First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd
About Oriental Energy Co.Ltd(002221)
Special verification report on the deposit and use of raised funds in 2021
First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as “Yichuang investment bank” or “recommendation institution”) as the recommendation institution of Oriental Energy Co.Ltd(002221) (hereinafter referred to as ” Oriental Energy Co.Ltd(002221) ” and “company”) for non-public offering of shares in 2015, in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies The stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other laws and regulations have verified the deposit and use of Oriental Energy Co.Ltd(002221) the raised funds in 2021. The verification results are as follows: 1 Basic information of raised funds (I) amount of raised funds and time of arrival
Approved by the reply on approving Oriental Energy Co.Ltd(002221) non-public Development Bank shares (zjxk [2016] No. 993) of China Securities Regulatory Commission, the company issued 228346456 RMB ordinary shares (A shares) in September 2016, with an issue price of 12.70 yuan / share and a total raised capital of 28999999120 yuan. The net amount of raised funds after deducting the issuance expenses of 1824733530 yuan is 288175265590 yuan. The net amount of the above raised funds has been verified and confirmed by Jiangsu Suya Jincheng certified public accountants, and the capital verification report (Suya Yan [2016] No. 57) has been issued. (II) amount of raised funds used in the current year and balance at the end of the period
The company has used 19365197 million yuan of raised funds in previous years, and the net amount of bank deposit interest and wealth management income received in previous years after deducting bank handling fees is 1797102 million yuan; The actual use of the raised funds in 2021 was 276252200 yuan; The net amount of bank deposit interest and wealth management income received in 2021 after deducting bank handling charges is 5.3403 million yuan; The accumulated used raised capital is 2212771900 yuan, and the accumulated net amount of bank deposit interest and wealth management income minus bank handling fees is 1850505 million yuan.
As of December 31, 2021, the balance of the company’s raised funds was 8540312 million yuan, of which the balance deposited in the special account for raised funds was 1351312 million yuan, and the balance of using idle raised funds to temporarily supplement working capital was 71.89 million yuan. 2、 Management and storage of raised funds (I) management of raised funds
In order to standardize the management and use of raised funds, the management system of raised funds is formulated in accordance with the provisions of normative documents such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, Oriental Energy Co.Ltd(002221) combined with the actual situation. According to the system, Oriental Energy Co.Ltd(002221) the raised funds are stored in a special account. During the reporting period, Oriental Energy Co.Ltd(002221) in accordance with the provisions and requirements of the management system of raised funds, effectively supervised and managed the storage and use of raised funds to ensure the construction of investment projects with raised funds. When using the raised funds, strictly perform the corresponding application and approval procedures, timely notify the recommendation institution, and accept the supervision of the recommendation representative at any time.
In October 2016, Oriental Energy Co.Ltd(002221) and Agricultural Bank Of China Limited(601288) Zhangjiagang branch, China Minsheng Banking Corp.Ltd(600016) Nanjing Branch, Industrial And Commercial Bank Of China Limited(601398) Zhangjiagang branch, China Construction Bank Corporation(601939) Zhangjiagang Gangcheng sub branch, Bank Of Communications Co.Ltd(601328) Zhangjiagang branch China Zheshang Bank Co.Ltd(601916) Ningbo Yinnan small and micro enterprise franchise sub branch and the sponsor First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. signed the tripartite supervision agreement on Oriental Energy Co.Ltd(002221) raised funds. In November 2016, in November 2016, November 2016, the year of November 2016, in November 2016, the year of the year of the year of the year of the ‘ Oriental Energy Co.Ltd(002221) tripartitesupervision agreement on ( raised funds. Due to the company’s change in the purpose of the raised funds, in June 2018, Oriental Energy Co.Ltd(002221) and its subsidiary Ningbo baidinian liquefied petroleum gas Co., Ltd. (hereinafter referred to as “Ningbo baidinian”) signed the tripartite supervision agreement on the raised funds with Industrial And Commercial Bank Of China Limited(601398) Ningbo Daxie sub branch, Bank Of Communications Co.Ltd(601328) Ningbo branch business department and the sponsor First Capital Securities Co.Ltd(002797) securities underwriting sponsor Co., Ltd. In January 2019, Oriental Energy Co.Ltd(002221) and its subsidiary Ningbo new materials signed the tripartite supervision agreement on Oriental Energy Co.Ltd(002221) raised funds with Bank Of Communications Co.Ltd(601328) Ningbo Xiaowen Street sub branch, Ningbo Daxie sub branch of Agricultural Bank of China and First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd. In April 2019, Oriental Energy Co.Ltd(002221) and its subsidiary Ningbo new materials signed the tripartite supervision agreement for Oriental Energy Co.Ltd(002221) raised funds with Industrial And Commercial Bank Of China Limited(601398) Ningbo Daxie sub branch and the sponsor First Capital Securities Co.Ltd(002797) securities underwriting and recommendation Co., Ltd.
There is no significant difference between the above tripartite supervision agreement on raised funds and the model tripartite supervision agreement issued by Shenzhen Stock Exchange; All parties concerned strictly followed the agreement, and the tripartite supervision agreement on raised funds was well performed without other major problems. (II) storage of raised funds in special account
The company has opened special accounts for raised capital in each bank that has signed the tripartite supervision agreement for raised capital. As of December 31, 2021, the specific deposits of non-public offering raised funds in the special account for raised capital in 2015 are as follows:
Account balance of deposit bank (yuan)
Agricultural Bank Of China Limited(601288) 10528 Zhangjiagang Zhonghuan Hailu High-End Equipmentco.Ltd(301040) 05510016325963 Zhangjiagang branch
China Minsheng Banking Corp.Ltd(600016) 698365369 – Nanjing Branch (Note 1)
Industrial And Commercial Bank Of China Limited(601398) 11020285290 Shenzhen Center Power Tech.Co.Ltd(002733) 8967563.55 Zhangjiagang branch
China Construction Bank Corporation(601939) 3225019862550 China Tianying Inc(000035) 589221.76 Zhangjiagang Gangcheng sub branch
Bank Of Communications Co.Ltd(601328) Zhangjiagang branch 3253875090188 China Union Holdings Ltd(000036) 5425617.95
China Zheshang Bank Co.Ltd(601916) Ningbo 332 Guangdong Hongtu Technology (Holdings) Co.Ltd(002101) 01201 Norinco International Cooperation Ltd(000065) 9128924568 technology sub branch (Note 2)
Agricultural Bank Of China Limited(601288) 3935200104013866325197617 Ningbo Daxie sub branch
Industrial And Commercial Bank Of China Limited(601398) 39012100380 Digital China Group Co.Ltd(000034) 0767990454 Ningbo Daxie sub branch
Bank Of Communications Co.Ltd(601328) Ningbo 33200627101801022541211389962570 branch business department
Bank Of Communications Co.Ltd(601328) Ningbo 332006271018010280383349423976 branch business department
Industrial And Commercial Bank Of China Limited(601398) 3901210029 Shahe Industrial Co.Ltd(000014) 65014469304 Ningbo Daxie sub branch
Industrial And Commercial Bank Of China Limited(601398) 39012100291 Ping An Bank Co.Ltd(000001) 40 – Ningbo Daxie sub branch
Account balance of deposit bank (yuan)
Bank Of Communications Co.Ltd(601328) Ningbo 33200625201801006046736739294 Xiaowen Street sub branch (Note 3)
Agricultural Bank Of China Limited(601288) 3935200104017800556728751 Ningbo Daxie sub branch
Industrial And Commercial Bank Of China Limited(601398) 39012100290 Anhui Fengyuan Pharmaceutical Co.Ltd(000153) 0491185.45 Ningbo Daxie sub branch
Total 13513121368
Note 1: 698365369 the account was closed with interest settlement on November 2, 2016.
Note 2: China Zheshang Bank Co.Ltd(601916) Ningbo Yinnan small and micro enterprise franchise sub branch was renamed China Zheshang Bank Co.Ltd(601916) Ningbo Science and technology sub branch on January 4, 2022. Note 3: Bank Of Communications Co.Ltd(601328) Ningbo Xiaowen Street sub branch was renamed Bank Of Communications Co.Ltd(601328) Ningbo Gulou sub branch on July 26, 2019. 3、 Actual use of raised funds in 2021 (I) use of funds for fund-raising investment projects
See attached table 1 comparison table for the use of raised funds for investment projects with raised funds. (II) advance investment and replacement of investment projects with raised funds
In order to ensure the smooth implementation of the investment projects with raised funds, before the funds raised this time are in place, the company pre invested one of the investment projects with raised funds with self raised funds: acquiring 44% equity of Yangzi River petrochemical. As of September 27, 2016, the cumulative amount of the company’s self raised funds invested in the projects with raised funds in advance was RMB 500 million, and the self raised funds planned to replace the projects with raised funds in advance were RMB 500 million.
The 28th meeting of the third board of directors of the company in 2016 resolved: “If the net amount of funds actually raised in this non-public offering is less than the total amount of funds to be invested in the above projects, the insufficient part of the funds raised shall be raised by the company itself; if there is any surplus of the funds raised, it will be used to supplement the working capital; if the time when the funds raised are in place is inconsistent with the progress of project implementation, the company can invest other funds first according to the actual situation and replace them after the funds raised are in place.” The board of supervisors, independent directors and recommendation institutions of the company expressed their consent. In November 2016, the company replaced the project with an initial investment of 500 million yuan. (III) purpose and destination of unused raised funds
As of December 31, 2021, part of the unused raised funds had been deposited in the special account for raised funds opened by the company and its subsidiaries Ningbo new materials and Ningbo century, and the balance of the special account for raised funds was 1351312 million yuan. (IV) temporary replenishment of working capital with idle raised funds
At the 17th meeting of the 5th board of directors held on October 14, 2020, the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. It is agreed to use the idle raised funds of no more than RMB 1 million to temporarily supplement the working capital for the production and operation related to the company’s main business. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds upon expiration. During the service life, the company has used idle raised funds to temporarily supplement working capital of RMB 718.9 million. As of October 11, 2021, the company has returned all the raised funds of RMB 718.9 million for temporary replenishment of working capital to the special account for raised funds of the company, with a service life of no more than 12 months.
At the 30th meeting of the 5th board of directors held on October 12, 2021, the company deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. It is agreed to use the idle raised funds of no more than RMB 90 million to temporarily supplement the working capital for the production and operation related to the company’s main business. The service life shall not exceed 12 months from the date of deliberation and approval by the board of directors, and will be returned to the special account for raised funds upon expiration. From October 12, 2021 to December 31, 2021, the company has used idle raised funds to temporarily supplement working capital of RMB 718.9 million.
As of December 31, 2021, the balance of working capital temporarily supplemented by idle raised funds was 718.9 million yuan. 4、 Change the use of funds for investment projects with raised funds
1. At the 21st Meeting of the 4th board of directors held on April 25, 2018, the company deliberated and adopted the proposal on changing the purpose of some raised funds. On May 18, 2018, the company held the 2017 annual general meeting of shareholders and agreed to change the purpose of some raised funds.
2. At the 33rd meeting of the 4th board of directors held on January 8, 2019, the company deliberated and adopted the proposal on changing the purpose of some raised funds. On January 25, 2019, the company held the first extraordinary general meeting of shareholders in 2019 and agreed to change the purpose of some raised funds.
See attached table 2 for details of the use of funds for the project invested by the changed raised funds. 5、 Problems in the use and disclosure of raised funds
