Securities code: Guizhou Chanhen Chemical Corporation(002895) securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022047 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Report on the use of previously raised funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Initial public offering of shares to raise funds
(I) basic information of funds raised by initial public offering
1. Amount and time of funds raised by initial public offering
Approved by the reply on the approval of Guizhou Chanhen Chemical Corporation(002895) initial public offering of shares (zjxk [2017] No. 1444) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company publicly issued 4001 ordinary shares (A shares) to the public in August 2017, with an issue price of 7.03 yuan / share and a total raised capital of 28127030000 yuan, According to relevant regulations, after deducting 4128090000 yuan of issuance expenses, the net amount of actually raised funds is 23998940000 yuan. The raised funds were in place on August 22, 2017. The above funds were verified by ShineWing Certified Public Accountants (special general partnership) and issued capital verification report no. xyzh / 2017cda40298.
2. Storage of funds raised from initial public offering in special account
(1) Construction of raised funds management system
In order to further standardize the management and use of the company’s raised funds, improve the efficiency and effect of the use of raised funds, prevent the risk of the use of funds, ensure the safety of the use of funds, and effectively protect the interests of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the measures for the administration of initial public offering and listing Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen Stock Exchange, guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange (revised in 2015), and other normative documents, as well as the provisions of Guizhou Chanhen Chemical Corporation(002895) articles of Association (hereinafter referred to as the articles of association), in combination with the actual situation of the company, On October 10, 2017, the company held the fourth extraordinary general meeting of shareholders in 2017, deliberated and approved the proposal on Amending the raised funds management system (hereinafter referred to as “raised funds management system (2017)”). According to the management system for raised funds (2017 Edition), the company implements a special account for the raised funds, which is stored in the bank
The bank established a special account for raised funds and signed the tripartite supervision agreement on raised funds with the sponsor Sealand Securities Co.Ltd(000750) and Agricultural Bank Of China Limited(601288) Fuquan sub branch on September 14, 2017 and June 25, 2018 respectively, On September 18, 2019, the company and its subsidiary Guizhou Fulin Mining Co., Ltd. (hereinafter referred to as “Fulin mining”) signed the tripartite supervision agreement on raised funds with the sponsor Sealand Securities Co.Ltd(000750) and Agricultural Bank Of China Limited(601288) Fuquan sub branch, which clearly stipulated the rights and obligations of all parties. The contents of the above agreement are not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange, and have been effectively implemented. The bank opening a special account regularly sends statements to the recommendation institution. The company authorizes the recommendation institution to inquire and copy the special account information at any time. The recommendation institution can exercise its supervision power by means of on-site investigation, written inquiry and so on.
On October 24, 2019, after deliberation at the 17th meeting of the second board of directors, the 9th meeting of the second board of supervisors and the fourth extraordinary general meeting of shareholders in 2019 held on November 11, 2019, the relevant proposals on the company’s non-public offering of shares in 2019 were adopted. .
According to the measures for the administration of securities issuance and listing recommendation business issued by the China Securities Regulatory Commission and other relevant provisions, if an issuer hires another recommendation agency for re applying for securities issuance, it shall terminate the recommendation agreement with the original recommendation agency, and the additional recommendation agency shall complete the continuous supervision work that the original recommendation agency has not completed. A separately hired recommendation institution shall carry out recommendation work and bear corresponding responsibilities from the date of signing the recommendation agreement. On January 19, 2020, the company and its subsidiary Fulin mining signed the tripartite supervision agreement on raised funds with Guosen Securities Co.Ltd(002736) , Agricultural Bank Of China Limited(601288) Fuquan sub branch (Announcement No. 2020003).
(2) Storage of funds raised from initial public offering in special account
As of December 31, 2021, the specific deposit of funds raised by initial public offering is as follows:
Monetary unit: RMB
Initial deposit amount deadline
Name of account opening bank account number raised capital investment project changes raised capital investment project change balance remarks: net amount of raised capital before net amount of raised capital after net amount of raised capital and fruits
Guizhou Chanhen Chemical Corporation(002895) Agricultural Bank Of China Limited(601288) Fuquan sub branch 2354 Saic Motor Corporation Limited(600104) 001346723998940000 0.00 note 2
Guizhou Chanhen Chemical Corporation(002895) Agricultural Bank Of China Limited(601288) Fuquan sub branch 2354 Saic Motor Corporation Limited(600104) 0014 China Leadshine Technology Co.Ltd(002979) 0000000 0.00 note 3
Guizhou Fulin Mining Co., Ltd. Agricultural Bank Of China Limited(601288) Fuquan sub branch 2354 Saic Motor Corporation Limited(600104) 001554615317358709 0.00 note 4
Total 2399894 Shenzhen Tellus Holding Co.Ltd(000025) 107358709 0.00 note 1
Note 1: after the change of the investment project of raised funds, the total amount of net raised funds and fruits is 25107358709 yuan, 1108418709 yuan more than the actual net raised funds of 23998940000 yuan, which is due to the change of the investment project of raised funds, and the initial deposit amount of the “acquisition of Xiaoba phosphate mining right and related assets and liabilities” project is transferred from the original raised funds account, The transferred amount includes the fruits of the special account for raised funds (Account No.: 2354 Saic Motor Corporation Limited(600104) 0013467) of 837742893 yuan as of September 19, 2019, and the fruits of the special account for raised funds (Account No.: 2354 Saic Motor Corporation Limited(600104) 0014002) of 270675816 yuan as of September 19, 2019.
Note 2: the company’s fund-raising investment project “200000 tons of feed grade calcium dihydrogen phosphate project” is deposited in the special fund-raising account of Agricultural Bank Of China Limited(601288) Fuquan sub branch (Account No.: 2354 Saic Motor Corporation Limited(600104) 0013467), and the initial deposit amount is 23998940000 yuan. On May 16, 2018, the 25th meeting of the first board of directors of the company deliberated and approved the proposal on changing the purpose of some raised funds, resulting in the change of the purpose of raised funds (see the disclosure of I (II) 2 of this report for details), On June 7, 2018 and July 25, 2018, the company transferred part of the raised funds to the special fund account (Account No.: 2354 Saic Motor Corporation Limited(600104) 0014002) of “50000 ton fertilizer grade ammonium polyphosphate project” of RMB 4000000000 and RMB 10520000000, totaling RMB 14520000000. On August 22, 2019, the 14th meeting of the second board of directors of the company deliberated and adopted the proposal on changing the purpose of raised funds, which resulted in the change of the purpose of raised funds (see the disclosure of I (II) 2 of this report for details), On September 19, 2019, the company transferred part of the raised funds to the special fund account (Account No.: 2354 Saic Motor Corporation Limited(600104) 0015546) of the raised funds investment project “acquisition of Xiaoba phosphate mining right and related assets and liabilities” of 10316682893 yuan (including raised funds of 9478940000 yuan and fruits of 837742893 yuan). On September 20, 2019, the special account for raised funds (Account No.: 2354 Saic Motor Corporation Limited(600104) 0013467) was closed.
Note 3: the total investment of the company’s raised funds investment project “50000 tons of fertilizer grade ammonium polyphosphate project” was originally planned to be 14520000000 yuan. Since the proposal on changing the purpose of raised funds was deliberated and approved at the 14th meeting of the second board of directors on August 22, 2019, the purpose of raised funds was changed (see the disclosure of I (II) 2 of this report for details), and the company was released in 2019
On September 19, 2014, part of the raised funds were transferred to the special account for the raised funds of the project “acquisition of Xiaoba phosphate mining right and related assets and liabilities” (Account No.: 2354 Saic Motor Corporation Limited(600104) 0015546) of 5000675816 yuan (including the raised funds of 4730000000 yuan and the account fruits of 270675816 yuan as of September 19, 2019).
The initial transfer amount of the special fund account (Account No.: 2354 Saic Motor Corporation Limited(600104) 0014002) of the “50000 ton fertilizer grade ammonium polyphosphate project” is 14520000000 yuan. As of September 19, 2019, the account has generated 270675816 yuan of fruits, after deducting 5000675816 yuan transferred to the special fund-raising account (Account No.: 2354 Saic Motor Corporation Limited(600104) 0015546) of the “acquisition of Xiaoba phosphate mining right and related assets and liabilities” project, The initial amount of the special account of “50000 tons of fertilizer grade ammonium polyphosphate project” is 9790000000 yuan.
On June 2, 2020, the special account for raised funds (Account No.: 2354 Saic Motor Corporation Limited(600104) 0014002) was closed.
Note 4: the total investment of the company’s fund-raising investment project “acquisition of Xiaoba phosphate mining right and related assets and liabilities” is 15317358709 yuan (including 14208940000 yuan of raised funds, 837742893 yuan of fruits in the special account for raised funds (Account No.: 2354 Saic Motor Corporation Limited(600104) 0013467) and 270675816 yuan of fruits in the special account for raised funds (Account No.: 2354 Saic Motor Corporation Limited(600104) 0014002). On August 22, 2019, the 14th meeting of the second board of directors of the company deliberated and approved the proposal on changing the purpose of raised funds, which changed part of the purpose of raised funds for the acquisition of mining rights and related assets and liabilities of Xiaoba phosphorus mine (hereinafter referred to as “Xiaoba phosphorus mine”) of Guizhou Fuquan Phosphate Mine Co., Ltd, The content of the proposal involving the change of the purpose of the raised funds is “the total amount of the changed raised funds is 15255 Guomai Technologies Inc(002093) yuan (including the deposit interest and financial management income generated in the special account of the raised funds as of July 31, 2019, excluding the financial management income due this month and the interest income that should be obtained, which will be included together after being obtained)”. On September 19, 2019, the actual project payment received in the raised fund account of “acquisition of Xiaoba phosphate mining right and related assets and liabilities” was 15317358709 yuan, and the difference was 62356616 yuan of fruits in the original special account of raised funds from August 1, 2019 to September 19, 2019.
The mining right and related assets and liabilities of Xiaoba phosphate mine are owned by Guizhou Fuquan Phosphate Mine Co., Ltd., which is a subsidiary of Aomei pastoral Co., Ltd. (hereinafter referred to as “Aomei Pastoral”) and the controlling shareholder of the company, Sichuan CHUANHENG Holding Group Co., Ltd. (hereinafter referred to as “CHUANHENG group”).
On July 27, 2020, special account for raised funds (Account No.: 235460)
