Dongguan Securities Co., Ltd
About Guangdong Kitech New Material Holding Co.Ltd(300995)
Special verification opinions on the deposit and use of raised funds in 2021
Dongguan Securities Co., Ltd. (hereinafter referred to as "sponsor" or "Dongguan securities") is the sponsor of initial public offering and listing of Guangdong Kitech New Material Holding Co.Ltd(300995) (hereinafter referred to as " Guangdong Kitech New Material Holding Co.Ltd(300995) " or "company"), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, Checked the deposit and use of the company's raised funds in 2021. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on Approving the registration of Guangdong Kitech New Material Holding Co.Ltd(300995) initial public offering issued by the China Securities Regulatory Commission (zjxk [2021] No. 1147), the company publicly issued 21040000 RMB ordinary shares, with a par value of 1.00 yuan per share, an issue price of 14.72 yuan per share and a total raised capital of 30970880000 yuan, After deducting various issuance expenses of RMB 3959814792 (excluding tax), the net amount of funds actually raised is RMB 27011065208. The funds raised by the above issuance were transferred to the designated account of the company on May 19, 2021, which was verified by ShineWing Certified Public Accountants (special general partnership) on May 19, 2021 and issued xyzh / 2021gzaa30187 capital verification report.
(II) use amount and year-end balance of raised funds in the current year
In 2021, the company actually used 10480404948 yuan of raised funds for investment projects with raised funds, and the accumulated used raised funds were 10480404948 yuan; Using the temporarily idle raised funds for cash management of 13 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan, the financial income obtained is 40532869 yuan and the interest income is 180281581 yuan; After deducting the accumulated service charge of 133952 yuan and account management fee of 475.00 yuan, the balance of the special account for raised funds on December 31, 2021 was 3151293258 yuan.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company's raised funds and improve the use efficiency of the raised funds, according to the
The company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the supervision of listed companies No. 2 - raising funds by listed companies
Regulatory requirements for the management and use of pooled funds, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2
——Standardized operation of GEM listed companies, Shenzhen Stock Exchange GEM Listing Rules and other relevant regulations
In accordance with the provisions of laws, regulations, normative documents and the articles of association, and in combination with the actual situation of the company, the
Fund collection management system. During the reporting period, the company strictly complied with the relevant provisions of the raised funds management system.
The company opened a special account for the raised funds for the storage and use of the raised funds, which was opened on June 4, 2021
With the sponsor Dongguan Securities Co., Ltd. and Shanghai Pudong Development Bank Co.Ltd(600000) Guangzhou Zhongshan
Branches, China Construction Bank Corporation(601939) Jiangmen high tech sub branch, Industrial Bank Co.Ltd(601166) Jiangmen
The science and technology sub branch of mengmen high tech Development Zone signed the tripartite supervision agreement on raised funds, which is consistent with the tripartite supervision agreement
There is no significant difference between the model agreement and the performance of the regulatory agreement.
(II) storage of raised funds in special account
As of December 31, 2021, the storage of raised funds in the special account is as follows:
Unit: Yuan
No. bank name special account for raised funds project name special account balance
1 Shanghai Pudong Development Bank Co., Ltd. 150100788015 Shenzhen Energy Group Co.Ltd(000027) 55 high performance polymer composites 1730647160 division Guangzhou Zhongshan branch intelligent manufacturing project
2 China Construction Bank Corporation(601939) jiang44050167021700001889 precision injection molding intelligent manufacturing project 27944492men high tech sub branch
3 Industrial Bank Co.Ltd(601166) Jiangmen gao398040100100047589 R & D center construction project 1392701606 New Development Zone Science and technology sub branch
Total 3151293258
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
In 2021, the raised funds actually invested by the company in related projects totaled RMB
10480404948 yuan. See attached table 1 for the investment and benefits of each project.
(II) early investment and replacement of raised investment projects
On September 7, 2021, the ninth meeting of the third board of directors and the eighth meeting of the third board of supervisors held by the company considered and approved the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses, and agreed that the company use the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses.
As of June 4, 2021, according to the actual progress of the raised investment project, the amount invested in advance by the company with self raised funds is RMB 9291490570, the issuance fee paid by the company with self raised funds is RMB 598403769, and the total replacement amount of the company is RMB 98894339. The above pre invested amount and paid issuance expenses have been reviewed by ShineWing Certified Public Accountants (special general partnership), and xyzh / 2021gzaa30237 authentication report on Guangdong Kitech New Material Holding Co.Ltd(300995) replacing self raised funds invested in pre raised projects and paid issuance expenses with raised funds has been issued; At the same time, Dongguan Securities Co., Ltd. agreed to use the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses, and issued the verification opinions of Dongguan Securities Co., Ltd. on Guangdong Kitech New Material Holding Co.Ltd(300995) using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the issuance expenses.
(III) cash management of idle raised funds
On June 24, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on using part of the idle raised funds for cash management, and agreed that the company would use the temporarily idle raised funds of no more than 270 million yuan (including this amount) for cash management, and the service life would be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders, Within the above limit and term, the funds can be used on a rolling basis. As of December 31, 2021, the unexpired financial products of the company using idle raised funds for cash management were RMB 13 Shanghai Pudong Development Bank Co.Ltd(600000) 000, which did not exceed the amount authorized by the first extraordinary general meeting of shareholders in 2021.
(IV) purpose and destination of unused raised funds
The total amount of raised funds is 30970880000 yuan, after deducting various issuance expenses of 3959814792 yuan (excluding tax), the actual net amount of raised funds is 27011065208 yuan. In 2021, the accumulated used raised funds were 10480404948 yuan; The unused raised capital is 16530660260 yuan, and the unused raised capital accounts for 61.20% of the net raised capital (after paying the issuance expenses). Among the unused raised funds, in addition to 13 Shanghai Pudong Development Bank Co.Ltd(600000) 000 yuan for cash management with temporarily idle raised funds, 2930660260 yuan of raised funds, 40532869 yuan of financial management income and 180281581 yuan of interest income, and the total balance of 3151293258 yuan after deducting 133952 yuan of accumulated service fee and 475.00 yuan of account management fee are deposited in the special account for raised funds.
4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the investment projects of the company's raised funds have not changed.
5、 Problems in the use and disclosure of raised funds
The company manages the raised funds in strict accordance with the provisions of laws, regulations and normative documents such as 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. 2 - standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the Listing Rules of shares on the gem of Shenzhen Stock Exchange, and the articles of association and the management system of raised funds Truthfully, accurately and completely disclose the storage and use of raised funds, and there are no violations in the storage, use, management and disclosure of raised funds.
6、 Verification opinions of the recommendation institution
After verification, Dongguan Securities believes that the company has made special account storage and special use of the funds raised from the initial public offering, It complies with the provisions of relevant laws and regulations, such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and has fulfilled the necessary requirements for the use of raised funds Reasonable procedures, the specific use of the raised funds is consistent with the disclosed situation, there is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
Schedule 1:
Use of raised funds
Unit: 10000 yuan
The total amount of raised funds is 2701107, and the total amount of raised funds invested in this year is 1048040
During the reporting period, the total amount of raised funds with changed purposes 0 has been accumulated into the total amount of raised funds
The total amount of raised funds with changed purposes is 01048040
The cumulative proportion of total raised funds with changed purposes is 0
Whether the commitment of raised funds has been changed. After adjustment, the total investment of the current year has reached the expected amount by the end of the period. Whether the investment projects have reached the pre project feasibility commitment investment projects and the investment projects of over raised funds in the current year (including part of the total investment amount) (1) investment amount (2) progress (%) (3) Whether the accrued benefits realized on the use status date have changed again)
