UBS Securities Co., Ltd
Verification opinions on Jihua Group Corporation Limited(601718) using part of the raised funds to permanently supplement the working capital
UBS Securities Co., Ltd. (hereinafter referred to as “UBS Securities” or “sponsor”) is the sponsor of Jihua Group Corporation Limited(601718) (hereinafter referred to as “the company” or ” Jihua Group Corporation Limited(601718) “) non-public offering of a shares, According to the measures for the administration of securities issuance and listing recommendation business of China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the stock listing rules of Shanghai Stock Exchange, and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022) The guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions have carefully and prudently verified the matters related to the permanent replenishment of working capital by the company with part of the raised funds. The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Jihua Group Corporation Limited(601718) non-public Development Bank shares (zjxk [2016] No. 2584) of the China Securities Regulatory Commission, on April 24, 2017, Jihua Group Corporation Limited(601718) non-public issued 534629404 RMB ordinary shares at an issue price of 8.19 yuan / share, with a total raised capital of 4378614800 yuan, after deducting the issuance expenses of 656998 million yuan (including tax), The net amount of raised funds is 4312915000 yuan. The above raised funds have been received and verified by Lixin Certified Public Accountants (special general partnership), who issued a capital verification report (xksbz [2017] No. zb10691).
In order to standardize the management and use of the company’s raised funds and protect the rights and interests of investors, the company has established relevant special accounts for raised funds. After the raised funds are received, they have been deposited in the special account for raised funds opened with the approval of the board of directors, and the supervision agreement for raised funds has been signed with the sponsor and the commercial bank storing the raised funds. Up to now, all parties to the agreement have exercised their rights and performed their obligations in accordance with the provisions of the tripartite supervision agreement on raised funds.
2、 Progress of projects raised by the company and use of funds
(I) fund raising plan and project progress of the company
According to the investment projects of raised funds disclosed in the report on the issuance of A-Shares of Jihua Group Corporation Limited(601718) non-public development banks, the specific use of the raised funds is as follows:
Unit: 10000 yuan
No. project name proposed to use raised funds
1 Jihua Group Corporation Limited(601718) terminal market network construction project 3000000
2 Chongqing jihuayuan destination center project phase I phase II 4500000
3. Phase II of phase I project of Changchun destination center of jihuayuan 4500000
4. Jihuayuan Yangzhong project 8000000
5. Jihuayuan Xi’an project 8000000
6 jihuayuan Xianning project 8000000
7. Jihuayuan Qingyuan project 8000000
Total 44000000
Note: the actual net amount of funds raised by non-public offering of the company is 4312915 million yuan; The adjusted total investment of ” Jihua Group Corporation Limited(601718) terminal market network construction project” is 212915 million yuan, and the total amount of raised funds to be used is 4312915 million yuan
In December 2020, in order to avoid the idle raised funds, improve the use efficiency, concentrate resources on the development of the main business, support the implementation of Jihua’s 14th five year plan strategy, promote the high-quality development of listed companies, the company changed the use of some raised funds, further strengthen the main business, highlight the industry, and enhance the competitiveness, innovation and influence of the company, according to the resolutions of the 27th meeting of the Fourth Board of directors and the first extraordinary general meeting of shareholders in 2020, Transfer 100% equity of Guangdong jihuayuan company, the implementation subject of “jihuayuan Qingyuan project”, 100% equity of Wuhan jihuayuan company, the implementation subject of “jihuayuan Xianning project”, and 100% equity of Jiangsu Industrial Company, the implementation subject of “jihuayuan Yangzhong project”, to Xinxing Jihua Group Corporation Limited(601718) Co., Ltd., the controlling shareholder of the company; The investment direction of some raised funds was changed, and 8714655 million yuan of the remaining unused funds of “jihuayuan Qingyuan project”, “jihuayuan Xianning project” and “jihuayuan Yangzhong project” were changed to the direction of “strengthening the chain – improving the advantages of the industrial chain”, specifically into “intelligent upgrading and transformation project of main business equipment” and “construction project of special protection and emergency support base”; The remaining 6380517 million yuan was not specifically invested. See the following table for the name of the raised investment project and the amount invested after the change:
Unit: 10000 yuan
Project name sub project name project investment amount use of raised funds
Transformation of Jihua garment intelligent production line 25224852522485
Main business equipment intelligent Jihua shoes and boots intelligent production line transformation 20852702085270
Upgrading Jihua Group Corporation Limited(601718) information system construction 947500947500
Subtotal 55552555555255
Special protection and yingjihua emergency support base 1515 Shenzhen Changhong Technology Co.Ltd(300151) 5300
1644100 special protection and emergency support base in China
Establishment of production and R & D base
Subtotal 31594003159400
Total 8714655
After the transfer of “jihuayuan Qingyuan project”, “jihuayuan Xianning project” and “jihuayuan Yangzhong project” in 2020 and the change of part of the raised funds, the remaining raised funds of the three projects are as follows:
The project name is not used, the raised funds are changed, and the investment amount is not clearly invested in the raised funds
Total fund raising amount
Jihuayuan Qingyuan project, jihuayuan Xianning project 1509517287146556380517, jihuayuan Yangzhong project
(II) use of raised funds
As of March 31, 2022, the company has invested 1756158500 yuan in the projects with raised funds, and temporarily replenished 1 billion yuan of working capital with idle raised funds; As of March 31, 2022, the due balance of the deposit in the special account for raised funds is 15567565 million yuan, plus 3209431 million yuan of interest and handling fees, the actual balance is 18776996 million yuan.
As of March 31, 2022, the storage of raised funds is as follows:
Unit: RMB
Remarks on initial deposit amount and fund balance of account no. of deposit bank
China China Minsheng Banking Corp.Ltd(600016) Beijing Liangma 6996310203240000 Ping An Bank Co.Ltd(000001) 87769968657
Qiaoqiao sub branch
China Citic Bank Corporation Limited(601998) Beijing Fortune Center 81107010140010776708 Shanghai Pudong Development Bank Co.Ltd(600000) 0000 0.00 closed sub branch
China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 02000472920068332221731421130 0.00 closed account company Beijing Xingfu Street sub branch
Total 431731421130187769968657
Note: the initial deposit amount includes the unpaid issuance fee of 439917044 yuan.
As of March 31, 2022, the investment projects and use of the funds raised by the company’s non-public offering of shares in 2017 are as follows:
Unit: RMB 10000
No. project name proposed to use the raised funds and the actual amount of usable funds of the raised funds
1 Jihua Group Corporation Limited(601718) terminal market network construction project 2129150 – 2129150
order
2 Chongqing jihuayuan destination center project I 45 China Vanke Co.Ltd(000002) 3112962188704
Phase II
3. Phase I project of Changchun destination center of jihuayuan 45 China Vanke Co.Ltd(000002) 2816872218313
Project phase II
4. Jihuayuan Yangzhong project 140821994082199-
5 jihuayuan Xianning project 122027512202751-
6. Jihuayuan Qingyuan project 126198772619877-
7. Jihuayuan Xi’an project 800 China Union Holdings Ltd(000036) 434494356551
8. Transformation of Jihua garment intelligent production line 25224852489272273558
9. Transformation of intelligent production line of Jihua shoes and boots 20852701347891950481
10 Jihua Group Corporation Limited(601718) information system construction 947500 366.10910890
11. Jihua emergency support base 1515300 – 1515300
12 Jihua special protective equipment production and R & D base 1644100 – 1644100
13 specific purpose not yet specified 6380517 – 6380517
Total 431291501756158525567565
Note 1: jihuayuan Yangzhong, Xianning and Qingyuan projects: three projects have been transferred and terminated. The remaining unused part of the raised funds has been changed. For details, see the announcement on asset transfer and related party transactions and the announcement on changing some investment projects of raised funds disclosed by the company in Shanghai Stock Exchange on December 2, 2020.
3、 Part of the raised funds used this time will permanently supplement the flow
