Dongxing Securities Corporation Limited(601198)
About Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Verification opinions on the deposit and use of raised funds in 2021
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) ") as the sponsor of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as " Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) " or "the company") to continuously supervise the public issuance of convertible corporate bonds, in accordance with the measures for the administration of securities issuance and listing recommendation business and the Shenzhen Stock Exchange gem stock listing rules The deposit and use of raised funds in Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) 2021 were verified in accordance with the provisions of relevant laws, regulations and regulatory documents such as self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on GEM, regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of the reply on approving Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) public issuance of convertible corporate bonds (zjxk [2018] No. 1731) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the company publicly issued 2.1 million convertible corporate bonds, each with a face value of 100 yuan, the total amount of funds actually raised was 210 million yuan, and the underwriting fee was 3.7 million yuan, The actually received subscription capital of convertible corporate bonds is RMB 20630000000. After deducting the unpaid issuance expenses of 333666038 yuan (excluding tax), the net amount of funds actually raised from the public issuance of convertible corporate bonds is 20296333962 yuan. The availability of the above funds has been verified by Tianzhi International Certified Public Accountants (special general partnership) and a capital verification report (tzyz [2019] No. 17459) has been issued.
(II) amount used in the current year and balance at the end of the year
As of December 31, 2021, the use of funds raised by the company's convertible corporate bonds is as follows:
Project amount (10000 yuan)
Actually transferred in raised funds 2063000
Project amount (10000 yuan)
Less: replacement of 716783 yuan invested in the project with raised funds in advance
471910 yuan invested directly in projects invested with raised funds
Other issuance fees paid 375.10
Plus: net interest income deducting bank charges 253.27
Less: permanent supplementary working capital 862124
Closing balance of special account for raised funds 0.00
Note 1: the raised capital actually transferred into the company is 206.3 million yuan, including other issuance expenses payable of 3.3367 million yuan (excluding tax), and the net raised capital is 2029633 million yuan.
Note 2: other issuance expenses paid are 3751000 yuan including tax, including 41433962 yuan of input tax.
Note 3: the company held the 15th meeting of the third board of directors and the 10th meeting of the third board of supervisors on August 25, 2021, and the second extraordinary general meeting of shareholders in 2021 on September 15, 2021. The meeting deliberated and adopted the proposal on closing the investment projects of funds raised by public issuance of convertible corporate bonds and permanently replenishing the surplus funds raised to working capital, It is agreed that the company will permanently supplement the working capital with the surplus raised funds after the completion of the raised investment project, and cancel the special account for the raised funds.
2、 Deposit and management of raised funds
(I) management system of raised funds
The company has complied with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies 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) The management system of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) raised funds (hereinafter referred to as the "management system") has been formulated in accordance with the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, which implements a special account storage system for the raised funds, and manages the storage, use and projects of the raised funds The change of investment projects and the supervision of use are stipulated. The company has checked the relevant provisions on the management of raised funds in the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM issued by Shenzhen stock exchange with the management system, and believes that the management system also meets the requirements of the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM.
According to the requirements of the management system, the board of directors of the company approved the opening of the account number "662200788010 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 32" in Shanghai Pudong Development Bank Co.Ltd(600000) Changsha branch, the account number "81 Shenzhen Fountain Corporation(000005) 49220004" in Bank Of Changsha Co.Ltd(601577) Gaoxin sub branch and the account number "661500788013 Tianma Microelectronics Co.Ltd(000050) 9" in Shanghai Pudong Development Bank Co.Ltd(600000) Changsha branch, which are only used for the storage and use of the company's raised funds and are not used for other purposes.
(II) tripartite supervision agreement of raised funds
According to the requirements of Shenzhen Stock Exchange and relevant regulations, the company, its wholly-owned subsidiary, Dongxing Securities Corporation Limited(601198) and the deposit bank of raised funds signed the tripartite supervision agreement on raised funds.
There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the tripartite regulatory agreement has been effectively implemented. The cancellation procedures of the special accounts for raised funds have been completed in November 2021, and the tripartite supervision agreement for raised funds signed by the company, Dongxing Securities Corporation Limited(601198) , and the deposit bank of raised funds has been terminated accordingly.
(III) funds raised in special account
As of December 31, 2021, the special accounts for the deposit of raised funds have been cancelled.
3、 Actual use of raised funds this year
For the comparison table of the actual use of the company's raised funds in 2021, see the annex to this report: comparison table of the use of raised funds.
4、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
The actual investment projects of the company's raised funds have not changed.
(II) external transfer or replacement of investment projects with raised funds
After the deliberation and approval of the 22nd Meeting of the second board of directors and the 15th meeting of the second board of supervisors held by the company on April 26, 2019, and the consent of the independent directors of the company, the company uses the raised funds to replace the self raised funds of 716783 million yuan invested in the raised funds in advance. The matter has been specially reviewed by Tianzhi International Certified Public Accountants (special general partnership) and issued the assurance report of "Tian Ye Zi [2019] No. 24290". The replacement of the above raised funds has been completed.
5、 Problems in the use and disclosure of raised funds
In the opinion of the board of directors, the company raised funds in violation of the provisions of the Shenzhen Stock Exchange and the actual use of funds raised by the company were not accurately disclosed in a timely manner in accordance with the provisions of the Shenzhen Stock Exchange. The company has faithfully fulfilled its obligation to disclose the investment direction and progress of the raised funds.
6、 More than two times of financing and the use of raised funds in the current year
The company does not have more than two times of financing and the use of raised funds in the current year.
7、 Assurance opinions of Accountants on the special report on the deposit and use of raised funds in 2021
Tianzhi International Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of raised funds (Tian Zhi Ye Zi [2022] No. 166431) for the storage and use of raised funds in 3007 Zoje Resources Investment Co.Ltd(002021) .
Tianzhi International Certified Public Accountants (special general partnership) believes that: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) the special report on the deposit and use of raised funds in 2021 is prepared 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 announcement format, which fairly reflects the deposit and use of raised funds in Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) 2021 in all major aspects.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the deposit and use of the raised funds in Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) 2021 comply with the regulations of the CSRC and Shenzhen Stock Exchange on the management of raised funds, such as the rules of Shenzhen Stock Exchange on the listing of shares on the gem, the guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) has carried out special account storage and special use of the raised funds, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds. (there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) verification opinions on the deposit and use of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) raised funds in 2021)
Sponsor representative:
Zou Xiaoping, Yang Zhi
Dongxing Securities Corporation Limited(601198)
enclosure
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Comparison table of use of raised funds
Deadline: December 31, 2021
Prepared by: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) amount unit: RMB 10000
The total amount of raised funds is 2100000 yuan, which has been invested in the current year
The total fund raised is 132060 yuan
The total amount of raised funds with changed purposes during the reporting period was nil
The total amount of raised funds with accumulated change of purpose has no accumulated investment in raised funds
Total fund-raising fund 1188693
The cumulative proportion of the total raised funds with changed purposes is nil
Committed investment projects and whether the commitment of raised funds has been changed. After adjustment, the cumulative investment in projects by the end of the current year has reached the expected realization by the end of the period. Whether the project feasibility has been achieved by the end of the current year. Whether the total investment of over raised funds into projects (including the total investment of the Department) (1) investment amount (2) degree (%) (3) = (2) / (1) the benefit of fixed availability (whether the estimated benefit of business income has changed by status) (entered on the date)
