Western Metal Materials Co.Ltd(002149)
Special audit report on the annual deposit and actual use of raised funds xikuaishan Zi (2022) No. 2145
catalogue
1、 Audit report (1-2) II. Special report on annual deposit and actual use of raised funds (3-10) III. comparison table of the use of raised funds (11-20) IV. copy of certificate
(I) certified public accountant qualification certificate
(II) business license of accounting firm
(III) practice certificate of accounting firm
SIGEMA CPA (special general partnership)
Xikuaishan Zi (2022) No. 2145
About Western Metal Materials Co.Ltd(002149)
Special audit report on annual deposit and actual use of raised funds Western Metal Materials Co.Ltd(002149) all shareholders:
We have reviewed the attached special report on the deposit and use of the raised funds of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as the "company") in 2021 (hereinafter referred to as the "annual fund-raising report").
1、 Responsibilities of management
The management of your company is responsible for providing true, legal and complete physical evidence, original written materials, duplicate materials, oral testimony and other evidence deemed necessary by the certified public accountant. It is the responsibility of the management to prepare the annual fund-raising report in accordance with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15), the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the guidelines for the self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 - announcement format, and ensure that its content is true and accurate Accurate and complete, without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to put forward audit opinions on the annual fund-raising report on the basis of audit. We conducted the audit 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 standards require us to abide by the code of professional ethics for Chinese certified public accountants, plan and implement the audit work, so as to determine whether there is no material misstatement in the annual fund-raising report
Take reasonable assurance. In the audit process, we have implemented procedures that we consider necessary, including checking accounting records. We believe that our audit provides a reasonable basis for expressing opinions.
3、 Review comments
We believe that the annual fund-raising report of your company is prepared in accordance with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (CSRC announcement [2022] No. 15), 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 guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - announcement format in all major aspects, It truthfully reflects the deposit and actual use of the raised funds of your company in 2021.
4、 Restrictions on the users and purposes of the report
This report is only for the disclosure of your annual report and shall not be used for any other purpose. We agree to take this report as a necessary document for your company's annual report, submit it together with other documents and disclose it to the public. Sigmar Certified Public Accountants (special general partnership) Chinese certified public accountant:
Chinese certified public accountant in Xi'an, China:
April 12, 2022
Western Metal Materials Co.Ltd(002149)
Special report on the deposit and use of raised funds
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 raised funds by listed companies (CSRC announcement [2022] No. 15), 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 guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - announcement format, The deposit and actual use of the raised funds of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as "the company") in 2021 are described as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
1. Amount and availability of funds raised for the first time
With the approval of the reply on approving Western Metal Materials Co.Ltd(002149) non-public offering of shares (zjxk [2016] No. 1059 document) issued by China Securities Regulatory Commission, the company issued 38077137 A shares on July 26, 2016 at a non-public price of 24.70 yuan / share, raised funds of 940505300 yuan, underwriting and recommendation fees totaling 21.6 million yuan, and prepaid underwriting and recommendation fees of 1 million yuan on January 28, 2016, After deducting the balance of underwriting and recommendation fees of 20.6 million yuan, the company actually received the raised funds of 9199053 million yuan. The underwriter Kyushu Securities Co., Ltd. deposited the raised funds of 350 million yuan into the RMB account 1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 95641 opened by the company in Hua Xia Bank Co.Limited(600015) Xi'an Economic and Technological Development Zone sub branch on July 27, 2016; Deposit the raised capital of 280 million yuan into the RMB account 81117010138 Guangdong Orient Zirconic Ind Sci And Tech Co.Ltd(002167) 78 opened by the company in China Citic Bank Corporation Limited(601998) Xi'an Economic and Technological Development Zone sub branch; Deposit the raised funds of 2899053 million yuan into the RMB account 697995985 opened by the company in China Minsheng Banking Corp.Ltd(600016) Xi'an Wenjing road sub branch. After deducting the prepaid underwriting and recommendation fee of RMB 1 million and other issuance expenses of RMB 1.875 million, and considering the relevant value-added tax of RMB 1.2138 million, the net amount of raised funds is RMB 918311600. The net amount of the raised funds was verified by sigma Certified Public Accountants (special general partnership) and issued a capital verification report of "xihuiyan Zi (2016) No. 0079". The company has adopted a special account for the raised funds.
Approved by the reply on approving Western Metal Materials Co.Ltd(002149) non-public Development Bank shares (zjxk [2020] No. 3339 document) of China Securities Regulatory Commission, the company issued 62800000 A shares in a non-public manner on December 31, 2020 at an issue price of 12.50 yuan / share. The total amount of capital contribution actually paid by each shareholder was RMB 785 million, The underwriting and recommendation fees of Ping An Securities Co., Ltd. totaled RMB 16.6 million. The underwriting and recommendation fees were prepaid RMB 800000 on November 13, 2020. After deducting the balance of underwriting and recommendation fees of RMB 15.8 million, the company actually received the raised funds transferred by Ping An Securities Co., Ltd. of RMB 769.2 million, After deducting the prepaid underwriting and recommendation fees, audit and capital verification and other expenses of RMB 140900 (excluding tax), other issuance expenses of RMB 1056500 (excluding tax), and considering the relevant value-added tax of RMB 939600, the net amount of raised funds is RMB 767682200, including capital stock of RMB 62.8 million and capital reserve of RMB 704882200.
The newly increased share capital accounts for 100% of the newly increased registered capital, and the accumulated share capital after the change is 4882143 million yuan, accounting for 100% of the registered capital after the change. The net amount of the raised funds has been verified by Sigmar Certified Public Accountants (special general partnership) and a capital verification report of "xihuiyan Zi (2021) No. 0002" has been issued. The company has adopted a special account for the raised funds. (II) use and balance of raised funds in 2021
The balance of the raised funds account at the beginning of 2021 is 787266 million yuan, and the specific use is as follows:
1. A total of 502228000 yuan of raised funds were used for the raised projects, including 885300 yuan for the "localization project of key core materials of autonomous nuclear power plant", 2700351 million yuan for the "technical transformation project of high-performance and low-cost titanium alloy material production line" (including 296531 million yuan of self raised funds invested in advance by replacing the raised funds), 136254 million yuan for the " Western Metal Materials Co.Ltd(002149) joint technology center construction project" 217682200 yuan for permanent replenishment of working capital;
2. Use some idle raised funds to temporarily supplement the working capital of 21 million yuan (a total of 40 million yuan was used in the whole year, and 190 million yuan has been returned);
3. Pay 1517800 yuan of expenses related to the second fund-raising;
4. Interest expense: 2.7288 million yuan; The handling fee is 4400 yuan;
5. Interest income is 7.5069 million yuan.
As of December 31, 2021, the balance of the unused raised funds account was 782939 million yuan (including 129765 million yuan of net bank deposit interest and handling charges), including 154216 million yuan in the first raised funds current deposit account, 628723 million yuan in the second raised funds current deposit account and 782939 million yuan in 2021.
2、 Deposit and management of raised funds
(I) management of raised funds
1. Management of funds raised for the first time
In order to standardize the management of the company's raised funds and protect the interests of public investors, in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of 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 laws and regulations and the relevant provisions of the company's raised funds management system, At the 29th meeting of the 5th board of directors and the 21st Meeting of the 5th board of supervisors held on August 11, 2016, the company deliberated and adopted the proposal on signing the tripartite supervision agreement for raised funds. As of December 31, 2021, the company has established a special account for raised funds in the following banks:
Account name bank account type account No
Xi'an noble rare metal Hua Xia Bank Co.Limited(600015) Xi'an special for economy and technology
Material Co., Ltd. Technology Development Zone sub branch '1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 97332
2. Management of funds raised for the second time
On December 11, 2020, the company received the reply on approving Western Metal Materials Co.Ltd(002149) non-public Development Bank shares (zjxk [2020] No. 3339) issued by China Securities Regulatory Commission. In order to standardize the management and use of raised funds and safeguard the legitimate rights and interests of investors, the company held the ninth meeting of the seventh board of directors on January 8, 2021, The proposal on establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds was reviewed and approved, and the company was agreed to establish a special account for raised funds in the following banks:
Account name bank account type account No
Western Metal Materials Co., Ltd. Ping An Bank Co.Ltd(000001) Xi'an Economic and Technological Development Zone sub branch special
Company 15636683970022
Western Metal Materials Co., Ltd. Hua Xia Bank Co.Limited(600015) Xi'an special for economy and technology
1145400 China High-Speed Railway Technology Co.Ltd(000008) 14807 Technology Development Zone sub branch company
Western Metal Materials Co., Ltd. China Construction Bank Corporation(601939) Xi'an Fengcheng 5th Road sub branch
Company 61050175380 Ping An Bank Co.Ltd(000001) 103
Western Metal Materials Co., Ltd. China Citic Bank Corporation Limited(601998) Xi'an special for economy and technology
Company technology development zone sub branch 8111701012400606472
Western Titanium Industry Co., Ltd. Bank Of Chengdu Co.Ltd(601838) Xi'an Economic and Technological Development Zone sub branch special 12213 China High-Speed Railway Technology Co.Ltd(000008) 44166
3. Cancellation of raised capital account
As the raised investment project "construction project of high-performance metal composite production line for energy and environmental protection", the project "8.33% equity project of Western New Zirconium obtained through capital increase" and the project "repayment of bank loans" have been implemented, the corresponding special account for raised funds has gone through the account cancellation procedures, and the relevant account tripartite supervision agreement for raised funds signed by the company and its subsidiaries and the sponsor has been terminated accordingly. The cancellation details of the special account for raised funds are as follows:
Account name bank account type
