China Securities Co.Ltd(601066)
About Jsti Group(300284)
Verification opinions on the deposit and use of raised funds in 2021
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “recommendation institution”) as a recommendation institution of Jsti Group(300284) (hereinafter referred to as ” Jsti Group(300284) ” or “company”) that issues shares to specific objects and is listed on the gem, in accordance with the Listing Rules of gem shares of Shenzhen Stock Exchange and the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies The guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions have verified the deposit and use of raised funds in 3 Guangdong Xianglu Tungsten Co.Ltd(002842) 021. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) issuing shares to specific objects
1. Actual amount of funds raised and time of funds in place
According to the 18th meeting of the 4th board of directors, the 21st Meeting of the 4th board of directors, the first extraordinary general meeting of shareholders in 2021 and the reply on Approving the registration of Jsti Group(300284) issuing shares to specific objects (zjxk [2021] No. 2731) of China Securities Regulatory Commission, the company agreed to register, and the company issued 291421794 RMB common shares (A shares) to specific objects Guangzhou Zhujiang Industrial Group Co., Ltd, The issue price is 8.09 yuan / share, and the total amount of funds raised is 235760231346 yuan. After deducting 2158722108 yuan of various issuance expenses (excluding tax), the net amount of funds actually raised by the company is 233601509238 yuan.
On September 7, 2021, Tianheng Certified Public Accountants (special general partnership) issued Tianheng Yanzi (2021) No. 00109 capital verification report Jsti Group(300284) on the arrival of funds raised by the company’s issuance of shares to specific objects to confirm the arrival of funds raised. The company has stored the raised funds in a special account as required, and signed the tripartite supervision agreement on raised funds with the special account bank and the recommendation institution as required. 2. Statement of used amount and current balance of this year
Unit: 10000 yuan
Summary amount of special account for raised funds
1. Balance of special account as of December 31, 2020
2. Increase of funds in special account for raised funds
(1) Note to funds raised in the current period: 23391093
(2) Net interest income net of handling charges 134.73
Subtotal 23404566
3. Decrease of funds in the special account for raised funds (1) investment in projects with raised funds
(2) Repayment of bank loan 12000000
(3) Supplementary working capital 10975151
(4) Various issuance fees paid 166.60
Subtotal 22991811
4. As of December 31, 2021, the balance of special account is 412755
Note: the total amount of funds raised by the company is 235760231346 yuan. After deducting 1849303255 (including tax) of recommendation and underwriting expenses, the funds raised account received 233910928091 yuan.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the deposit, use and management of the company’s raised funds and protect the legitimate rights and interests of investors, according to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the self discipline supervision of listed companies No. 2 – standardized operation of gem of Shenzhen Stock Exchange and the company’s management system for raised funds, the company The wholly-owned subsidiary of the company Jsti Group(300284) Group Guangdong testing and Certification Co., Ltd. (hereinafter referred to as Jsti Group(300284) Guangdong testing) opened special accounts for raised funds in Bank Of Nanjing Co.Ltd(601009) Nanjing Branch for the storage of raised funds issued to specific objects, and signed the tripartite supervision agreement for raised funds with the sponsor China Securities Co.Ltd(601066) (hereinafter referred to as China Securities Co.Ltd(601066) securities) with the above-mentioned banks. The special account for raised funds is only used for the storage and use of raised funds and shall not be used for other purposes. The tripartite supervision agreement on raised funds defines the rights and obligations of all parties, and its content is not significantly different from the model tripartite supervision agreement of Shenzhen Stock Exchange. The company has no problems in the process of fulfilling the tripartite supervision agreement.
According to the requirements of the management system, the company has set up a strict authority approval system for the use of raised funds and strictly implemented it to ensure that the special funds are used for special purposes. At the same time, according to the provisions of the supervision agreement, if the company withdraws more than 50 million yuan from the special account for raised funds at one time or within 12 months (determined between 50 million yuan and 20% of the net raised funds according to the lower principle), the special account bank shall timely notify the sponsor China Securities Co.Ltd(601066) securities by fax or email, and provide the expenditure list of the special account.
（2） As of December 31, 2021, the deposit of the company’s special account for raised funds is as follows:
Unit: 10000 yuan
Name of raised fund storage bank account category closing balance
Bank Of Nanjing Co.Ltd(601009) Nanjing Hubei Road sub branch special account for raised funds 385308
Special account for raised funds of Bank of Guangzhou Nanjing Branch 274.47
Total 412755
3、 Actual use of raised funds this year
1. Use of funds raised for investment projects
The actual use of the raised funds in this year is shown in the annex comparison table of the use of raised funds.
2. Advance investment and replacement of investment projects with raised funds
As of December 31, 2021, the company has not implemented the replacement of raised funds for the early investment of raised investment projects.
4、 Changes in the use of funds for investment projects with raised funds this year
As of December 31, 2021, the company has not changed the investment projects of raised funds.
5、 Problems in the use and disclosure of raised funds
In 2021, the company used the raised funds in accordance with the provisions and requirements of relevant laws, regulations and normative documents, and disclosed the use of the raised funds. There was no violation of the use and management of the raised funds. 6、 Verification opinions of the recommendation institution
The recommendation institution obtained the details of the use of the company’s raised funds, spot checked the original vouchers for the use of large amount of raised funds, and consulted the bank statement of the company’s special account for the deposit of raised funds; We consulted the special report of the audit institution and the relevant announcements and documents on the use of the raised funds.
After verification, the sponsor believes that as of December 31, 2021, the deposit and use of the company’s raised funds meet the requirements of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules, 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 company has made special account storage and special use of the raised funds, On the 31st, China Securities Co.Ltd(601066) securities had no objection to the use and deposit of Jsti Group(300284) raised funds.
Attached table: comparison table of use of raised funds
The total amount of raised funds is 23360151, and the total amount of raised funds invested in this year is 22975151
Total amount of raised funds with changed purposes during the reporting period-
Accumulated total raised funds with changed purposes – accumulated total raised funds invested 22975151
0.00% of the total funds raised for accumulative change of purpose
Whether the committed investment projects and the investment direction of the over raised funds have been changed (including whether the investment progress projects have reached the expected usable state by the end of the period after the adjustment of the commitment of raised funds, whether the benefits realized in the year have reached the expected benefits, and whether the feasibility of the project has changed partially) Total investment total investment amount cumulative investment amount (%) date significant change
(1) (2) (3)＝(2)/(1)
Committed investment projects
1. Whether Dawan district regional R & D center is 385000-0.00% under construction – has not yet produced benefits no
2. Repayment of bank loan no 120 Ping An Bank Co.Ltd(000001) 20 Ping An Bank Co.Ltd(000001) 20 Ping An Bank Co.Ltd(000001) 2000000 100.00% not applicable – not applicable no
3. Replenish working capital
