separately.
The project used by the company to supplement working capital is to optimize the company's financial structure, meet the capital needs brought by the continuous growth of the company's business scale, and reflect the benefits through the improvement of the company's overall profitability. Therefore, the benefits cannot be calculated separately.
5、 Change the use of funds invested by raised funds
1. Change of investment projects with raised funds
See Annex 2 of this report for details of the company's change of investment projects with raised funds.
2. Description of the situation that the benefits of the investment projects with raised funds cannot be calculated separately
According to the proposal on terminating some investment projects with raised funds and using the remaining raised funds for permanent replenishment of working capital and other relevant procedures deliberated and adopted at the 20th meeting of the eighth board of directors and the second extraordinary general meeting of shareholders in 2019, it is agreed that the company will terminate the 20MW photovoltaic power generation project of Shengkang Tangchi in Dashiqiao, Yingkou City and 30MW photovoltaic power generation project of Siyang Honghui zhangjiawei, which were originally listed in the plan, And permanently replenish the working capital with a total of 1220481 million yuan of the remaining raised investment principal and interest. The changed supplementary working capital project is to optimize the company's financial structure, meet the capital needs brought by the continuous growth of the company's business scale, and reflect the benefits through the improvement of the company's overall profitability. Therefore, the benefits cannot be calculated separately.
3. Description of external transfer or replacement of investment projects with raised funds
The company has no external transfer of raised fund projects, and the replacement of raised fund investment projects is detailed in Annex 2 of this report.
6、 Problems in the use and disclosure of raised funds
In 2021, the company has timely, truly, accurately and completely disclosed the deposit and use of the raised funds in 2021 in accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies (CSRC announcement [2012] No. 44) and the provisions on the management of the raised funds of listed companies on Shanghai Stock Exchange (revised in 2013).
7、 Verification opinions of independent financial advisor
Upon verification, China Securities Co.Ltd(601066) believes that the deposit and actual use of the raised funds of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) comply with the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of the raised funds.
enclosure:
1. Comparison table of use of raised funds
2. Change of investment projects with raised funds
(there is no text on this page, which is the signature page of China Securities Co.Ltd(601066) special verification opinions on the replacement of major assets and the issuance of shares, the purchase of assets and the raising of supporting funds by su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. and the deposit and use of supporting funds raised in 2021 related party transactions)
China Securities Co.Ltd(601066) mm / DD / yyyy Annex 1
Comparison table of use of raised funds
Year 2021
Prepared by: su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. unit: RMB 10000
The total amount of raised funds is 14659040, and the total amount of raised funds invested in this year is 185087
The total amount of raised funds for changing purposes is 7098000
The accumulated total amount of raised funds invested is 14551677, and the proportion of total raised funds with changed purposes is 48.42%
Whether the raised funds have been changed by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end of the period by the end (including the difference between part of the total investment amount and investment amount) (4) = (2) / (1) significant change in current benefits on the status date) (2) (3) = (2) - (1)
(1)
20MW guangno, Beidi Township, Xiangyuan County, may 2017 Yes No
Volt power generation project 602000602000602 Shunliban Information Service Co.Ltd(000606) 598 45.98 100.76 808.01
Anyang Majiang 30
