Haitong Securities Company Limited(600837) verification opinions on the deposit and use of raised funds in Xi'An Manareco New Materials Co.Ltd(688550) 2021
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "recommendation institution") as Xi'An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as " Xi'An Manareco New Materials Co.Ltd(688550) " or "company") makes initial public offering of shares and is listed on the science and innovation board, and continuously supervises the recommendation institution, In accordance with the relevant provisions of 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, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 11 - continuous supervision, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, The deposit and use of the company's raised funds in 2021 were checked, and the details are as follows: I. Basic information of the funds raised by the initial public offering of shares
(I) actual amount of raised funds and receipt of funds
With the approval of registration of Xi'An Manareco New Materials Co.Ltd(688550) initial public offering (zjxk [2020] No. 1582) issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the company publicly issued 17.55 million ordinary shares (A shares) to the public, with an issue price of 113.72 yuan per share and a total raised capital of 1995786000 yuan, The amount of various issuance expenses (excluding tax) is 15175013276 yuan, and the net amount of raised funds after deducting the issuance expenses is 184403586724 yuan. The availability of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the capital verification report (Xin Kuai Shi Bao Zi [2020] No. za15366).
(II) use and balance of raised funds
As of December 31, 2021, the accumulated amount of raised funds used by the company was 7887515 million yuan, including 3068059 million yuan of raised funds used in previous years, 4819456 million yuan of raised funds used in 2021, 491290 million yuan of net interest income of raised funds after deducting handling fees and exchange losses, and the balance of raised funds was 11044134 million yuan, including 45 million yuan of principal of structural deposits not redeemed, The balance of the special account for raised funds was 6544134 million yuan.
As of December 31, 2021, the use and balance of the company's raised funds are as follows:
Project amount (yuan)
Net proceeds 184403586724
Less: accumulated investment project amount of raised funds 78875150489
Plus: net amount of interest income of raised funds deducting handling charges and exchange losses 4912901882
Less: principal of outstanding structured deposits: 45000000000
As of December 31, 2021, the balance of raised funds was 65441338117
2、 Deposit and management of raised funds
(I) management of raised funds
In accordance with the 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 (CSRC announcement [2012] No. 44) and the measures for the management of raised funds by listed companies on Shanghai Stock Exchange (revised in 2013), and in combination with the actual situation of the company, The Xi'An Manareco New Materials Co.Ltd(688550) raised funds management system (hereinafter referred to as the "management system") (hereinafter referred to as the "raised funds management system") was formulated. On September 11, 2020, Shanghai Stock Exchange issued the guidelines for the application of self regulatory rules of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation (SZF [2020] No. 67). The company revised the management system in accordance with the provisions of the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation (SZF [2020] No. 67) and in combination with the company's situation. According to the management system and in combination with business needs, the company has implemented a special account storage system for the raised funds since August 2020, which stipulates the storage and use of the raised funds, project implementation management, change of investment projects and supervision of use.
According to the requirements of the raised funds management system, the company's board of directors approved the opening of a special bank account. As of December 31, 2021, the company's raised funds deposit account is as follows:
Opening bank account No., account type, year-end balance (yuan)
Bank Of Xi'An Co.Ltd(600928) 11301158 Shenzhen Properties & Resources Development (Group) Ltd(000011) 4788 special account for raised funds 36229531409 Xi'an Wenfeng West Road sub branch
Bank Of Xi'An Co.Ltd(600928) 11301158 Shenzhen Properties & Resources Development (Group) Ltd(000011) 11821 special account for raised funds 1160822561 Xi'an Wenfeng West Road Sub Branch China China Construction Bank Corporation(601939) Co., Ltd
Xi'an high tech industry 61050192090 Shenzhen Sed Industry Co.Ltd(000032) 89 special account for raised funds 4604424806 Development Zone sub branch of the company
China Citic Bank Corporation Limited(601998) 8111701011900571379 special account for raised funds 4121634198 Xi'an Beijing Electronic Zone High-Tech Group Co.Ltd(600658) sub branch
Bank Of China Limited(601988) 102488780648 special account for raised funds 3922133370 Xi'an Hualu building sub branch
Bank Of Chongqing Co.Ltd(601963) 870102029 Jointo Energy Investment Co.Ltd.Hebei(000600) 557 special account for raised funds 2250599359 Xi'an Branch Business Department
China Citic Bank Corporation Limited(601998)
Shaanxi pilot Free Trade Zone Xi'an Feng 8111701012700663079 special account for raised funds 2 Huangshan Novel Co.Ltd(002014) 896 Huilu sub branch China Citic Bank Corporation Limited(601998)
Shaanxi pilot Free Trade Zone Xi'an feng8111701013800663064 special account for raised funds 380978141 Huilu sub branch
China Citic Bank Corporation Limited(601998) 8111701013700574524 special account for raised funds 306179296 Xi'an Beijing Electronic Zone High-Tech Group Co.Ltd(600658) Sub Branch China China Construction Bank Corporation(601939) Co., Ltd
Xi'an high tech industry company 6105019209000003323 special account for raised funds 9866571 Development Zone sub branch
Bank Of Chongqing Co.Ltd(601963) 870102029 Jointo Energy Investment Co.Ltd.Hebei(000600) 580 special account for raised funds 4951710 Xi'an Branch
Bank Of Xi'An Co.Ltd(600928) 11301158 Shenzhen Properties & Resources Development (Group) Ltd(000011) 5203 special account for raised funds 801800 Xi'an Wenfeng West Road sub branch
Total 65441338117
Note 1: in the above deposit balance, the interest income and cash management income of the special account for raised funds have been included in 491290 million yuan (including 2.1474 million yuan of interest income in 2020), the handling fee of 10900 yuan has been deducted (including 1500 yuan of handling fee in 2020), and there is no amount of raised investment projects that have not been replaced from the special account for raised funds.
Note 2: since the main implementers of the raised investment project are Shaanxi Pucheng Haitai new material industry Co., Ltd. (hereinafter referred to as "Pucheng Haitai") and Weinan Ruilian Pharmaceutical Co., Ltd. (hereinafter referred to as "Weinan pharmaceutical"), the company will gradually transfer the raised funds to the special accounts of Pucheng Haitai and Weinan pharmaceutical according to the plan after the funds in the special account are received, so as to ensure the smooth implementation of the raised investment project. Among the above accounts, 6105019209000003323, 8111701013700574524, 870102029 Jointo Energy Investment Co.Ltd.Hebei(000600) 580 and 8111701013800663064 are Pucheng Haitai accounts; Account 11301158 Shenzhen Properties & Resources Development (Group) Ltd(000011) 5203 is the account of Weinan pharmaceutical. (II) tripartite supervision agreement of raised funds
In accordance with relevant laws and regulations and the requirements of the company's management system for raised funds, Xi'An Manareco New Materials Co.Ltd(688550) has implemented a special account for the storage of raised funds and set up a special account for the use of raised funds in the bank. In October 2020, the company and the sponsor Haitong Securities Company Limited(600837) signed the tripartite supervision agreement on the storage of special account for raised funds with China Construction Bank Corporation(601939) Shaanxi Branch, Bank Of Chongqing Co.Ltd(601963) Xi'an Branch, China Citic Bank Corporation Limited(601998) Xi'an Branch, Bank Of China Limited(601988) Xi'an Gulou sub branch and Bank Of Xi'An Co.Ltd(600928) Zhonglou sub branch. In July 2021, the company and Haitong Securities Company Limited(600837) and Bank Of Xi'An Co.Ltd(600928) Zhonglou sub branch signed the tripartite supervision agreement on the storage of special account for raised funds. In December 2021, the company, Haitong Securities Company Limited(600837) and China Citic Bank Corporation Limited(601998) Xi'an Branch signed the tripartite supervision agreement on the storage of special account for raised funds. There is no significant difference between the above agreement and the model tripartite regulatory agreement of Shanghai Stock Exchange, and the company has strictly followed and performed the raised funds.
3、 Actual use of raised funds in 2021
(I) comparison of the use of raised funds
Xi'An Manareco New Materials Co.Ltd(688550) 2021 see "Annex 1: comparison table of raised funds" for comparison of actual use of raised funds.
(II) advance investment and replacement of raised investment projects
1. Replacement of early investment funds
In order to smoothly promote the investment projects with raised funds, the company has invested some of the investment projects with raised funds and paid some of the issuance expenses in advance with self raised funds. As of August 25, 2020, the actual investment amount of the company invested in the investment projects with raised funds in advance with self raised funds was RMB 200999 million, and the amount paid for the issuance expenses in advance with self raised funds was RMB 3.1152 million.
Lixin Certified Public Accountants (special general partnership) issued the special verification report on the replacement of Xi'An Manareco New Materials Co.Ltd(688550) raised funds (xksbz [2020] No. za15705) for the use of the above self raised funds in advance.
On October 26, 2020, the 17th meeting of the second board of directors and the 5th meeting of the second board of supervisors deliberated and approved the proposal on using raised funds to replace self raised funds invested in projects invested by raising funds in advance and paying issuance expenses in advance, which agreed that the company would replace the self raised funds invested in projects invested by raising funds with 200999 million yuan, and agreed that the company would replace the issuance expenses paid with self raised funds with 3.1152 million yuan. The independent directors of the company have expressed their independent opinions on the above matters.
The company's use of the raised funds to replace the self raised funds invested in the raised investment projects in advance does not change the purpose of the raised funds and damage the interests of shareholders in a disguised manner, which will not affect the normal progress of the raised funds investment projects, and the replacement time shall not exceed six months from the arrival time of the raised funds, which complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies Relevant regulations such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the management system of the company's raised funds.
2. Replacement of general account payment funds
On August 13, 2021, the company held the second meeting of the third board of directors and the second meeting of the third board of supervisors, deliberated and approved the proposal on using bank wire transfer, bank acceptance bill, letter of credit and self owned foreign exchange to pay the funds required for the investment projects with raised funds and replace them with the raised funds in the same amount, and agreed that the company should use them according to the actual situation, including but not limited to bank wire transfer, bank acceptance bill The funds required for the raised investment project shall be paid by letter of credit and self owned foreign exchange, and the equivalent funds shall be transferred from the raised funds account to the general funds account of the company on a regular basis. The independent directors of the company expressed clear consent. The recommendation institution issued the verification opinions on Haitong Securities Company Limited(600837) share ownership and self owned foreign exchange to pay the funds required for the investment project with raised funds and replace them with the raised funds in the same amount.
In 2021, the company used bank telegraphic transfer, bank acceptance bill, letter of credit and self owned foreign exchange to pay 0.00 yuan for raised investment projects, and has transferred the same amount of funds from the raised fund account to the company's general fund account of 0.00 yuan. (III) temporary replenishment of working capital with idle raised funds
In 2021, the company did not temporarily supplement working capital with idle raised funds.
(IV) cash management with idle raised funds
The company held the 17th meeting of the second board of directors and the 5th meeting of the second board of supervisors on October 26, 2020 and the 6th extraordinary general meeting of shareholders in 2020 on November 12, 2020, deliberated and adopted the proposal on cash management with some temporarily idle raised funds, and agreed that the company would not affect the normal implementation of investment projects with raised funds, the normal production and operation of the company and ensure the safety of raised funds, Part of the temporarily idle raised funds of no more than RMB 1 Shanghai Pudong Development Bank Co.Ltd(600000) 000 (inclusive) shall be used for cash management, which can be used to purchase the investment products of financial institutions with high safety, good liquidity and guaranteed principal. The service life shall not exceed 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 recycled and rolled, and returned to the special account for raised funds after expiration. The independent directors have expressed their independent opinions with explicit consent, and the recommendation institution has issued Haitong Securities Company Limited(600837) on Xi'An Manareco New Materials Co.Ltd(688550) use
