China Galaxy Securities Co.Ltd(601881)
About Guangdong Great River Smarter Logistics Co.Ltd(002930)
The special verification opinions on the deposit and actual use of raised funds in 2021 are in accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock exchange, China Galaxy Securities Co.Ltd(601881) (hereinafter referred to as “Galaxy Securities” or “sponsor”) as the sponsor of Guangdong Great River Smarter Logistics Co.Ltd(002930) (hereinafter referred to as ” Guangdong Great River Smarter Logistics Co.Ltd(002930) ” or “company”) public issuance of convertible corporate bonds, carefully checked the deposit and use of raised funds in Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021. The verification and recommendation opinions are as follows: I. Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
Approved by the document of approval of Guangdong Great River Smarter Logistics Co.Ltd(002930) public issuance of convertible corporate bonds (zjxk [2020] No. 317) of China Securities Regulatory Commission, the company is approved to publicly issue convertible corporate bonds with a total face value of 670 million yuan to the public. Each piece has a face value of 100 yuan, a total of 6.7 million pieces, with a term of 6 years. As of July 23, 2020, the total amount of funds raised by the company was 670 million yuan. After deducting the underwriting fee, recommendation fee and other issuance related expenses, the net amount of funds raised this time was 6590984 million yuan. The above raised funds have been remitted to the special account for raised funds of the company on July 23, 2020.
The above net amount of raised funds has been verified by Zhitong Certified Public Accountants (special general partnership) and a capital verification report (ztyz (2020) No. 441zc00247) has been issued.
(II) amount used in previous years, amount used in current year and current balance
1. Amount used in previous years
As of December 31, 2020, the accumulated use amount of the company’s raised funds was 366357700 yuan, and the unused amount was 295735400 yuan (including 292740700 yuan of raised funds, 872000 yuan of accumulated interest stored in the special account, and 2122800 yuan of income from financial products in the special account of raised funds).
2. Amount used and current balance in the current year
As of December 31, 2021, the funds raised by the company have not been used up. The specific use is as follows: unit: RMB
Summary amount of special account for raised funds
1. Net amount of raised funds 65909836309
2. Use amount of raised funds 66180416207
(1) In 2020, 22142490324 yuan of self raised funds have been invested in projects invested with raised funds in the early stage of replacement
(2) The project capital invested in 2020 is 12477465677 yuan
(3) Repayment of bank loans in 20202015813605
(4) The project funds invested in the reporting period are 295446601 yuan
3. Increase of raised funds 614084991
(1) The net amount of interest income deducting handling charges in 2020 is 87198692
(2) The income of financial products in 2020 was 212276714
(3) The net amount of interest income deducting handling charges in the reporting period is 85094117
(4) The income of financial products in the reporting period was 229515468 yuan
4. The balance of raised funds on December 31, 2021 was 343505093
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of the company’s raised funds, improve the use efficiency of the raised funds and effectively protect the legitimate rights and interests of shareholders, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, 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 The management system of Guangdong Great River Smarter Logistics Co.Ltd(002930) raised funds (hereinafter referred to as the “management system”) is formulated in combination with the actual situation of the company. The management system was issued and implemented after being deliberated and approved by the fourth extraordinary general meeting of shareholders in 2016 on June 16, 2016, and revised after being deliberated and approved by the seventh extraordinary general meeting of shareholders in 2020 on November 13, 2020.
According to the provisions of the management system and in combination with the business needs, the company has implemented a special account for the storage of raised funds since July 2020, and set up a special account for the use of raised funds in the bank. According to the purpose of the raised funds, the company has signed the tripartite supervision agreement on the storage of raised funds with the deposit bank and the sponsor respectively. The company, Fujian Gangfeng Energy Co., Ltd., the deposit bank The recommendation institution signed the quadripartite supervision agreement on the storage of raised funds in the special account, and strictly approved the use of raised funds to ensure that the special funds are used for special purposes.
As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the provisions of the above agreement.
During the reporting period, the raised funds used by the company to repay bank loans have been used up, and the account cancellation procedures of the corresponding special account for raised funds Dongguan Songshanhu sub branch of Guangdong Nanyue Bank Co., Ltd. (9401012309 Shenzhen Energy Group Co.Ltd(000027) 99) have been completed according to law on November 12, 2020. The tripartite supervision agreement on the storage of special account for raised funds signed by the company with Dongguan Songshanhu sub branch of Guangdong Nanyue Bank Co., Ltd. and the sponsor China Galaxy Securities Co.Ltd(601881) shall be terminated accordingly.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of the company’s raised funds is as follows:
Unit: RMB
Deposit bank account number account type deposit balance
Guangdong Nanyue Bank Co., Ltd. 9401012309 China National Accord Medicines Corporation Ltd(000028) 07 special account for raised funds 343479147 Dongguan Songshanhu sub branch
Industrial And Commercial Bank Of China Limited(601398) 201 Topsec Technologies Group Inc(002212) 9200491592 special account for raised funds 246.98 Dongguan Humen sub branch
Dongguan Bank Co., Ltd. Dalang 529 Csg Holding Co.Ltd(000012) 971139 special account for raised funds 12.48 sub branch
China Citic Bank Corporation Limited(601998) Dongguan 8110901012001179415 special account for raised funds Humen sub branch
Total – 343505093
3、 Actual use of raised funds in 2021
(I) use of raised funds
See the Annex: comparison table of the use of raised funds for details.
(II) advance investment and replacement of investment projects with raised funds
On August 7, 2020, the 32nd meeting of the second board of directors and the 31st meeting of the second board of supervisors 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 and the paid issuance expenses, and agreed to use the raised funds of 223848200 yuan to replace the self raised funds invested in the raised funds investment projects in advance (hereinafter referred to as the “raised funds investment projects”) and the paid issuance expenses. The replacement of raised funds was audited by Grant Thornton Certified Public Accountants (special general partnership), who issued the verification report of Guangdong Great River Smarter Logistics Co.Ltd(002930) using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses (ztzz (2020) No. 441za08488).
In this year, the company did not invest and replace the investment projects with raised funds in advance.
(III) cash management of idle raised funds
In order to further improve the use efficiency of the company’s idle raised funds and enhance the ability of the raised funds to obtain income, according to the provisions of relevant laws and regulations such as the regulatory guidelines for listed companies No. 2: regulatory requirements for the management and use of raised funds of listed companies of China Securities Regulatory Commission and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and after deliberation at the sixth extraordinary general meeting of shareholders of the company on August 24, 2020, Passed the proposal on using part of the temporarily idle raised funds for cash management, agreed to use the idle raised funds of no more than 380 million yuan for cash management to invest in investment products with high safety, good liquidity, guaranteed principal commitment or permission of regulatory authorities, or make time deposits and structural deposits, and authorized the management of the company to exercise investment decisions and sign relevant contract documents, The matter shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders of the company, and the investment quota can be recycled and used within the quota range.
In 2020, the company used idle raised funds to purchase bank breakeven financial products and obtained income of 212276714 yuan. In 2021, the company used idle raised funds to purchase bank breakeven financial products and obtained income of 229515468 yuan.
(IV) purpose and destination of unused raised funds
The unused raised funds will continue to be used for investment projects with raised funds. 4、 Change the use of funds for investment projects with raised funds
As of December 31, 2021, the company has not changed the use of funds for investment projects with raised funds. 5、 Problems in the use and disclosure of raised funds
In 2021, the company has timely, truly, accurately and completely disclosed the deposit and use of raised funds in accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the company’s management system. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company has stored the raised funds in a special account in accordance with the requirements of relevant 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 administrative measures for the recommendation business of securities Issuance and listing, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, As of December 31, 2021, the use of public funds has complied with relevant regulations, and there is no illegal use of raised funds.
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(there is no text on this page, which is the signature page of China Galaxy Securities Co.Ltd(601881) special verification opinions on the deposit and actual use of raised funds in Guangdong Great River Smarter Logistics Co.Ltd(002930) 2021)
Sponsor representative: Li Xinjing, Zhu Xiaodan
China Galaxy Securities Co.Ltd(601881) April 27, 2022
enclosure:
Comparison table of use of raised funds
Unit: RMB
Total amount of raised funds 65909836309 total amount of raised funds invested in the reporting period
