Guotai Junan Securities Co.Ltd(601211)
About the raised funds of Zhongji Innolight Co.Ltd(300308) 2021
Verification opinions on storage and use
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) serves as the continuous supervision organization for Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as ” Zhongji Innolight Co.Ltd(300308) ” and “company”) to issue shares to specific objects, In accordance with the provisions of relevant laws and regulations such as the measures for the administration of funds raised by listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and in combination with the actual situation of the company, Guotai Junan Securities Co.Ltd(601211) securities conducted prudent verification on the deposit and use of raised funds in Zhongji Innolight Co.Ltd(300308) 2021, The specific verification is as follows:
1、 Basic information of raised funds
(I) amount and time of funds raised
1. Non public offering of shares in 2019
With the approval of the reply on approving Zhongji Innolight Co.Ltd(300308) non-public Development Bank shares (zjxk [2019] No. 24) issued by the China Securities Regulatory Commission, the company issued 34378038 RMB ordinary shares (A shares) to 5 specific investors to raise supporting funds at an issue price of 45.26 yuan / share. The total amount of funds raised was 155594999988 yuan, after deducting the issuance expenses of 3336536904 yuan, The net amount of raised funds is 152258463084 yuan. All the above raised funds have been in place. PwC Zhongtian Certified Public Accountants (special general partnership) has verified the raised funds on March 25, 2019 and issued PwC Zhongtian Yan Zi (2019) No. 0206 capital verification report.
2. Issue 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 issued by China Securities Regulatory Commission (zjxk [2021] No. 2719), Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as “the company” or ” Zhongji Innolight Co.Ltd(300308) “) issued 87080000 ordinary shares (A shares) in RMB to 15 specific objects, with an issue price of 31.00 yuan / share and a total raised capital of 2699480000 yuan, After deducting the issuance expenses of 3436224168 yuan, the net amount of raised funds is 266511775832 yuan, including 8708000000 yuan included in the share capital and 257803775832 yuan included in the capital reserve. All the above raised funds have been in place. PwC Zhongtian Certified Public Accountants (special general partnership) verified the raised funds and issued PwC Zhongtian Yan Zi (2021) No. [1009] capital verification report of Zhongji Innolight Co.Ltd(300308) 2021 ordinary shares (A shares) issued to specific objects on October 19, 2021.
(II) use amount and ending balance of raised funds during the reporting period
1. Non public offering of shares in 2019
The company invested 2956227 million yuan of raised funds in 2021, and the total amount invested in raised funds was 158889 million yuan. In 2021, the interest income from the deposit of raised funds was 3.9272 million yuan and the bank service charge was 24500 yuan. As of July 15, 2021, all items of the company’s non-public offering of shares in 2019 have been closed, and the total balance of the special account for raised funds (mainly the interest income generated from the deposit of the original raised funds) of RMB 8062822 has been transferred to the basic account in accordance with relevant regulations. Please refer to “III. actual use of raised funds during the reporting period” for the specific use of raised funds.
2. Issue of shares to specific objects in 2021
As of December 31, 2021, the company has invested 853569800 yuan of raised funds in 2021, with a total amount of 853569800 yuan. In 2021, the interest income from the deposit of raised funds was 6.3106 million yuan and the bank service charge was 4900 yuan. As of December 31, 2021, the balance of the company’s special account for raised funds was 1852215900 yuan. Please refer to “III. actual use of raised funds during the reporting period” for the specific use of raised funds.
2、 Management of raised funds
(I) management of raised funds
1. Non public offering of shares in 2019
Whereas the investment projects of the raised funds are organized and implemented by Suzhou xuchuang, a wholly-owned subsidiary of the company, and Tongling xuchuang Technology Co., Ltd. (hereinafter referred to as “Tongling xuchuang”), a wholly-owned subsidiary of Suzhou xuchuang. In order to standardize the management and use of the raised funds, improve the efficiency and efficiency of the use of funds and effectively protect the interests of investors, In accordance with the relevant laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, the guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the relevant provisions of the company’s raised funds management system, the special account storage, use and investment direction of raised funds shall be changed Detailed and strict regulations on management and supervision and information disclosure.
(1) In March 2019, the company signed the tripartite supervision agreement on raised funds with the special account banks Agricultural Bank Of China Limited(601288) Longkou sub branch, Hengfeng bank Longkou sub branch, China Industrial And Commercial Bank Of China Limited(601398) Longkou sub branch, China Everbright Bank Company Limited Co.Ltd(601818) Yantai Longkou sub branch and Gf Securities Co.Ltd(000776) (hereinafter referred to as ” Gf Securities Co.Ltd(000776) “).
(2) In the May of 2019, in May 2019, in May 2019, respectively, in the year of May 2019, the 3 Zuming Bean Products Co.Ltd(003030) of agreement.
(3) In February 2020, Zhongji Innolight Co.Ltd(300308) and Suzhou xuchuang signed the tripartite supervision agreement on raised funds with Bank Of China Limited(601988) Suzhou Industrial Park Branch, Bank Of Ningbo Co.Ltd(002142) Suzhou Branch and Gf Securities Co.Ltd(000776) Suzhou Branch, respectively.
2. Issue of shares to specific objects in 2021
In order to standardize the management and use efficiency of the company’s raised funds and protect the legitimate rights and interests of investors, in accordance with the relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the relevant provisions of the company’s management system for raised funds, The company has opened a special account for the raised funds, which is only used to store, use and manage the raised funds from the issuance of shares to specific objects. The details are as follows:
(1) In November 2021, the company signed the tripartite supervision agreement on raised funds with 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 sub branch and the sponsor Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”).
(2) In November 2021, in view of the fund-raising investment project, the construction project of Suzhou xuchuang optical module business headquarters and R & D center and the project of Suzhou xuchuang high-end optical module production base were organized and implemented by Suzhou xuchuang Technology Co., Ltd., a wholly-owned subsidiary of the company, and Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd., a wholly-owned subsidiary of the company, The company and Suzhou xuchuang signed the tripartite supervision agreement on raised funds with the Suzhou Branch of Bank Of Ningbo Co.Ltd(002142) Co., Ltd., a special account bank for raised funds, and the sponsor; For the project of Suzhou xuchuang high-end optical module production base, the company and Suzhou xuchuang signed the tripartite supervision agreement on raised funds with the Suzhou Branch of Jiangsu pilot free trade zone of China Agricultural Bank Of China Limited(601288) Co., Ltd. and the sponsor; (3) In November 2021, since the project of replenishing working capital and repaying bank loans with the raised funds was organized and implemented by Suzhou xuchuang Technology Co., Ltd., a wholly-owned subsidiary of the company, the company and Suzhou xuchuang cooperated with the special bank for raising funds, Jiangsu Branch of Export Import Bank of China, Suzhou Industrial Park branch of China Construction Bank Co., Ltd Bank Of Communications Co.Ltd(601328) Jiangsu pilot Free Trade Zone Suzhou area sub branch, Industrial Bank Co.Ltd(601166) Suzhou Branch and the sponsor signed the tripartite supervision agreement for raised funds.
(4) In November 2021, in view of the fact that the raised funds investment project Tongling xuchuang high-end optical module production base project was organized and implemented by Suzhou xuchuang, a wholly-owned subsidiary of the company, and Tongling xuchuang Technology Co., Ltd., a wholly-owned subsidiary of Suzhou xuchuang, the company and Suzhou xuchuang signed the tripartite supervision agreement on raised funds with Industrial And Commercial Bank Of China Limited(601398) Suzhou Industrial Park Branch and the sponsor; The company, Suzhou xuchuang and Tongling xuchuang signed the tripartite supervision agreement on raised funds with the special account bank Industrial And Commercial Bank Of China Limited(601398) Tongling Shicheng road sub branch and the sponsor Guotai Junan Securities Co.Ltd(601211) of raised funds.
(5) In November 2021, in view of the fact that Chengdu Chuhan Technology Co., Ltd. (hereinafter referred to as “Chengdu Chuhan”), the holding subsidiary of the company, was responsible for the organization and implementation of the technical transformation project of Chengdu Chuhan production base, the company and Chengdu Chuhan signed the tripartite supervision agreement for raised funds with China Minsheng Banking Corp.Ltd(600016) Suzhou Branch of the special bank for raised funds and Guotai Junan Securities Co.Ltd(601211) sponsor.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of funds raised by issuing shares to specific objects in 2021 is as follows: unit: RMB yuan
No. deposit bank account balance
Hengfeng Bank Co., Ltd. Longkou sub branch Huangcheng East 853543030122 Shaanxi Heimao Coking Co.Ltd(601015) 23522422597 1 market Banking Office
2 China Merchants Bank Co.Ltd(600036) Suzhou Branch Park sub branch 53290512461080740090650678
3 Bank Of Ningbo Co.Ltd(002142) Suzhou Branch 750101220015462874089069978
4 Bank Of Ningbo Co.Ltd(002142) Suzhou Branch special call deposit account 15000000000
5 Bank Of China Limited(601988) Suzhou park administration center sub branch 48067677120140116806917
Agricultural Bank Of China Limited(601288) Jiangsu free trade zone 1055110104 Sijin Intelligent Forming Machinery Co.Ltd(003025) 522268915859 6 Suzhou area sub branch
Industrial And Commercial Bank Of China Limited(601398) Longkou Huangcheng branch 160 Hangzhou Freely Communication Co.Ltd(603602) 920014527134356983 line 7
Bank Of Communications Co.Ltd(601328) Jiangsu pilot free trade zone 325605000013 Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613) 09374674.96 8 Suzhou area sub branch
China Construction Bank Corporation(601939) Suzhou Industrial Park 322501988836 Shenzhen Agricultural Products Group Co.Ltd(000061) 4751885.19 District 9 sub branch
10 Industrial Bank Co.Ltd(601166) Suzhou Branch 20661010010086746029154166
11 Export Import Bank of China Jiangsu Branch 10 China Baoan Group Co.Ltd(000009) 9999393.69
12 China Citic Bank Corporation Limited(601998) Co., Ltd. Yantai Longkou sub branch 811060101310134886790095511
Industrial And Commercial Bank Of China Limited(601398) Suzhou Industrial Park 1102020329 Gansu Huangtai Wine-Marketing Industry Co.Ltd(000995) 14840042797271 District 13 sub branch
Industrial And Commercial Bank Of China Limited(601398) Tongling Shicheng road 13080270292 Cofco Capital Holdings Co.Ltd(002423) 529823722591 14 sub branch
Total – 185221587935
3、 Actual use of raised funds during the reporting period
(I) non public offering of shares in 2019
1. Raised capital
