Zhongji Innolight Co.Ltd(300308) 2021 special report and assurance report on the deposit and actual use of raised funds
Verification report on the special report on the deposit and actual use of raised funds
PwC zttsz (2022) No. 3421 (Page 1 of 2) Zhongji Innolight Co.Ltd(300308) board of directors:
We are entrusted to carry out reasonable assurance on the special report of Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as " Zhongji Innolight Co.Ltd(300308) ") on the deposit and actual use of raised funds in 2021 (hereinafter referred to as "special report on the deposit and actual use of raised funds").
Zhongji Innolight Co.Ltd(300308) the responsibility of the management is in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) announced by the China Securities Regulatory Commission [2022] No. 15 A special report on the deposit and actual use of raised funds shall be prepared in accordance with the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the announcement format of self regulatory guidelines for companies listed on the gem No. 2 - special report format for the annual deposit and use of raised funds of listed companies No. 21 issued by Shenzhen Stock Exchange. This responsibility includes designing, implementing and maintaining the internal control related to the preparation of the special report on the storage and actual use of raised funds, and ensuring that the special report on the storage and actual use of raised funds is true, accurate and complete, and there are no false records, misleading statements or major omissions.
It is our responsibility to express opinions on the actual use of the raised funds on the basis of the verification report. We have carried out the assurance work in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standard requires us to abide by the code of professional ethics, plan and implement the assurance work, so as to whether the special report on the deposit and actual use of raised funds is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies (Revised in 2022) announced by China Securities Regulatory Commission [2022] No. 15 in all major aspects The Shenzhen Stock Exchange issued the "Shenzhen Stock Exchange GEM listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies" and the "GEM listed companies self regulatory guidelines No. 2 announcement format - No. 21 special report format on the annual deposit and use of raised funds of listed companies", It truthfully reflects the deposit and actual use of the raised funds in Zhongji Innolight Co.Ltd(300308) 2021 in all major aspects, and obtains reasonable assurance.
Assurance report on the special report on the deposit and actual use of raised funds (Continued)
PwC zttsz (2022) No. 3421 (page 2 of 2) the assurance of reasonable assurance involves the implementation of assurance procedures, In order to obtain the special report on the deposit and actual use of raised funds, whether it is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) announced by China Securities Regulatory Commission [2022] No. 15 in all major aspects The Shenzhen Stock Exchange issued the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the announcement format of the guidelines for self-discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 2 - special report format for the annual deposit and use of raised funds of listed companies No. 21, Sufficient and appropriate evidence that truthfully reflects the deposit and actual use of the raised funds in Zhongji Innolight Co.Ltd(300308) 2021 in all major aspects. The selected assurance procedure depends on our professional judgment, including the assessment of the risk of material misstatement in the special report on the deposit and actual use of raised funds due to fraud or error. In the process of performing assurance work, we implement understanding, inquiry, inspection, recalculation and other procedures that we deem necessary. We believe that the evidence we have obtained is sufficient and appropriate, which provides a basis for issuing assurance opinions.
We believe that the above special report on the deposit and actual use of raised funds is in accordance with the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) announced by China Securities Regulatory Commission [2022] No. 15 in all major aspects The Shenzhen Stock Exchange issued the guidelines on self-regulation of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the announcement format of self-regulation guidelines of listed companies on the gem of Shenzhen Stock Exchange No. 2 - special report format on the annual deposit and use of raised funds of listed companies No. 21, And truthfully reflected the deposit and actual use of the raised funds in Zhongji Innolight Co.Ltd(300308) 2021 in all major aspects.
This report is only for the purpose of Zhongji Innolight Co.Ltd(300308) disclosing in the 2021 annual report in accordance with the above requirements, and shall not be used for any other purpose.
PricewaterhouseCoopers Zhongtian certified public accountant
Accounting firm (special general partnership) Wang Chao
Certified public accountant of Shanghai, China
April 21, 2022 Chen Li
Special report on the deposit and actual use of raised funds in 2021 the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. 1、 Basic information of raised funds 1. Non public offering of shares in 2019
According to the reply on the approval of Zhongji Innolight Co.Ltd(300308) non-public offering of shares (zjxk [2019] No. 24 document) issued by China Securities Regulatory Commission on January 8, 2019, Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as "the company" or " Zhongji Innolight Co.Ltd(300308) ") issued 34378038 RMB ordinary shares (A shares) to 5 specific investors to raise supporting funds at an issue price of 45.26 yuan per share, The total amount of raised funds is 155594999988 yuan. After deducting the issuance expenses of 3336536904 yuan, the actual net amount of raised funds is 152258463084 yuan (hereinafter referred to as "2019 raised funds").
All the above raised funds were in place on March 22, 2019 and have been verified by PwC Zhongtian Certified Public Accountants (special general partnership), and PwC Zhongtian Yan Zi (2019) No. 0206 capital verification report has been issued.
As of December 31, 2021, the company has used 29562273374 yuan of 2019 raised funds in this year, and the cumulative total amount of raised funds used is 158888999536 yuan. There is no unused raised funds, the projects of raised funds have been closed, and the special accounts of raised funds have been cancelled; The difference between the total amount of raised funds minus the total accumulated amount of raised funds used is the bank interest received (deducting handling fees) of RMB 3378397209 and the balance of account cancellation and transfer out of the bank account of raised funds of RMB 84397661. 2. Issuance of shares to specific objects in 2021
According to the reply on Approving the registration of Zhongji Innolight Co.Ltd(300308) issuing shares to specific objects (zjxk [2021] No. 2719) issued by China Securities Regulatory Commission on August 18, 2021, Zhongji Innolight Co.Ltd(300308) issued 87080000 ordinary shares (A shares) to 15 specific objects, with an issue price of 31.00 yuan per share and a total raised capital of 269948000000 yuan, after deducting the issue expenses of 3436224168 yuan, The net amount of funds actually raised is RMB 266511775832 (hereinafter referred to as "funds raised in 2021"). All the above raised funds have been in place on October 13, 2021, which has been verified by PwC Zhongtian Certified Public Accountants (special general partnership), and PwC Zhongtian Yan Zi (2021) No. 1009 capital verification report has been issued.
As of December 31, 2021, the company used RMB 85356978471 of the raised funds in 2021 in this year, the total amount of the raised funds used was RMB 85356978471, and the unused raised funds were RMB 1852215879 The difference between the balance of the raised funds minus the total amount of the accumulated used raised funds and the balance of the unused raised funds is 630566406 yuan of bank interest received (deducting handling charges).
Special report on the deposit and actual use of raised funds in 2021 II. Management of raised funds 1. Management of raised funds
In order to standardize the use and management of the company's raised funds, improve the use efficiency of the raised funds, prevent the use risks of the raised funds, ensure the safe use of the raised funds and protect the interests of investors, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the measures for the administration of initial public offering and listing on the gem The company has formulated the measures for the administration of the use of Zhongji Innolight Co.Ltd(300308) raised funds (hereinafter referred to as the "administrative measures") and opened a special account for raised funds in accordance with the requirements of 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 of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the articles of association, It is only used to store, use and manage the raised funds of this non-public offering. (1) Management of raised funds in 2019
According to the management measures, on April 9, 2019, the company signed the tripartite supervision agreement on raised funds with the special account bank Agricultural Bank Of China Limited(601288) Longkou zhuyou sub branch, huangchengdong market branch of Longkou sub branch of Hengfeng Bank Co., Ltd., Industrial And Commercial Bank Of China Limited(601398) Nanshan Road branch of Longkou sub branch, China Everbright Bank Company Limited Co.Ltd(601818) Yantai Longkou sub branch and the sponsor Gf Securities Co.Ltd(000776) (hereinafter referred to as " Gf Securities Co.Ltd(000776) ).
Since the investment projects of the raised funds are organized and implemented by Suzhou xuchuang Technology Co., Ltd. (hereinafter referred to as "Suzhou xuchuang"), a wholly-owned subsidiary of the company, and Tongling xuchuang Technology Co., Ltd. (hereinafter referred to as "Tongling xuchuang"), Suzhou xuchuang and Tongling xuchuang have opened special accounts for the raised funds respectively, which are only used to store, use and manage the raised funds of this non-public offering.
signed the tripartite supervision agreement on raised funds.
Zhongji Innolight Co.Ltd(300308) (a 1), Suzhou xuchuang (a 2) and Tongling xuchuang (a 3) signed the tripartite supervision agreement on raised funds with the special account bank Agricultural Bank Of China Limited(601288) Tongling Tongdu sub branch, Bank Of China Limited(601988) Tongling branch and Gf Securities Co.Ltd(000776) respectively.
There is no significant difference between the above agreement and the tripartite supervision agreement (model) on raised funds of Shenzhen Stock Exchange. The company has strictly followed and performed the raised funds in order to facilitate the management and use of raised funds and supervise their use, so as to ensure that the special funds are used for special purposes.
Special report on the deposit and actual use of raised funds in 2021 II. Management of raised funds (Continued) 1. Management of raised funds (Continued) (2) management of raised funds in 2021
According to the administrative measures, in October 2021, the company signed the tripartite supervision agreement on raised funds with the special account bank China Merchants Bank Co.Ltd(600036) Suzhou Branch, Bank Of China Limited(601988) Suzhou Industrial Park Branch, China Citic Bank Corporation Limited(601998) Yantai Branch, Longkou branch of Hengfeng Bank Co., Ltd., Industrial And Commercial Bank Of China Limited(601398) Longkou branch and the sponsor Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) ).
In view of the fact that the raised capital investment project Suzhou xuchuang optical module business headquarters and R & D center construction project, Suzhou xuchuang high-end optical module production base project and supplementary working capital and bank loan repayment project are organized and implemented by Suzhou xuchuang, with regard to the construction project of Suzhou xuchuang optical module business headquarters and R & D center, Zhongji Innolight Co.Ltd(300308) (Party A 1) and Suzhou xuchuang (Party A 2) signed the tripartite supervision agreement on raised funds with the special account bank Bank Of Ningbo Co.Ltd(002142) Suzhou Branch and Guotai Junan Securities Co.Ltd(601211) of raised funds; For the project of Suzhou xuchuang high-end optical module production base, Zhongji Innolight Co.Ltd(300308) (a 1) and Suzhou xuchuang (a 2) signed the tripartite supervision agreement on raised funds with the special account bank Agricultural Bank Of China Limited(601288) Suzhou area branch of Jiangsu pilot free trade zone and Guotai Junan Securities Co.Ltd(601211) ; For the projects of replenishing working capital and repaying bank loans, Zhongji Innolight Co.Ltd(300308) (a 1) and Suzhou xuchuang (a 2) signed the tripartite supervision agreement on raised funds with Jiangsu Branch of Export Import Bank of China, China Construction Bank Corporation(601939) Suzhou Industrial Park Branch, Bank Of Communications Co.Ltd(601328) Suzhou Branch of Jiangsu pilot Free Trade Zone, Industrial Bank Co.Ltd(601166) Suzhou Branch and Guotai Junan Securities Co.Ltd(601211) respectively. In view of the investment project of the raised funds, Tongling xuchuang high-end optical module production base project is invested by Suzhou xuchuang and Suzhou, a wholly-owned subsidiary of the company
