Securities code: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) securities abbreviation: Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) No.: pro 202217 Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Deposit and actual use of raised funds in 2021
Special report
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the guidelines for the self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 - announcement format and the measures for the administration of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) raised funds, The deposit and actual use of the raised funds of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as "the company") in 2021 are reported as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
With the approval of the reply on approving Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) non-public shares issued by the China Securities Regulatory Commission (zjxk (2014) No. 1092), the company issued 66621521 RMB ordinary shares (A shares) to specific objects on November 13, 2014, with a par value of 1 yuan per share and an issue price of 14.26 yuan, raising a total of 95 Guangdong Chaohua Technology Co.Ltd(002288) 946 yuan, After deducting the issuance expenses of RMB 1275000000, the net amount of funds actually raised is RMB 937288946. The availability of the above raised funds has been verified by China Audit Asia Pacific Certified Public Accountants (special general partnership), and a capital verification report of China Audit Asia Pacific Yan Zi (2014) No. 011205 has been issued.
According to the resolution of the fifth meeting of the eighth board of directors of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) and the first extraordinary general meeting of 2017 on the change of the investment project of raised funds, the capital of the investment project of raised funds of 65005557690 yuan has been fully deposited into the bank account of the special account for raised funds opened by Guangxi Wuzhou Pharmaceutical (Group) Co., Ltd., the holding subsidiary of the company, in Bank Of Communications Co.Ltd(601328) Wuzhou branch on January 22, 2018, Actually received 65005557690 yuan of funds for the raised investment replacement project.
The fund availability of the above raised investment replacement project has been verified by the assurance report Zhonghuan zhuanzi (2018) No. 010046 issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) on January 30, 2018. (II) used amount in previous years, used amount in current year and current balance of new drug research and development center and pilot base construction project
Time and amount (yuan)
The total amount of funds raised on November 13, 2014 was 95 Guangdong Chaohua Technology Co.Ltd(002288) 946
Less: issuance fee 1275000000
On November 13, 2014, the net amount of funds actually raised was 937288946
Plus: interest income of previous years 2356679424
Add: other transfers from previous years 310957104
Less: amount used in previous years: 79573328547
As of December 31, 2020, the balance of the special account for raised funds was 16821596927
Plus: interest income of this year: 93709808
Less: used amount of this year (handling fee) 202.00
Less: 16915286535 of investment replacement raised this year
As of December 31, 2021, the balance of the special account for raised funds was 0.00
Note: other transfers in previous years include: (1) the deposit for the project safety protection and civilized construction measures of the fund-raising project transferred from the fund-raising account in February 2015 was transferred back to 284856287 yuan in 2016; (2) The road excavation deposit of the fund-raising project transferred from the fund-raising account in September 2015 was transferred back to 18720000 yuan in 2016; (3) The construction application fee of the raised fund project transferred from the raised fund account in December 2014 was transferred back to 7380817 yuan in 2017.
(III) used amount in previous years, used amount in current year and current balance of phase III of new pharmaceutical base (powder injection workshop [phase III] and solid preparation workshop [phase II])
Time and amount (yuan)
As of January 22, 2018, the balance of the special account for raised funds was 65005557690
Plus: interest income of previous years 5284110158
Less: amount used in previous years: 7000398487
Less: replacement expenditure (self raised funds invested in advance in previous years) 6939376459
As of December 31, 2020, the balance of the special account for raised funds was 56349892902
Add: interest income of the current year 296962561
Less: amount used in the current year: 56646855463
As of December 31, 2021, the balance of the special account for raised funds was 0.00
Note: 1. The replacement expenditure of self raised funds invested in advance in 2018 was 6939376459 yuan, of which 1228681325 yuan was the amount of self raised funds invested in raised projects in advance in this year, and 5710695134 yuan was the amount of self raised funds invested in raised projects in previous years. The replacement expenditure was paid by China audit Zhonghuan Certified Public Accountants (special general partnership) in March 2018
The assurance report (zhzz (2018) No. 010108) issued on March 28 was verified and replaced with RMB 3500000000 on March 30, 2018 and RMB 1939376459 and RMB 1500000000 on April 4, 2018 respectively.
2. As of December 31, 2020, the balance of the special account for raised funds was 56349892902 yuan, of which 5409927690 yuan was the reserve fund outside the investment plan of the raised investment project.
2、 Management of raised funds
(I) formulation and implementation of raised funds management system
The company has formulated the measures for the administration of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) raised funds in accordance with the requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - announcement format and other laws and regulations. According to the company's raised funds management system, the company has opened a special bank account to store the raised funds. All the investment expenditures of the projects with raised funds shall be submitted by the project management department, verified by the financial department, approved by the general manager and implemented by the project implementation unit within the scope of the use plan of the raised funds or the budget of the company. The use of raised funds shall be subject to daily supervision by the Audit Department of the company. The financial department shall regularly inspect the use of the raised funds and report the inspection to the board of directors and the board of supervisors.
(II) tripartite supervision of raised funds
The company opened a special bank account for the storage of raised funds, and signed the tripartite supervision agreement on the storage of raised funds with the recommendation institutions China Merchants Securities Co.Ltd(600999) , Bank Of Communications Co.Ltd(601328) Wuzhou branch on November 24, 2014 to strictly approve the use of raised funds to ensure that the special funds are used for special purposes. There is no significant difference between the tripartite supervision agreement and the tripartite supervision agreement on special account storage of raised funds of Shanghai Stock Exchange, and there is no problem in the performance of the tripartite supervision agreement.
After changing some investment projects with raised funds, the company and its holding subsidiary Guangxi Wuzhou Pharmaceutical (Group) Co., Ltd. signed the tripartite supervision agreement on raised funds (hereinafter referred to as the "tripartite supervision agreement") with Bank Of Communications Co.Ltd(601328) Wuzhou branch and China Merchants Securities Co.Ltd(600999) on February 6, 2018. There is no significant difference between the contents of the tripartite supervision agreement and the tripartite supervision agreement (model) for the storage of raised funds formulated by Shanghai Stock Exchange. The tripartite supervision agreement signed this time only involves the "phase III (powder injection workshop [phase III] and solid preparation workshop [phase II]) project of the new pharmaceutical base".
3、 Change the use of funds of raised investment projects
The company held the 22nd Meeting of the 9th board of directors and the 11th meeting of the 9th board of supervisors on February 19, 2021, and the first extraordinary general meeting of shareholders in 2021 on March 10, 2021. The meeting deliberated and adopted Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) the proposal on changing the use of some raised funds and related party transactions respectively. It is agreed that the company will adjust the use plan of raised funds and stop the construction of "phase III of new pharmaceutical base (powder injection workshop [phase III] and solid preparation workshop [phase II]) project" and "construction project of new drug research and development center and pilot test base", The raised funds of 731714900 yuan that have not been put into use as of December 31, 2020 (the final change of the amount of raised funds shall be subject to the sum of the balance of the special account for raised funds on the date of fund transfer out and the deposit interest of raised funds) shall be used for "participating in the subscription of 3 Shenzhen Huaqiang Industry Co.Ltd(000062) 020 non-public offering of a shares". For details, please refer to the announcement of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) on changing the purpose of some raised funds and related party transactions (No.: pro 202112) disclosed by the company on the website of Shanghai Stock Exchange and designated media.
The company has opened a special account for raised funds, and signed the tripartite supervision agreement for raised funds with the deposit bank of raised funds and the recommendation institution.
After the change of some investment projects with raised funds, as of March 24, 2021, the balance of the special account for new projects was 7356214 million yuan. The difference between the balance of the special account for new projects and the amount of raised funds that had not been put into use as of December 31, 2020 was mainly caused by bank interest and transfer fees deducted by banks.
The availability of funds for the above raised investment replacement project has been verified by the verification report of Guangxi Wuzhou Zhongheng Co., Ltd. replacing self raised funds in advance with raised funds issued by YONGTUO Certified Public Accountants (special general partnership) on March 29, 2021.
4、 Problems in the use and disclosure of raised funds
The company complies with the provisions of relevant laws, regulations and normative documents
