Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Beijing Beimo High-Tech Frictional Material Co.Ltd(002985)
Special verification opinions on the deposit and use of raised funds in 2021
Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” and “recommendation institution”) is a recommendation institution for Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) (hereinafter referred to as ” Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) ” and “company”) to conduct initial public offering and continuous supervision of listing, In accordance with the provisions of relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and 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, the deposit and use of raised funds in Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) 2021 were verified. The specific conditions are as follows: 1 Basic information of raised funds
1. Actual amount of raised funds and availability of funds
With the approval of the reply on the approval of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) initial public offering of shares (zjxk [2020] No. 604) issued by China Securities Regulatory Commission, the company was approved to publicly issue 3754000000 ordinary shares (with a par value of RMB 1 per share) to the public. The issuance method was a combination of offline inquiry and placement to investors and online capital purchase and issuance, with an issue price of RMB 22.53 per share.
As of April 22, 2020, the company has actually issued 3754000000 RMB ordinary shares to the public, and the total amount of funds raised is 84577620000 yuan. After deducting 7169487925 yuan of issuance expenses, the net amount of shares actually raised is 77408132075 yuan. The availability of funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report xksbz [2020] No. za90148. After deducting the underwriting fee, the total raised funds of 79884547169 yuan have been transferred by Changjiang Securities Company Limited(000783) underwriting recommendation Co., Ltd. to the 631923177 account opened by the company in China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch of China, 28884547169 yuan, 631935611 account opened by China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch of China, 28500000000 yuan The account 1108100104 Neoglory Prosperity Inc(002147) 9 opened by Agricultural Bank Of China Limited(601288) Beijing Shahe sub branch of China is RMB 14500000000, and the account opening and storage system management of Industrial And Commercial Bank Of China Limited(601398) Beijing Changping sub branch of China.
2. Use and balance of raised funds
As of December 31, 2021, the use and balance of the funds raised by the company’s initial public offering are as follows:
Unit: RMB
Project amount
Total raised funds 84577620000 less: issuance expenses 7169487925 net raised funds 77408132075 less: accumulated amount of raised funds 41744026500 Among them: the amount of self raised funds invested in the raised investment project in advance is 10338760000, and the amount of funds directly invested in the raised investment project after the raised funds are in place is 31405266500, which is equal to the amount of unused raised funds 35664105575 plus the accumulated interest income minus handling charges and other net amounts 1356823463 equals to: the balance of raised funds account 37020929038
2、 Deposit and management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations, in combination with the actual situation of the company, The management system for raised funds (hereinafter referred to as the “management system”) has been formulated. According to the management system, the company implements a special account for the raised funds, establishes a special account for the raised funds in the bank, and performs the approval procedures for the use of funds in strict accordance with the company’s system when using the raised funds, so as to ensure that the special funds are used for special purposes.
According to the requirements of the management system, the company has signed the tripartite supervision agreement on raised funds with the banks recommended and raised by Changjiang, which is not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange and is being performed normally.
On October 22, 2021, the company held the 18th meeting of the second board of directors, deliberated and approved the proposal on changing part of the special account for raised funds, and transferred the raised funds (including interest) of RMB 7659236294 deposited in the special account for raised funds of Industrial And Commercial Bank Of China Limited(601398) Beijing Changping sub branch 02004892 Xuchang Yuandong Drive Shaft Co.Ltd(002406) 20 to the special account for raised funds opened by China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch of China, The board of directors is authorized to sign a tripartite supervision agreement with Changjiang sponsor and China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch of China.
The company has fully transferred the raised funds to the special account for raised funds opened by China China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch with account number 633893141 on November 23, 2021, and cancelled the special account for raised funds of China Industrial And Commercial Bank Of China Limited(601398) Beijing Changping sub branch on November 23, 2021.
The company changed some special accounts for raised funds this time, did not change the purpose of raised funds, and did not affect the investment plan of raised funds.
As of December 31, 2021, the deposit balance of the company’s raised funds in the special account for raised funds of each bank is listed as follows:
Unit: RMB
Ending balance of deposit bank account
China China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch 63192317780017242 China China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch 63193561122561034510 China China Minsheng Banking Corp.Ltd(600016) Beijing Media Village sub branch 6338931417661023449 China Industrial And Commercial Bank Of China Limited(601398) Beijing Changping sub branch 0200489292 Xuchang Yuandong Drive Shaft Co.Ltd(002406) 200.00 China Agricultural Bank Of China Limited(601288) Beijing Shahe sub branch 1108100104 Neoglory Prosperity Inc(002147) 96718853837 total 37020929038
3、 Actual use of raised funds this year
1. Use of funds for investment projects with raised funds
The actual use of the company’s raised funds in 2021 is detailed in Schedule 1 comparison table of the use of raised funds. 2. Changes in the place and mode of implementation of the project invested with raised funds
Not applicable.
3. Advance investment and replacement of investment projects with raised funds
On June 2, 2020, the 7th Meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds and self owned funds that have been pre invested in the projects invested with raised funds in the early stage and paid the issuance expenses, It is agreed that the company will use the raised fund of 1075901 million yuan to replace the self owned fund of 1033876 million yuan invested in the raised fund investment project (hereinafter referred to as the “raised investment project”) and the self owned fund of 4.2025 million yuan paid for the issuance fee. On June 4, 2020, the company transferred 1075901 million yuan of raised funds from the special account for raised funds to the company’s own fund bank account.
4. Temporary replenishment of working capital with idle raised funds
The company does not temporarily supplement working capital with idle raised funds.
5. Utilization of surplus raised funds
The company does not use the surplus funds of the raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
6. Use of over raised funds
The company does not have over raised funds.
7. Purpose and destination of unused raised funds
During the reporting period, the raised funds not yet used by the company were deposited in the special account for raised funds as required.
8. Other information about the use of raised funds
The company’s fund-raising projects “capacity expansion construction project of aircraft wheel products” and “industrialization project of high-speed train basic friction materials and brake pads” have been fully demonstrated, and the project construction is necessary and feasible. With the continuous development of China’s national defense modernization and the continuous advancement of the localization process of high-speed railway equipment, with the strong support of national policies, the company has a solid technical foundation and various conditions for project implementation. The implementation of the above raised investment projects will enhance the company’s production capacity, better ensure product quality and improve the ability to undertake large orders; It is conducive to strengthening the company’s technical strength, so as to further enhance its core competitiveness and help the company better deal with industry competition. During the implementation of the project, due to the covid-19 epidemic and the actual operation of the company, the actual construction progress and investment progress of the project slowed down and failed to meet the preliminary plan. The implementation subject, investment purpose, investment scale and expected income of the above-mentioned investment projects with raised funds have not changed. 4、 Change the use of funds for investment projects with raised funds
During the reporting period, there was no change in the investment project of the company’s raised funds. On April 14, 2022, the board of directors of the company deliberated and approved the proposal on the extension of some investment projects with raised funds, which extended the scheduled availability time of the “aircraft landing system technology R & D center construction project” to December 31, 2023. 5、 Problems in the use and disclosure of raised funds
In 2021, the company deposited, used and managed the raised funds in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock Exchange and the company’s raised funds management system, and there was no failure to disclose them in a timely, true, accurate and complete manner, No serious violations occurred. 6、 Verification of recommendation institutions
The sponsor carefully reviewed the special report on the deposit and use of the company’s raised funds in 2021, and verified the deposit and use of the company’s raised funds in 2021 by consulting the bank statement of the special account for raised funds, spot checking the contracts, invoices and payment vouchers related to the use of raised funds, and asking the company’s senior executives. 7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that in 2021, the deposit and use of the funds raised by the company’s initial public offering comply with the provisions of regulations and documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and the guidelines for the self discipline supervision of listed companies No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, The company has made special account storage and special use of the raised funds, and performed necessary and reasonable procedures for the use of the raised funds. The specific use of the raised funds is consistent with the disclosed situation. There is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
Schedule 1:
Comparison table of use of raised funds
Prepared by: Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) year: 2021
