Citic Securities Company Limited(600030)
About Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565)
Special verification opinions on the actual storage and use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) (hereinafter referred to as ” Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) ” or “company”) for initial public offering and listing on the science and innovation board, in accordance with the measures for the administration of securities issuance and listing sponsor business and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) The self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) have conducted special verification on the actual situation of the deposit and use of the raised funds in Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) 2021. The verification results are as follows: I. Basic information of the raised funds
(I) actual amount of funds raised and time of funds in place
According to the reply on Approving the registration of Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) initial public offering (zjxk [2021] No. 1125) issued by China Securities Regulatory Commission on April 6, 2021, the company issued 26.75 million ordinary shares (A shares) to the public for the first time, with a par value of 1 yuan per share, an issue price of 9.39 yuan per share, a total amount of 25118250000 yuan of raised funds, deducting underwriting and recommendation fees After the issuance registration fee and other transaction expenses totaling RMB 5277726599, the net amount of funds raised this time is RMB 19840523401. The above funds were fully paid on May 10, 2021, which was verified by Zhonghui Certified Public Accountants (special general partnership) and issued the capital verification report [2021] No. 4152.
(II) use and balance of raised funds
In 2021, the company used a total of 121494 million yuan of raised funds.
As of December 31, 2021, the company has used the above-mentioned raised funds totaling RMB 121494 million, received the interest income from bank deposits of raised funds deducting the net handling fee of RMB 1.0706 million, temporarily supplemented the working capital with idle raised funds totaling RMB 25 million, and the balance of the special account for raised funds is RMB
2、 Management of raised funds
(I) management system of raised funds
In order to regulate the management and use of the raised funds, improve the efficiency of the use of funds and protect the rights and interests of investors, the company, in accordance with the company law, the securities law and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies (revised in 2022) The management measures for Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) raised funds (hereinafter referred to as the management measures) has been formulated in accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and in combination with the actual situation of the company. The management measures have made clear provisions on the storage, approval, use, management and supervision of raised funds, The company shall deposit the raised funds in a special account in accordance with the system and earmark the funds for special purposes.
According to the management measures, the company adopts a special account storage system for the raised funds, establishes a special account for the raised funds in the bank, and together with the sponsor Citic Securities Company Limited(600030) together with Bank Of Communications Co.Ltd(601328) Jiaxing Haiyan sub branch, Wuyuan sub branch of Zhejiang Haiyan Rural Commercial Bank Co., Ltd., Bank Of Hangzhou Co.Ltd(600926) Jiaxing Branch, China Construction Bank Corporation(601939) Haiyan sub branch, Yangtze River Delta integration demonstration zone (Zhejiang) sub branch of Shaoxing Bank Co., Ltd China Citic Bank Corporation Limited(601998) jiaxing branch signed the tripartite supervision agreement on raised funds. The above tripartite supervision agreement defines the rights and obligations of all parties, and there is no significant difference from the tripartite supervision agreement (model) on special account storage of raised funds of Shanghai Stock Exchange.
(II) storage of raised funds in special account
As of December 31, 2021, the company’s deposit of raised funds is as follows:
Unit: RMB
Balance of deposit bank account No. on December 31, 2021
Shaoxing Bank Co., Ltd. Yangtze River Delta No. 11186831852 China Union Holdings Ltd(000036) 4938120530 materialization demonstration zone (Zhejiang) sub branch
China Citic Bank Corporation Limited(601998) Jiaxing Branch 81108010132022097473 Shanghai Chengtou Holding Co.Ltd(600649) 43
Total 5298185473
Note: Bank Of Communications Co.Ltd(601328) Jiaxing Haiyan sub branch 7218999910130 Beijing Spc Environment Protection Tech Co.Ltd(002573) 4 account, Zhejiang Haiyan Rural Commercial Bank Co., Ltd. Wuyuan sub branch 2010 Guangdong Tonze Electric Co.Ltd(002759) 07609 account, Bank Of Hangzhou Co.Ltd(600926) Jiaxing Branch 330404016 Shenzhen Sdg Information Co.Ltd(000070) 6470 account, China Construction Bank Corporation(601939) Haiyan sub branch 330501637127 Csg Holding Co.Ltd(000012) 82 account have been cancelled.
3、 Actual use of funds raised in 2021
(I) use of funds for investment projects with raised funds
The use of the company’s raised funds in 2021 is detailed in the attached table of the special verification opinions comparison table of the use of funds raised by initial public offering.
(II) advance investment and replacement of investment projects with raised funds
In order to smoothly promote the construction of raised investment projects, the company will use self raised funds to invest in the raised investment projects first according to the actual situation of the project progress before the raised funds are in place. On June 2, 2021, the ninth meeting of the third board of directors and the fifth meeting of the third board of supervisors deliberated and passed the proposal on using raised funds to replace self raised funds invested in projects with raised funds in advance and paid issuance expenses, and agreed to use raised funds to replace self raised funds invested in projects with raised funds in advance of 193561 million yuan, Use the raised funds to replace the self raised funds of 2.9097 million yuan that have paid the issuance expenses (excluding value-added tax).
The independent directors of the company and the recommendation institution have expressed their consent. Zhonghui Certified Public Accountants (special general partnership) issued the verification report on Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) using self raised funds to invest in projects funded by raised funds in advance and pay issuance expenses (Zhonghui kuaijin [2021] No. 5026) on June 2, 2021.
As of December 31, 2021, all the above raised funds have been replaced.
(III) temporary replenishment of working capital with idle raised funds
On November 10, 2021, the 14th meeting of the third board of directors and the 8th meeting of the third board of supervisors deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. It is agreed that the company will temporarily supplement the working capital with idle raised funds with an amount of no more than RMB 70 million (including this amount) without affecting the implementation of the investment project of raised funds and the use of raised funds. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company. For details, see the announcement on temporarily replenishing working capital with some idle raised funds disclosed by the company on November 11, 2021 (Announcement No.: 2021029). The independent directors of the company issued special independent opinions on this matter, and the recommendation institution issued clear verification opinions on this matter.
As of December 31, 2021, the company used idle raised funds to temporarily supplement working capital, totaling RMB 25 million.
(IV) cash management and investment of idle raised funds in related products
On June 2, 2021, the ninth meeting of the third board of directors and the fifth meeting of the third board of supervisors deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company would use idle raised funds for cash management without affecting the safety of raised funds and changing the use of raised funds and the use schedule of raised project funds, Limited to financial products with high security, good liquidity and guaranteed principal (including but not limited to structured deposits, agreement certificates of deposit, call deposits, time deposits, large certificates of deposit, income certificates, etc.) with a term of no more than 12 months, with a total amount of no more than 80 million yuan. The authorization period has been reviewed and approved by the board of directors of the company, and independent directors, the board of supervisors It shall be valid within 12 months from the date when the recommendation institution or independent financial adviser gives an explicit consent. For details, see the announcement on cash management using temporarily idle raised funds disclosed by the company on June 3, 2021 (Announcement No.: 2021005).
As of December 31, 2021, the company has not used idle raised funds for cash management and investment in related products.
(V) permanent replenishment of working capital or repayment of bank loans with over raised funds.
As of December 31, 2021, the company did not permanently supplement working capital or repay bank loans with over raised funds.
(VI) use of fund-raising funds for projects under construction and new projects (including acquisition of assets, etc.).
As of December 31, 2021, the company has not used the over raised funds for projects under construction and new projects (including the acquisition of assets, etc.).
(VII) use of surplus raised funds.
As of December 31, 2021, the company has no use of surplus raised funds.
4、 Change the use of funds of raised investment projects
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
The disclosure of the use of the company’s raised funds is consistent with the actual use, and there is no failure to make timely, true, accurate and complete disclosure, nor is there any illegal use of the raised funds.
6、 Concluding comments on the special verification report issued by the recommendation institution on the deposit and actual use of the company’s annual raised funds
The sponsor believes that the deposit and actual use of the company’s raised funds in 2021 comply with 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 Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange Relevant laws and regulations such as the guidelines for self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the provisions of the company’s fund-raising management system have carried out special account storage and special use of the raised funds. 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.
Attached table:
Comparison table of the use of funds raised by initial public offering
Unit: RMB 10000
The total amount of raised funds is 1984052, and the total amount of raised funds invested in this year is 1214940
The total amount of raised funds for change of purpose is 0.00
The accumulated total amount of raised funds invested is 1214940, and the proportion of total raised funds with changed purposes is 0.00%
The accumulated investment in the current year by the end of the period has changed, and the investment commitment after the adjustment of the raised funds has been made. The amount of the current year by the end of the period and the committed investment have reached the expected reality by the end of the period, and whether the committed investment projects have been issued (including the difference progress (%) of total investment amount, total investment amount and cumulative investment amount) the part that is expected to change significantly
