China Industrial Securities Co.Ltd(601377) , Donghai Securities Co., Ltd
About Changchai Company Limited(000570)
Special verification opinions on the deposit and use of raised funds in 2021
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as ” China Industrial Securities Co.Ltd(601377) “) and Donghai Securities Co., Ltd. (hereinafter referred to as “Donghai securities”) are the sponsors of Changchai Company Limited(000570) (hereinafter referred to as “Changchai shares” or “the company”) non-public offering of A-Shares in 2020, In accordance with the provisions of relevant laws and regulations and normative documents such as the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the company’s management system for raised funds, Carefully and prudently checked the deposit and use of the raised funds of Changchai in 2021. The details of the verification are as follows:
1、 Basic information of raised funds
On December 17, 2020, the company received the reply on approving Changchai Company Limited(000570) non-public development of shares (zjxk [2020] No. 3374) from China Securities Regulatory Commission (hereinafter referred to as “CSRC”), which approved the company’s non-public offering of no more than 168412297 new shares. The company’s non-public offering of 144318181 RMB common shares (A shares), with an issue price of 4.40 yuan per share and a total raised capital of 63499999640 yuan. After deducting various issuance expenses, the net amount of funds actually raised this time is 62066573397 yuan, of which the newly increased registered capital is 14431818100 yuan and the increased capital reserve is 47634755297 yuan. The above payment will be received on June 15, 2021.
On June 16, 2021, notary Tianye Certified Public Accountants (special general partnership) verified the above raised funds and issued the capital verification report of Changchai Company Limited(000570) non public development bank shares (Sugong w [2021] No. B062). After deducting the expenses of recommendation and underwriting, the actual funds received by the sponsor and underwriter are 6224999640 yuan. On June 16, 2021, the company deposited 6224999640 yuan of the raised funds in the three special accounts opened by the company and Jiangsu Changchai Machinery Co., Ltd. (hereinafter referred to as “Changchai machinery”). For details, see the announcement on signing the tripartite supervision agreement on the special account for raised funds (Announcement No.: 2021032) disclosed by the company on cninfo.com on June 22, 2021.
As of December 31, 2021, the used amount of raised funds was 50488664405 yuan (including 2 Shanghai Pudong Development Bank Co.Ltd(600000) 00 yuan of financial expenditure not yet due at the end of the period), the total amount of interest income and financial income was 298470751 yuan, and the balance of the special account for raised funds was 12059805986 yuan. The details are as follows:
Unit: Yuan
As of June 17, 2021, the balance of the special account for raised funds was 6224999640
Add: interest income of 2021125283162
Plus: 2021 financial income 173187589
Less: account management fee, account opening fee, annual fee of digital certificate and remittance handling fee 304303
Less: registration fee for non-public offering of shares 14431818
Less: capital verification fee 5000000
Less: replacement of 18180332794 of funds invested in projects raised in advance
Replacement pre paid issuance fee 235849056
Less: project expenditure 6052746434
Less: 26 million financial products not yet expired
As of December 31, 2021, the balance of the special account for raised funds was 12059805986
Note: the difference between the net raised funds of 62066573397 yuan and the received amount of 6224999640 yuan is due to
After the raised funds are received, it is necessary to deduct the recommendation and underwriting fees, audit fees, lawyer fees, unpaid capital verification fees, stock registration fees and other issuance expenses (excluding tax) that have been paid before the funds are received, totaling 183426243 yuan.
2、 Deposit and management of raised funds
1. Formulation of management system for raised funds
In order to standardize the use and management of the company’s raised funds and protect the rights and interests of investors to the greatest extent, the company shall, in accordance with the provisions and requirements of the company law, the securities law, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and in combination with the actual situation of the company, The company has formulated the management system of raised funds.
2. Supervision of raised funds
According to the provisions of the company’s management system for raised funds, the company held the second interim meeting of the board of directors in 2021 on May 18, 2021, and deliberated and adopted the proposal on planning to open a special account for raised funds of non-public development banks and authorizing the signing of a supervision agreement for raised funds.
It is agreed that the company will open special accounts for raising funds through non-public offering in the business department of Industrial And Commercial Bank Of China Limited(601398) Changzhou Zhonglou sub branch and Bank Of Communications Co.Ltd(601328) Changzhou branch respectively, and Jiangsu Changchai Machinery Co., Ltd. (hereinafter referred to as “Changchai machinery”), a wholly-owned subsidiary of the company, will open special accounts for raising funds through non-public offering in the business department of China Citic Bank Corporation Limited(601998) Changzhou branch. On June 21, 2021, the company and Changchai machinery signed the tripartite supervision agreement on raised funds with the above-mentioned banks and co sponsor underwriters China Industrial Securities Co.Ltd(601377) , Donghai Securities Co., Ltd., clarifying the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and the company has strictly complied with the raised funds.
3. Storage of raised funds in special account
As of December 31, 2021, the specific deposits of funds raised by private placement are as follows:
Unit: Yuan
Account balance of account opening unit and bank account no. of opening bank as of December 31, 2021
Changchai Company Limited(000570) ICBC Changzhou Zhonglou sub branch 11050205290015201537605996778
Changchai Company Limited(000570) Bank Of Communications Co.Ltd(601328) Changzhou Branch 32400 Jinneng Holding Shanxi Coal Industry Co.Ltd(601001) 20 Shaanxi Provincial Natural Gas Co.Ltd(002267) 713364161796
Jiangsu Changchai Machinery Co., Ltd. China Citic Bank Corporation Limited(601998) Changzhou Branch 81105010119017616311089647412
Total 12059805986
3、 Actual use of raised funds
1. Use of funds for investment projects with raised funds
See Schedule 1 Comparison of the use of raised funds in this report for the use of funds raised by non-public additional issuance
Table.
2. Changes in the place and mode of implementation of the project invested with raised funds
As of December 31, 2021, there has been no change in the implementation location and implementation mode of the investment project with raised funds
Better.
3. Advance investment and replacement of investment projects with raised funds
Whereas, before the raised funds are in place, in order to ensure the smooth implementation of the investment projects with raised funds, the company has invested part of the investment projects with raised funds with its own funds and paid part of the issuance expenses. The company was established in 2021
The third extraordinary meeting of the board of directors in 2021 and the first extraordinary meeting of the board of supervisors in 2021 were held on June 28, 2012
The proposal on using the raised funds to replace the project funds invested in advance and the issuance expenses paid in advance was deliberated and passed, and the company was agreed to use the raised funds totaling 18416181850 yuan to replace the self owned funds invested in the project invested in advance and the issuance expenses paid in advance. The above pre invested funds have been replaced.
4. Temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not used idle raised funds to temporarily supplement working capital
situation.
5. Cash management with idle raised funds
On July 13, 2021, the company held the fourth extraordinary meeting of the board of directors and the board of supervisors in 2021
At the second interim meeting in, the proposal on using idle raised funds to purchase financial products was considered and adopted,
It is agreed that the company and its wholly-owned subsidiaries will ensure the normal progress of the investment projects with raised funds and will not affect the use of raised funds
Under the premise of using idle raised funds of no more than 350 million yuan to purchase financial products for cash management,
And authorize the company’s management to implement relevant matters. The above financial management quota of 350 million yuan can be used on a rolling basis and authorized
The term shall be valid within 12 months from the date of deliberation and approval by the board of directors. Board of supervisors, independent directors and sponsor
Both organizations expressed their agreement. For details, please refer to the company’s announcement on cninfo.com on July 15, 2021
Announcement on purchasing financial products with idle raised funds (Announcement No.: 2021043).
As of December 31, 2021, the company used idle raised funds for cash management as follows:
Actual recovery of the amount actually obtained the signatory’s product name (RMB 10000) value date maturity date annualized rate of return principal amount income (RMB 10000) (RMB 10000)
Industrial And Commercial Bank Of China Limited(601398) structured deposit 7000 1.30% to / in 2021 and 2022/
November 5 February 8 3.58%
Industrial And Commercial Bank Of China Limited(601398) structured deposit 100001.30% to / from March 2021 to 2022/
November 2-28 3.60%
Bank Of Communications Co.Ltd(601328) structured deposit 4000 1.35% to / in 2021 and 2022/
August 2 January 28 3.50%
Donghai securities structured deposit 5000 3.85% in 2021 and 2022 //
