Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd
About Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Verification opinions on the deposit and use of raised funds in 2021
Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Changjiang recommendation” and “this recommendation institution”) as a recommendation institution of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) (hereinafter referred to as “company” and ” Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) “) for initial public offering of shares and listing on GEM, in accordance with the administrative measures for securities issuance and listing recommendation business In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc., the annual deposit and use of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) raised funds have been carefully verified, The details of verification are as follows:
1、 Overview of the basic situation of the raised funds
(I) funds raised from initial public offering
Approved by the reply on Approving the registration of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) initial public offering of shares (zjxk [2021] No. 2115) issued by China Securities Regulatory Commission, the company issued 10.6 million ordinary shares (A shares) in RMB for the initial public offering, with the issuing price of 48.52 yuan / share, and the total amount of actually raised funds was 51431200000 yuan, deducting the underwriting and recommendation fees paid this time of 3585079245 yuan, And other issuance expenses of RMB 1608361001, and the net amount of actually raised funds is RMB 46237759754, of which the increased registered capital (share capital) is RMB 10 Shanghai Pudong Development Bank Co.Ltd(600000) 00 (in words: RMB ten million and six hundred thousand only), and the capital premium is RMB 45177759754. All the above raised funds were in place on July 22, 2021, which has been verified by Lixin Certified Public Accountants (special general partnership), and the capital verification report (xksbz [2021] No. za15201) was issued on July 22, 2021.
(II) use and balance of raised funds
As of December 31, 2021, the company has accumulated net raised funds of 46237759754 yuan, and the amount of raised funds used in 2021 was 18536204656 yuan. As of December 31, 2021, the balance of the raised funds account is RMB 27961234607 (including structural deposit of RMB 7290000000 and securities account (investment deposit) of RMB 5000000000).
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management of the raised funds of the company and protect the rights and interests of investors, in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies and other relevant laws and regulations, as well as the relevant normative documents of the China Securities Regulatory Commission, Combined with the actual situation of the company, the company has formulated the measures for the management of raised funds to implement the special account storage management of the raised funds.
According to the measures for the administration of raised funds, the company and the sponsor Changjiang Securities Company Limited(000783) underwriting and recommendation Co., Ltd., the deposit bank of raised funds, Jinqiao sub branch of Shanghai Pudong Development Bank, China Merchants Bank Co.Ltd(600036) Shanghai Dongfang Branch and Bank Of Ningbo Co.Ltd(002142) Shanghai branch respectively signed the tripartite supervision agreement on the special account storage of raised funds (hereinafter referred to as the “tripartite supervision agreement”), which defined the rights and obligations of all parties. There is no significant difference between the contents of the tripartite supervision agreement and the tripartite supervision agreement for raised funds (model) formulated by Shenzhen Stock Exchange. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the measures for the management of raised funds and the tripartite supervision agreement on raised funds.
(II) storage of special account for raised funds
As of December 31, 2021, the deposit of the company’s special account for raised funds is as follows:
Deposit bank account nature bank account number current balance storage form and term
Special account for raised funds 988400788140003
3764932798 current
Shanghai Pudong Development Bank 9884007881400032021 / 12 / 3 bank Jinqiao sub branch special account for raising funds 3761990000000 structural deposit 1-2022 / 1 / 1 4
Special account for raised funds 98840078812 Grandjoy Holdings Group Co.Ltd(000031) 02242123 current account
Deposit bank account nature bank account number current balance storage form and term
three hundred and seventy-seven
98840078812 Shenzhen Sed Industry Co.Ltd(000032) 021 / 12 / 3 special account for raised funds 377500000000 structural deposit 1-2022 / 1 / 1 4
Special account for raised funds 98840078801900003
378766543730 current
98840078810900032021 / 12 / 3 special account for raised funds 3784800000000 structural deposit 1-2022 / 1 / 1 4
Subtotal 8163718651
Special account for raised funds 12190756671088812919184310 current account
China Merchants Bank Co.Ltd(600036) shares have a special account for raising funds 121907566710588 current
Shanghai Dongfang 502565097 Co., Ltd
Special account for raised funds 1219075667106061221283207 current account
Sub total of branch
146430,326.14
Bank Of Ningbo Co.Ltd(002142) shares have a special account for raising funds 70010122003101724154483342 current account
Co., Ltd. Shanghai Branch subtotal 154483342
Investment funds deposited in financial products of Anxin Securities Co., Ltd. 2021 / 12 / 39165000033435000000000
Limited company 1-2022 / 1 / 4 subtotal 5000000000
Total 27961234607
3、 Actual use of raised funds this year
(I) use of funds for investment projects with raised funds
The actual use amount of the company’s raised funds in 2021 is RMB 18536204656. See Schedule 1 comparison table of the use of raised funds for the actual use.
(II) changes in the place and mode of implementation of the project invested with raised funds
The company does not have any change in the implementation location and implementation mode of the projects invested with raised funds.
(III) advance investment and replacement of investment projects with raised funds
On August 13, 2021, the 14th meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self raised funds invested in the raised funds investment projects in advance. After the sponsor issued verification opinions and independent directors issued independent opinions, the company agreed to use the raised funds to replace the self raised funds invested in the raised funds investment projects in advance. Lixin Certified Public Accountants (special general partnership) issued the assurance report of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) self raised funds invested in raised investment projects in advance (Xin Hui Shi Bao Zi [2021] No. za15274). As of December 31, 2021, the company has completed the replacement of RMB 13311833339.
(IV) temporary replenishment of working capital with idle raised funds
As of December 31, 2021, the company has not used idle raised funds to temporarily supplement working capital.
(V) use of surplus raised funds
The company does not use the surplus funds of the raised funds investment projects for other raised funds investment projects or non raised funds investment projects.
(VI) use of over raised funds
1. Permanent replenishment of working capital or repayment of bank loans with over raised funds
The company does not use the over raised funds for permanent replenishment of working capital or repayment of bank loans. 2. Use of over raised funds for projects under construction and new projects (including acquisition of assets, etc.)
The company held the 16th meeting of the second board of directors and the 13th meeting of the second board of supervisors on September 1, 2021, and the third extraordinary general meeting of shareholders in 2021 on September 17, 2021, which deliberated and adopted the proposal on using part of the raised funds to pay part of the equity acquisition funds, It is agreed that the company will use the over raised funds of 37.36 million yuan to pay part of the equity acquisition funds of Shanghai xi’aimushi Architectural Design Co., Ltd. (now renamed “Shanghai hope architectural planning and Design Co., Ltd.) and Shanghai Lixiang architectural design firm (general partnership). As of December 31, 2021, according to the acquisition agreement, RMB 28.02 million of over raised funds have been used to pay for the acquisition of part of the equity of Shanghai xi’aimushi Architectural Design Co., Ltd. (now renamed “Shanghai hope architectural planning and Design Co., Ltd.) and Shanghai Lixiang architectural design firm (general partnership).
During the reporting period, the unused raised funds were deposited in the special account for raised funds opened by the company and will be used for subsequent fund payment of raised funds investment projects and cash management of idle raised funds.
Cash management of idle raised funds and investment of related products are as follows:
According to the resolutions of the 14th meeting of the second board of directors, the 11th meeting of the second board of supervisors and the second extraordinary general meeting of shareholders in 2021, the proposal on the use of some idle raised funds for cash management was deliberated and approved, and it was agreed that the company would not affect the construction progress of the investment projects with raised funds and effectively control the risks, The idle raised funds (including over raised funds) of no more than 340 million yuan are used for cash management for timely purchase of securities issued by commercial banks, securities companies and other financial institutions
