Stock Code: 688033 securities abbreviation: Beijing Tianyishangjia New Material Corp.Ltd(688033) Announcement No.: 2022-008 Beijing Tianyishangjia New Material Corp.Ltd(688033)
Report on the use of previously raised funds
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
According to the provisions on the report on the use of previously raised funds issued by China Securities Regulatory Commission, Beijing Tianyishangjia New Material Corp.Ltd(688033) (hereinafter referred to as “the company” or “the company”), the report on the use of previously raised funds as of November 30, 2021 has been prepared.
1、 Basic information of previously raised funds
(I) actual amount of funds raised and time of funds in place
The company is approved to publicly issue RMB 47880000.00 ordinary shares to the public with the registration consent of “zjxk [2019] No. 1211” document of China Securities Regulatory Commission. The par value of RMB ordinary shares in this public offering is RMB 1.00 per share, the issue price per share is RMB 20.37, and the total amount of funds raised is RMB 975315600.00. As verified by the capital verification report of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) “Zhonghuan Yan Zi (2019) No. 010049”, as of July 18, 2019, the company had raised a total of RMB 975315600.00, after deducting after tax recommendation and underwriting fees, audit and verification fees, lawyer fees, information disclosure fees and printing fees After the issuance registration fee, initial listing fee, stamp duty and other issuance expenses totaling RMB 107502743.48, the net amount of raised funds was RMB 867812856.52.
(II) use and balance of previously raised funds
As of November 30, 2021, the use and balance of the raised funds of the company are as follows:
Time and amount (yuan)
The total amount of funds raised on July 18, 2019 was 975315600.00
Less: recommendation and underwriting fee 77735849.06
The amount of raised funds received on July 18, 2019 was 897579750.94
Less: payment of other issuance expenses 29766894.42
The actual amount of raised funds is 867812856.52
Time and amount (yuan)
Add: accumulated interest income 57616136.78
Less: used amount of investment projects with raised funds 259869436.58
Less: temporary supplementary working capital of raised funds 156212900.00
On November 30, 2021, the balance of raised funds was 509346656.72
Including: cash management balance on November 30, 2021 (note) 450000000.00
On November 30, 2021, the balance of the special account for raised funds was 59346656.72
Note: it refers to structural deposits and call deposits purchased by the company with idle raised funds. For details, see II. 5. Temporary idle raised funds and unused raised funds in this report.
(III) deposit of the previously raised funds in the special account
According to the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange, the company signed the tripartite supervision agreement on the storage of special accounts for raised funds with the recommendation institution China Securities Co.Ltd(601066) and the commercial bank China Everbright Bank Company Limited Co.Ltd(601818) Beijing Olympic sub branch that deposits the raised funds on July 11, 2019. After the company changed the investment project of raised funds in July 2020, the company signed the tripartite supervision agreement on the storage of raised funds with China Securities Co.Ltd(601066) and Bank Of China Limited(601988) Mianyang Branch, the superior branch of the business department of Jiangyou sub branch, the commercial bank that deposited the raised funds, on October 27, 2020. The above agreement specifies the relevant responsibilities and obligations of the company, the sponsor and the commercial bank storing the raised funds. There is no significant difference between the tripartite supervision agreement and the tripartite supervision agreement on special account storage of raised funds (model) of Shanghai Stock Exchange. As of November 30, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the tripartite supervision agreement.
As of November 30, 2021, the specific deposit of the company’s raised funds is as follows:
Bank account balance of deposit bank (RMB) remarks
China Everbright Bank Company Limited Co.Ltd(601818) Beijing Olympic sub branch 35440188000032316 484343.15
China Everbright Bank Company Limited Co.Ltd(601818) Beijing Olympic sub branch 35440188000032152 0.00
China Everbright Bank Company Limited Co.Ltd(601818) Beijing Olympic sub branch 35440188000032234 49374761.11
Bank Of China Limited(601988) Jiangyou sub branch business department 122619128858 9487552.46
Total – 59346656.72
2、 Actual use of previously raised funds
1. Comparison of the use of previously raised funds
As of November 30, 2021, the actual use of the previously raised funds is shown in Annex 1 “comparison table of the use of the previously raised funds”.
2. Changes in the previously raised funds
(1) Change of the raised capital investment project “brake pad R & D and intelligent manufacturing demonstration production line project of 160 km / h power centralized EMU”
On August 14, 2020, the third extraordinary general meeting of shareholders of the company in 2020 deliberated and approved the proposal on changing part of the raised capital investment projects, and agreed to change the original raised capital investment project “brake pad R & D and intelligent manufacturing demonstration production line project of 160 km / h power centralized EMU” to ” Beijing Tianyishangjia New Material Corp.Ltd(688033) intelligent transportation Digital Technology Industrial Park project”.
(2) Change of the raised capital investment project “600000 pieces of rail transit locomotive and vehicle brake pads and brake shoes project”
On September 24, 2021, the second extraordinary general meeting of the company in 2021 deliberated and approved the proposal on changing the investment projects of raised funds, It is agreed that the company will change the original raised capital investment project “600000 pieces of rail transit locomotive and vehicle brake pads and brake shoes project” to “300000 pieces of rail transit vehicle brake pads / brake shoes, 300000 sets of automobile brake pads and 4125000 sets of automobile accessories project”. The investment amount of the raised funds changed is 260 million yuan. Part of the raised funds changed this time is 146.45 million yuan for investment and construction of new projects, and the rest of the raised funds will continue to be deposited in the special account for raised funds, which will be arranged in accordance with the requirements of relevant laws and regulations when the company’s investment project plan is mature.
3. Description of the difference between the actual total investment and the committed total investment of the previous raised funds project
See Annex 1 “comparison table of the use of previously raised funds” for details of differences and reasons.
4. Investment projects of previously raised funds that have been transferred or replaced
The company has no external transfer or replacement of the investment projects with the previously raised funds.
5. Temporary idle raised funds and unused raised funds
On August 19, 2019, the seventh meeting of the second board of directors and the second meeting of the second board of supervisors deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company would not affect the progress of investment projects with raised funds, the normal production and operation of the company and ensure the safety of funds, Use temporarily idle raised funds with an amount not exceeding RMB 800 million (including this amount) for cash management. Within the above limits, the funds can be used on a rolling basis, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
On July 3, 2020, the company held the 14th meeting of the second board of directors and the 6th meeting of the second board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company would not affect the progress of investment projects with raised funds, the normal production and operation of the company and the safety of funds, Use the temporarily idle raised funds with a limit of no more than RMB 800 million (including this amount) for cash management for investment in principal guaranteed financial products (including structured deposits, agreed deposits, call deposits
Time deposits, certificates of deposit, etc.), within the above limits, the funds can be used on a rolling basis, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
On July 16, 2021, the company held the 28th meeting of the second board of directors and the 16th meeting of the second board of supervisors, deliberated and adopted the proposal on cash management with temporarily idle raised funds, and agreed that the company would not affect the progress of investment projects with raised funds, the normal production and operation of the company and ensure the safety of funds, Use the temporarily idle raised funds with a limit of no more than RMB 730 million (including this amount) for cash management for capital guaranteed financial products (including structured deposits, agreed deposits, call deposits, time deposits, large certificates of deposit, etc.) with high investment safety, good liquidity and the issuer is a financial institution with capital guaranteed commitment. Within the above limit, The funds can be used on a rolling basis, and the service life is valid within 12 months from the date of deliberation and approval by the board of directors and the board of supervisors of the company.
On October 18, 2021, the company held the 32nd meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on the company’s use of over raised funds to permanently supplement working capital and the proposal on the company’s use of some idle over raised funds to temporarily supplement working capital, It is agreed that the company will use the over raised funds of 66 million yuan (accounting for 29.70% of the total over raised funds of the company) to permanently supplement the working capital, and temporarily supplement the idle over raised funds of 156.2129 million yuan to the working capital. The company uses idle over raised funds to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
On November 29, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the company’s use of over raised funds to permanently supplement working capital, and agreed that the company would use 66 million yuan of over raised funds (accounting for 29.70% of the total over raised funds of the company) to permanently supplement working capital. As of November 30, 2021, the above funds have not been withdrawn from the special account for raised funds.
As of November 30, 2021, the balance of the company using some idle raised funds for cash management was
450000000.00 yuan. The company uses idle raised funds for cash management, as follows:
Order trustee product name product term expected annual amount (yuan) actual receipt income whether to redeem nominal income
China China Everbright Bank Company Limited Co.Ltd(601818) share structure
1. Deposit of Beijing Branch of Co., Ltd. 2021.1.4-2021.4.6 2.85% 600000000.00 4370000.00 yes
Beijing Olympic sub branch
China China Everbright Bank Company Limited Co.Ltd(601818) share structure
2. Deposit of Beijing Branch of Co., Ltd. 2021.4.6-2021.6.30 3.00% 600000000.00 4200000.00 yes
Beijing Olympic sub branch
China China Everbright Bank Company Limited Co.Ltd(601818) stock notice deposit
3 Co., Ltd. Beijing Branch
