Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639)
Special verification opinions on the deposit and use of raised funds in 2021
Northeast Securities Co.Ltd(000686) (hereinafter referred to as ” Northeast Securities Co.Ltd(000686) ” and “sponsor”) as the sponsor of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as ” Fujian Snowman Co.Ltd(002639) ” and “company”) non-public offering of shares in 2021, The deposit and use of raised funds in Fujian Snowman Co.Ltd(002639) 2021 were checked in accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions. The verification results and opinions are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Fujian Snowman Co.Ltd(002639) non-public offering of shares (zjxk [2021] No. 3202) issued by the China Securities Regulatory Commission, Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company” or ” Fujian Snowman Co.Ltd(002639) “) 9852941100 ordinary shares (A shares) were issued in 2021, with a par value of 1 yuan and an issue price of 6.80 yuan per share. As of December 2, 2021, the company has raised a total of 6699999480 yuan. After deducting the expenses related to the issuance (excluding tax) of 684279862 yuan, the net amount of funds actually raised is 66315719618 yuan. As of December 2, 2021, all the funds raised by the above issuance of the company have been in place and have been verified and confirmed by Dahua Certified Public Accountants (special general partnership) with the capital verification report “Dahua Yan Zi [2021] No. 000840”.
As of December 31, 2021, the total amount of raised funds used by the company was 38716081320 yuan, including:
Use of the raised funds promised to be invested and raised
Total amount of raised funds invested in the project (yuan) cash invested in the project management and temporary supplementary working capital
gold
Hydrogen fuel cell system production 450000 Ping An Bank Co.Ltd(000001) 2856556750000 China Vanke Co.Ltd(000002) 20000 China Vanke Co.Ltd(000002) 7128565567 base construction project
Hydrogen energy technology R & D center will build 100000 Shenzhen Fountain Corporation(000005) 87515753300000 China Tianying Inc(000035) 87515753 facilities
Supplementary working capital 113157196188000000000 08000000000
Total 66315719618871608132080000 China Vanke Co.Ltd(000002) 200000 Shenzhen Capstone Industrial Co.Ltd(000038) 716081320
The balance of the special account for the deposit of raised funds is 27859084117 yuan, including 27599638298 yuan of the balance of raised investment projects, 212581749 yuan of issuance expenses to be replaced, and 46864070 yuan of deposit interest income, financial income and bank handling fees.
2、 Deposit and management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, and in combination with the actual situation of the company, The measures for the management and use of Fujian Snowman Co.Ltd(002639) raised funds (hereinafter referred to as the “measures”) was formulated, which was deliberated and adopted by the 34th session of the Fourth Board of directors in 2021 and the first extraordinary general meeting of shareholders in 2022.
In accordance with the requirements of the measures for management and use, and in combination with the company’s business needs, the company has opened a special account for raising funds at China Pacific Insurance (Group) Co.Ltd(601601) 998 \ signed the tripartite supervision agreement on the storage of special account for raised funds, and signed agreements with Northeast Securities Co.Ltd(000686) , China Citic Bank Corporation Limited(601998) Industrial Bank Co.Ltd(601166) , Fujian Snowman Hydrogen Energy Technology Co., Ltd. (hereinafter referred to as “subsidiary” or “hydrogen energy technology”) signed the four party supervision agreement on the storage of special account for raised funds, and implemented strict examination and approval procedures for the use of raised funds to ensure the special use of funds. The authorized sponsor representative may inquire the information of the special account for raised funds at the bank that opens the special account for raised funds at any time.
According to the tripartite supervision agreement on the special account for raised funds and the quadrilateral supervision agreement on the special account for raised funds signed by the company and its subsidiaries with Northeast Securities Co.Ltd(000686) and , if the company withdraws more than 50 million yuan from the special account in one or 12 months or reaches 20% of the net amount of the total amount of the company’s issued raised funds after deducting the issuance expenses, the relevant banking institution shall timely notify the sponsor representative by fax, At the same time, the expenditure list of the special account shall be provided.
As of December 31, 2021, the storage of raised funds is listed as follows:
Monetary unit: RMB
Initial deposit amount and ending balance storage method of the bank account of the depository bank for raised funds
Industrial Bank Co.Ltd(601166) Changle sub branch 11051010049861266528301367353535979187 current deposit
Industrial Bank Co.Ltd(601166) Changle sub branch 110510100497702 – 212372647 current deposit
Industrial Bank Co.Ltd(601166) Changle sub branch 110510100498506 – 6206998889 current deposit
China Everbright Bank Company Limited Co.Ltd(601818) Fuzhou Changle sub branch 37680188000146849 – 10010638266 current deposit
China Citic Bank Corporation Limited(601998) Fuzhou Changle sub branch 8111 Guangzhou Wahlap Technology Corporation Limited(301011) 800705343 – 7521660695 current deposit
China Citic Bank Corporation Limited(601998) Fuzhou Changle sub branch 8111 Guangzhou Wahlap Technology Corporation Limited(301011) 900705347 – 371434433 current deposit
Initial deposit amount and ending balance storage method of the bank account of the depository bank for raised funds
Total – 6652830136727859084117
Note: the difference between the unused fund-raising project balance of 27599638298 yuan and the ending balance of 27859084117 yuan in the statement on the use of funds raised by non-public development banks in 2021 is the accumulated amount of interest income, financial management income and issuance expenses to be replaced.
3、 Actual use of raised funds this year
(I) actual use of raised funds this year
For details, please refer to the attached table “use of funds raised by non-public development banks in 2021”.
(II) changes in the place and mode of implementation of the project invested with raised funds
None.
(III) advance investment and replacement of investment projects with raised funds
On April 27, 2022, the company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of directors, deliberated and approved the proposal on replacing the issuance expenses and using the raised funds to replace the early investment, agreed that the company would replace the self raised funds invested in the investment projects with the raised funds of RMB 1864335000, and agreed that the company would replace the issuance expenses of RMB 212581749.
As of December 31, 2021, the company has invested 1864335000 yuan in advance with self raised funds. The details are as follows:
Monetary unit: RMB
Serial number: the name of the raised investment project has been preset, where:
Initial working capital for infrastructure equipment purchase
1 hydrogen fuel cell system production base construction project 1864335000 — 1864335000
2. Construction project of hydrogen energy technology R & D center —-
3 supplementary working capital 0 — 0
Total 1864335000 — 1864335000
Fujian Snowman Co.Ltd(002639) non public offering of shares to raise funds for investment projects was filed and approved on September 30, 2021, and was approved by the resolution of the company’s 2021 annual general meeting of shareholders to invest with the raised funds. The investment projects with raised funds have been invested by the company with self raised funds before the raised funds are in place. The early investment of this replacement does not change the purpose of the raised funds in a disguised form, which will not affect the normal progress of the investment plan of the raised funds. The replacement time is no more than 6 months from the arrival time of the raised funds.
In addition, the total issuance cost of the non-public offering to be replaced is 212581749 yuan (excluding tax), as follows:
Monetary unit: RMB
No. issue expense item name issue expense amount (tax included) amount to be replaced (tax excluded)
1. Underwriting and recommendation fee 1000 China Baoan Group Co.Ltd(000009) 4339623
2 lawyer’s fee 650 Shenzhen Zhenye(Group)Co.Ltd(000006) 1320755
3. Capital verification and special audit fee 2585 Shenzhen Tellus Holding Co.Ltd(000025) 215766
4 handling charges and others 3170560531705605
Total 223452941212581749
(IV) temporary replenishment of working capital with idle raised funds
The company held the 34th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors on December 21, 2021. The meeting deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital. The company plans to use idle raised funds (including accumulated interest income) of no more than 25000000000 yuan to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of approval by the board of directors, When due, it will be returned to the special account for raised funds. As of December 2021, the actual use amount of the company is 22000000000 yuan, which has not yet expired.
(V) purchase of financial products with idle raised funds
The company was founded on the 20th
