Caitong Securities Co.Ltd(601108) about
Haining China Leather Market Co.Ltd(002344)
Special verification report 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 self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (SZS [2022] No. 13) and other relevant provisions, Caitong Securities Co.Ltd(601108) (hereinafter referred to as ” Caitong Securities Co.Ltd(601108) ” or “sponsor”) as the sponsor of Haining China Leather Market Co.Ltd(002344) (hereinafter referred to as ” Haining China Leather Market Co.Ltd(002344) ,” listed company “or” company “) non-public offering of shares in 2015 (hereinafter referred to as” this non-public offering “), conducted special verification on the deposit and use of the raised funds in Haining China Leather Market Co.Ltd(002344) 2021, and the verification results are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of zjxk [2016] No. 2023 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, 162745046 RMB ordinary shares (A shares) were privately issued to specific objects at an issue price of 10.70 yuan per share, raising a total of 1741372000 yuan, and 1725699600 yuan after deducting 156724 million yuan of underwriting and recommendation fees, It was remitted to the company’s regulatory account for raised funds by the lead underwriter Caitong Securities Co.Ltd(601108) on November 22, 2016. In addition, after deducting the issuance expenses directly related to the issuance of equity securities of RMB 4.2785 million, the net capital raised by the company this time is RMB 1724211 million. 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. 462).
(II) use and balance of raised funds
Unit: RMB 10000
Item No. amount
Net amount of raised funds a 17214211
Project investment B115676947
Accumulated amount as of the beginning of the period
Net interest income B2 261421
Permanent supplementary working capital B31550158
Project input C1 586.45
Net interest income incurred in the current period C2 12.43
Permanent supplementary working capital C3 191126
Project investment D1 = B1 + C115735592
Accumulated net interest income by the end of the period D2 = B2 + C2 262664
Permanent supplementary working capital D3 = B3 + C31741284
Balance of fund raised e = a-d1 + d2-d3 0.00
Actual balance of raised funds f 0.00
2、 Deposit and management of raised funds
（1） Management of raised funds
In order to regulate the management and use of the raised funds, improve the efficiency and efficiency of the use of funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual situation of the company, the management system for the use of Haining China Leather Market Co.Ltd(002344) raised funds (hereinafter referred to as the management system) is formulated. According to the management system, the company implements a special account for the raised funds and establishes a special account for the raised funds in the bank. The raised funds of the company’s non-public offering signed the tripartite supervision agreement for the raised funds with the sponsor Caitong Securities Co.Ltd(601108) and Agricultural Bank Of China Limited(601288) Haining sub branch, Industrial Bank Co.Ltd(601166) Jiaxing Haining sub branch, Industrial And Commercial Bank Of China Limited(601398) Haining sub branch, China Zheshang Bank Co.Ltd(601916) Jiaxing Haining sub branch, 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. (II) storage of raised funds in special account
As of December 31, 2021, the company’s fund-raising accounts have been cancelled.
3、 Actual use of raised funds this year
(I) comparison table of use of raised funds
1. The construction projects of the funds raised by the company’s non-public offering are: “acquisition of Wuhan Haining Leather City, phase VI project of China Leather City” and “smart market project”. See “VI. use of raised funds” in this verification report for the comparison table of the use of raised funds.
2. Description of the comparison table of the use of raised funds
As of December 31, 2021, the company has invested 1573559200 yuan in investment projects with raised funds.
(1) Investment direction of funds raised from non-public offering: acquisition of major asset projects of Wuhan Haining Leather City
According to the resolution of the 9th meeting of the 3rd board of directors on May 5, 2015, the company plans to invest 809.85 million yuan to acquire the main asset projects of Wuhan Haining Leather City, including 800 million yuan raised by non-public offering.
According to the asset transfer agreement and subsequent supplementary agreement signed by the company’s subsidiary Wuhan Haichao Haining Leather City Co., Ltd. and Hubei Jinlian Minsheng Holdings Co.Ltd(000416) Co., Ltd., the final purchase price of the main asset project of Wuhan Haining leather city was 793385900 yuan, and the company completed the certificate of the transferred real estate on July 11, 2016. As of December 31, 2021, the project has invested 7843276 million yuan of raised funds.
(2) Investment of funds raised from non-public offering: acquisition of 16.27% equity of Lighthouse tongerbao Haining Leather City Co., Ltd
According to the resolution of the ninth meeting of the third board of directors on May 5, 2015, the company used the non-public offering fund of 246.86 million yuan to acquire 16.27% equity of Lighthouse tongerbao Haining Leather City Co., Ltd. held by Wu Yingjie and Chen pinwang. Lighthouse tongerbao Haining Leather City Co., Ltd. completed the industrial and commercial change registration formalities in July 2015. As of December 31, 2021, the project has invested 246.86 million yuan of raised funds. (3) The funds raised by non-public offering are invested in phase III: Haining China Leather City Phase VI Project
The project is planned to invest 126667 million yuan and has been started in August 2013. According to the resolution of the 9th meeting of the 3rd board of directors on May 5, 2015, the company will use the fund raised by non-public offering of 624512 million yuan for the development and construction of Haining China Leather City Phase VI project. As of December 31, 2021, the project has been fully completed, and the company has invested 4878268 million yuan of raised funds.
(4) Investment direction of funds raised from non-public offering IV: smart market projects
According to the resolution of the ninth meeting of the third board of directors on May 5, 2015 and the resolution of the first extraordinary general meeting of shareholders in 2015, the company used 70 million yuan of funds raised from non-public offering for smart market projects. As of December 31, 2021, the project has invested a total of 545448 million yuan of raised funds.
3. Changes in the implementation location and mode of the project invested with raised funds
The company does not change the implementation place and mode of the investment project with raised funds.
4. Advance investment and replacement of investment projects with raised funds
According to the proposal on using the funds raised by non-public development banks to replace the self raised funds of projects invested in raising funds in advance, which was deliberated and adopted at the 26th meeting of the third board of directors on December 27, 2016, the company used the raised funds of 1233636700 yuan to replace the self raised funds of projects invested in raising funds in advance. The company has completed the above replacement in 2016, and the above investment and replacement have been reviewed by Tianjian Certified Public Accountants (special general partnership), who issued the assurance report on Haining China Leather Market Co.Ltd(002344) pre investment of raised investment projects with self raised funds (tianjianshen [2016] No. 8065).
5. Use of surplus raised funds
According to the resolution of the 19th meeting of the 4th board of directors on January 18, 2019, The company plans to use the surplus funds (including the net amount of accumulated bank deposit interest received minus bank handling charges) of some of the fund-raising investment projects in the non-public offering of shares in 2015 (“acquisition of main assets of Wuhan Haining Leather City”, “phase VI project of Haining China Leather City” and “acquisition of 16.27% equity project of Lighthouse tongerbao Haining Leather City Co., Ltd.”) to permanently supplement the working capital of the company, And cancel the special account related to the deposit of the raised funds. As of December 31, 2021, the company has transferred the funds from the above special account for raised funds to other accounts as planned, and has gone through the cancellation procedures for the above account for raised funds.
According to the resolution of the 6th meeting of the 5th board of directors on April 15, 2021, the company plans to use the surplus funds (including the net amount of accumulated bank deposit interest received deducting bank handling charges) of the investment projects (smart market projects) raised from the non-public offering of shares in 2015 to permanently supplement the working capital of the company, and cancel the special account related to the deposit of the raised funds. As of December 31, 2021, the company has transferred the funds from the above special account for raised funds to other accounts as planned, and has gone through the cancellation procedures for the above account for raised funds.
(II) description of abnormal conditions in the project invested by raised funds
There is no abnormality in the investment project of the company’s raised funds.
(III) description of the situation that the benefits of the investment project with raised funds cannot be calculated separately
The smart market project invested by the funds raised from non-public offering mainly integrates the resource advantages of the physical market of the leather city, combined with the strong communication power of the Internet platform, comprehensively integrates Wuxi Online Offline Communication Information Technology Co.Ltd(300959) resources, improves the service capacity of the professional market, and makes the professional market more intelligent. The benefits of the project cannot be calculated separately.
4、 Change the use of funds for investment projects with raised funds
The company does not change the investment project of raised funds.
5、 Problems in the use and disclosure of raised funds
There are no major problems in the use and disclosure of the company’s raised funds.
6、 Comparison table of use of raised funds
Comparison table of use of raised funds
Prepared by: Haining China Leather Market Co.Ltd(002344) unit: RMB 10000
The total amount of raised funds is 17214211. The total amount of raised funds invested in this year is 586.44
The total amount of raised funds with changed purposes during the reporting period was 0.00
The accumulated total amount of raised funds with changed purposes is 0.00, and the accumulated total amount of raised funds invested is 15735591
0.00% of the total funds raised for accumulative change of purpose
Whether the committed investment project has raised funds after adjustment, whether the project has reached the expected level by the end of the period, whether the project has reached the project feasibility and whether the over raised funds have been invested in the total committed investment of the changed project, the total investment amount, the cumulative investment amount and the investment progress (%) Benefits realized on the available status date whether the estimated benefits have occurred (including partial changes) (1) (2) (3) = (2) / (1)
