Guosen Securities Co.Ltd(002736)
About Guizhou Chanhen Chemical Corporation(002895)
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, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, as a recommendation institution for the non-public development of shares and convertible corporate bonds of Guizhou Chanhen Chemical Corporation(002895) , Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") has carefully verified the deposit and use of raised funds in Guizhou Chanhen Chemical Corporation(002895) 2021. The details are as follows: I. Basic information of raised funds
(I) basic information of funds raised by non-public offering of shares
1. Amount and time of funds raised
Approved by the reply on approving Guizhou Chanhen Chemical Corporation(002895) non-public Development Bank shares (zjxk [2020] No. 975) issued by China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 80.02 million RMB ordinary shares (A shares) to specific objects in September 2020, with an issue price of 11.37 yuan / share and a total raised capital of 90962274000 yuan, According to relevant regulations, after deducting the issuance expenses of 1869590940 yuan, the net amount of raised funds actually available is 89092683060 yuan. The raised funds were in place on September 10, 2020. The above funds were verified by ShineWing Certified Public Accountants (special general partnership) and issued capital verification report no. xyzh / 2020cda40176.
2. Amount of raised funds used in previous years
As of December 31, 2020, the company and its holding subsidiary Guangxi Pengyue Ecological Technology Co., Ltd. (hereinafter referred to as "Guangxi Pengyue") have actually used a total of 32237161974 yuan of funds raised by non-public offering of shares.
3. Amount of funds raised at the end of the year and balance used in the current year
As of December 31, 2021, the company and Guangxi Pengyue have actually used 58056680554 yuan of funds raised by non-public offering of shares, of which the amount of funds raised by Guangxi Pengyue's "200000 t / a semi water dihydrate wet process phosphoric acid and fine and deep processing project" in this year was 25819518580 yuan, and the balance of the special account for raised funds was 12509279894 yuan.
(II) basic information of funds raised by public issuance of convertible corporate bonds
1. Amount and time of funds raised
With the approval of China Securities Regulatory Commission zjxk [2021] No. 2337 document, the company publicly issued 11.6 million convertible corporate bonds at an issue price of 100.00 yuan / piece, and the total amount of funds raised was 1.160 billion yuan. After deducting various issuance expenses, the total amount excluding tax was 1527465944 yuan, The actual net amount of raised funds is 114472534056 yuan (since the input tax of value-added tax in the issuance expenses is 84238169 yuan without input tax deduction, the actual net amount of raised funds available is 114388295887 yuan). The availability of the above raised funds has been verified by ShineWing Certified Public Accountants (special general partnership) and issued capital verification report no. xyzh / 2021cdaa40144.
2. Use of raised funds in previous years
The raised funds were raised in 2021, and there was no use in previous years.
3. Amount of funds raised at the end of the year and balance used in the current year
As of December 31, 2021, the company has accumulated 59649084715 yuan of funds raised from public issuance of convertible corporate bonds, including 59649084715 yuan of funds raised in this year, and the total balance of funds raised is 49037243762 yuan.
2、 Management of raised funds
(I) management of funds raised by non-public offering of shares
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 the 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, according to 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 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 adopted the proposal on Amending the management system of raised funds.
In 2020, the company revised the company's raised funds management system in accordance with the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and business rules. The proposal on the revision of relevant systems was reviewed and approved at the third extraordinary general meeting of shareholders in 2020 held on October 15, 2020, The revised system complies with the current relevant rules of the CSRC and the Shenzhen Stock Exchange. The company manages the raised funds in strict accordance with the requirements of the raised funds management system.
2. Signing of tripartite supervision agreement for raised funds
According to the management system of raised funds, the company implements a special account for the raised funds and establishes a special account for the raised funds in the bank. On September 22, 2020, the company signed the tripartite supervision agreement of raised funds with the sponsor Guosen Securities Co.Ltd(002736) and Agricultural Bank Of China Limited(601288) Fuquan sub branch and Industrial And Commercial Bank Of China Limited(601398) Fuquan branch respectively according to the different purposes of the raised investment projects, clearly stipulating the rights and obligations of all parties, There is no significant difference between the contents of the above agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange, and they have been effectively implemented. The special account bank regularly issues 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.
Guangxi Pengyue opened a general account in Industrial And Commercial Bank Of China Limited(601398) Fuquan sub branch on September 9, 2020. On October 21, 2020, the company, Guangxi Pengyue, the sponsor Guosen Securities Co.Ltd(002736) and Industrial And Commercial Bank Of China Limited(601398) Fuquan sub branch signed the four party supervision agreement for raised funds. So far, the account has been included in the management of the special account for raised funds.
3. Storage of raised funds in special account
As of December 31, 2021, the deposit of funds raised by non-public offering of shares is as follows: (another 200 million yuan of temporarily idle raised funds is used for cash management. For details, see the relevant announcements disclosed by the company in the information disclosure media)
Unit: Yuan
Opening balance
Bank account number of account opening bank
Total interest income from investment income of funds raised by famous banks
call
Industrial, commercial and Commercial Bank of China
West shares have 240504412911036 Gcl System Integration Technology Co.Ltd(002506) 136365 Shenzhen Ecobeauty Co.Ltd(000010) 962738812509279894 Peng Co., Ltd. 200069483 yuefuquan branch
that 's ok
Total 11036 Gcl System Integration Technology Co.Ltd(002506) 136365 Shenzhen Ecobeauty Co.Ltd(000010) 962738812509279894
(II) management of funds raised by public issuance of convertible corporate bonds
1. Construction of raised funds management system
The development of the raised funds management system is detailed in the relevant contents mentioned earlier in this verification opinion.
The company manages the raised funds in strict accordance with the requirements of the raised funds management system.
2. Signing of tripartite supervision agreement for raised funds
According to the management system of raised funds, the company implements a special account for the raised funds. The company has opened a special account for the raised funds (hereinafter referred to as the "special account") in Agricultural Bank Of China Limited(601288) Fuquan sub branch and China Construction Bank Corporation(601939) Fuquan sub branch (hereinafter collectively referred to as the "deposit bank") according to the different purposes of the raised investment project. The company has signed the tripartite supervision agreement for the raised funds with the deposit bank and the sponsor Guosen Securities Co.Ltd(002736) , The rights and obligations of all parties are clearly agreed. There is no significant difference between the contents of the above agreement and the model tripartite supervision agreement of Shenzhen Stock Exchange, and they have been effectively implemented. The special account bank regularly issues 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.
3. Storage of raised funds in special account
As of December 31, 2021, the specific deposit of funds raised by public issuance of convertible corporate bonds is as follows: (another 60 million yuan of temporarily idle raised funds is used for cash management. For details, see the relevant announcements disclosed by the company in the information disclosure media.)
Unit: Yuan
Total interest income from investment income of funds raised by the bank with the opening balance reserve account
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2354 Saic Motor Corporation Limited(600104) 00 47,346837.5 1128131 283311.38 47,742962.03
19118 0 5
ABC 2354 Saic Motor Corporation Limited(600104) 005200 Ping An Bank Co.Ltd(000001) 12813197552445221036559
Fuquan 191260 5
Sichuan Branch 2354 Saic Motor Corporation Limited(600104) 000.00 henghang 19134 pin
2354 Saic Motor Corporation Limited(600104) 00 shares 191420.00
CCB 5205016560362413279001,209475.05 242537,375.0
Fuquan China Baoan Group Co.Ltd(000009) 1600 5
Sub branch 52050165603614690421300 977521.12 147881,734.9
China Baoan Group Co.Ltd(000009) 15 83 5
Total 487578951225,626.3 2,567859.99 490372,437.6
33 0 2
3、 Actual use of raised funds this year
(I) actual use of funds raised by non-public offering of shares
1. Use of funds raised for investment projects
See Annex 1 of the verification opinions for the comparison table of the use of funds raised by non-public offering of shares.
2. Reasons and conditions for the inability to calculate the benefits of raised capital investment projects (hereinafter referred to as "raised investment projects") separately
The "200000 t / a semi water dihydrate wet process phosphoric acid and deep processing project" invested by non-public offering of shares is still under construction.
