Ping An Securities Co., Ltd
About Western Metal Materials Co.Ltd(002149)
Special verification opinions on the deposit and use of raised funds in 2021
In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board The provisions of relevant laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "sponsor") as the sponsor of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as " Western Metal Materials Co.Ltd(002149) ", "company" or "listed company") non-public offering of A-share shares (hereinafter referred to as "non-public offering") in 2020, reviewed the deposit and use of Western Metal Materials Co.Ltd(002149) raised funds. The specific verification is as follows: I. 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
Approved by the reply on approving Western Metal Materials Co.Ltd(002149) non-public Development Bank shares (zjxk [2016] No. 1059 document) of China Securities Regulatory Commission, the company issued 38077137 A shares in a non-public manner on July 26, 2016 at an issue 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. 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.
2. Amount and availability of funds raised for the second time
Approved by China Securities Regulatory Commission
Approved by the official reply to the bank's shares (zjxk [2020] No. 3339 document), the company privately issued 62800000 A shares 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 yuan only, and the underwriting and recommendation fee of Ping'an Securities Co., Ltd. was RMB 16.6 million yuan, On November 13, 2020, the company prepaid the underwriting and recommendation fees of RMB 800000. After deducting the balance of underwriting and recommendation fees of RMB 15.8 million, the company actually received the raised funds transferred from Ping An Securities Co., Ltd. of RMB 769.2 million, deducting the prepaid underwriting and recommendation fees, audit and capital verification and other expenses of RMB 140900 (excluding tax) and other issuance expenses of RMB 1056500 (excluding tax), After considering the relevant value-added tax of RMB 939600, the net amount of funds raised 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 shall deposit the raised funds in a special account. (II) use and balance of raised funds in 2021
The balance of the fund-raising account at the beginning of 2021 was 787266 million yuan, and a total of 502228 million yuan was used for the raised projects, including 885300 yuan for the "localization project of key core materials of autonomous nuclear power plant" and 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 " Western Metal Materials Co.Ltd(002149) joint technology center construction project" and 217682200 yuan for permanent supplementary working capital; 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); Pay the expenses related to the second fund-raising of 1517800 yuan; 2.7882 million yuan of interest expenditure; The handling fee is 4400 yuan; The 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 fund-raising management system, the Fifth Board meeting of the company held on August 11, 2016
The 29th meeting of the board of directors and the 21st Meeting of the 5th board of supervisors deliberated and adopted the
Proposal on the tripartite supervision agreement of funds. As of December 31, 2021, the company has set up fund-raising in the following banks:
Special account for fund collection:
Account name bank account type account No
Xi'an noble rare metals Hua Xia Bank Co.Limited(600015) west special 1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 97332
Materials Co., Ltd. an economic and Technological Development Zone sub branch
2. Management of funds raised for the second time
On December 11, 2020, the company received the notice on approval issued by China Securities Regulatory Commission
Western Metal Materials Co.Ltd(002149) reply to non-public offering of shares (zjxk [2020] No. 3339),
In order to standardize the management and use of the raised funds and safeguard the legitimate rights and interests of investors, the company was established on January 8, 2021
At the 9th meeting of the 7th board of directors, 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(002149) Ping An Bank Co.Ltd(000001) Xi'an special for economy and technology 15636683970022
Development Zone sub branch
Hua Xia Bank Co.Limited(600015)
Xi'an Economic Development Zone
Western Metal Materials Co.Ltd(002149) China Construction Bank Corporation(601939) Xi'an Fengcheng fifth road special branch 61050175380 Ping An Bank Co.Ltd(000001) 103
China Citic Bank Corporation Limited(601998)
Western Metal Materials Co.Ltd(002149) Xi'an Economic and Technological Development Zone Branch special line 8111701012400606472
Western Titanium Industry Co., Ltd. Bank Of Chengdu Co.Ltd(601838) Xi'an special for economy and technology 12213 China High-Speed Railway Technology Co.Ltd(000008) 44166
Development Zone sub branch
3. Cancellation of raised capital account
As the fund-raising 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: China Minsheng Banking Corp.Ltd(600016) Xi'an Wenjing Road sub branch account (Account No.: 697995985) China Citic Bank Corporation Limited(601998) Xi'an Economic and Technological Development Zone sub branch account (Account No.: 81117010138 Guangdong Orient Zirconic Ind Sci And Tech Co.Ltd(002167) 78) and Bank Of Communications Co.Ltd(601328) Xi'an Economic and Technological Development Zone sub branch account (Account No.: 611899991 Shenzhen Sed Industry Co.Ltd(000032) 13976) are no longer used.
In order to facilitate the management of the raised funds account,
The company has gone through the cancellation procedures for the above special account for raised funds. The tripartite supervision agreement on raised funds signed by the company and its subsidiaries with China Citic Bank Corporation Limited(601998) Xi'an Economic and Technological Development Zone sub branch, China Minsheng Banking Corp.Ltd(600016) Xi'an Wenjing road sub branch, Bank Of Communications Co.Ltd(601328) Xi'an Economic and Technological Development Zone sub branch and the sponsor shall be terminated accordingly.
4. Changes in the regulatory authority of raised funds
Due to the needs of non-public offering, the company hired Ping An Securities as the sponsor and lead underwriter of the company's non-public offering of A-Shares in 2020. Therefore, the company's continuous supervision sponsor was changed from Kyushu securities to Ping An Securities, and the unfinished continuous supervision of the funds raised by non-public offering in 2015 will be completed by Ping An Securities.
In view of the change of the sponsor, the company, Xi'an noble rare metal materials Co., Ltd., Ping An Securities and Hua Xia Bank Co.Limited(600015) Xi'an Branch re signed the tripartite supervision agreement on Western Metal Materials Co.Ltd(002149) raised funds in accordance with relevant laws and regulations, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company's management system for raised funds. The account information is as follows:
Account name bank account type account No
Western Metal Materials Co., Ltd. has Hua Xia Bank Co.Limited(600015) Xi'an Economic Special 1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 956
Limited company Jiji Technology Development Zone sub branch 41
Xi'an noble rare and precious metals Hua Xia Bank Co.Limited(600015) Xi'an Economic Special 1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 973
Materials Co., Ltd. Jiji Technology Development Zone sub branch 32
5. Special account for raised funds
(1) The company has opened a special account for raising funds in Hua Xia Bank Co.Limited(600015) Xi'an Economic and Technological Development Zone sub branch, with an account number of 1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 95641. As of December 31, 2021, the balance of the special account is 1448419807 yuan. This special account is only used for the storage and use of funds raised from the localization project of key core materials of Western Metal Materials Co.Ltd(002149) autonomous nuclear power plant.
(2) Sinochem, a holding subsidiary, has opened a special account for raising funds in Hua Xia Bank Co.Limited(600015) Xi'an Economic and Technological Development Zone sub branch with an account number of 1145400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 97332. As of December 31, 2021, the balance of the special account is 93743115 yuan. This special account is only used for the storage and use of funds raised from the localization project of key core materials of Western Metal Materials Co.Ltd(002149) autonomous nuclear power plant.
(3) The company has opened a special account for raising funds in Ping An Bank Co.Ltd(000001) Xi'an Economic and Technological Development Zone sub branch, with an account number of 15636683970022. As of December 31, 2021, the balance of the special account is 11055651 yuan. (4) The company has opened a special account for raising funds in Hua Xia Bank Co.Limited(600015) Xi'an Economic and Technological Development Zone sub branch, with an account number of 1145400 China High-Speed Railway Technology Co.Ltd(000008) 14807. As of December 31, 2021, the balance of the special account is 623043908 yuan.
(5) The company has opened a special account for raising funds in China Construction Bank Corporation(601939) Xi'an Fengcheng 5th Road sub branch, with an account number of 61050175380 Ping An Bank Co.Ltd(000001) 103. As of December 31, 2021, the balance of the special account is 1647767 yuan.
(6) The company has opened a special account for raising funds in China Citic Bank Corporation Limited(601998) Xi'an Economic and Technological Development Zone sub branch, with an account number of 8111701012400606472. As of December 31, 2021, the balance of the special account is 1645535969 yuan.
(7) The holding subsidiary Western titanium company has opened a special account for raising funds in Bank Of Chengdu Co.Ltd(601838) Xi'an Economic and Technological Development Zone sub branch, with an account number of 12213 China High-Speed Railway Technology Co.Ltd(000008) 44166. As of December 2021
