Citic Securities Company Limited(600030)
About Hangzhou Century Co.Ltd(300078)
Verification opinions on the deposit and use of raised funds in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as a sponsor of Hangzhou Century Co.Ltd(300078) (hereinafter referred to as ” Hangzhou Century Co.Ltd(300078) ” and “company”) issuing convertible corporate bonds to unspecified objects, in accordance with the measures for the administration of securities issuance and listing sponsor business, the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, Carefully checked the deposit and use of raised funds in 3 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 021, and issued the following verification opinions:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
1. Non public offering of shares to raise funds
With the approval of zjxk [2019] No. 1442 document of China Securities Regulatory Commission and the consent of your exchange, the company has Caitong Securities Co.Ltd(601108) adopted the method of non-public offering to issue 513901 million RMB ordinary shares (A shares) to specific objects, with an issue price of 11.15 yuan per share and a total raised capital of 5729999 million yuan, After deducting 6.4179 million yuan of underwriting and recommendation fees, the raised fund was 566582 million yuan, which was remitted to the capital verification account of the company by the lead underwriter Caitong Securities Co.Ltd(601108) on November 12, 2019. In addition, after deducting the additional external expenses directly related to the issuance of equity securities, such as reporting accountant fees and lawyer fees, the net amount of funds raised by the company this time is 565402800 yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the capital verification report (Tianjian Yan [2019] No. 381).
2. Public issuance of convertible corporate bonds to raise funds
With the approval of zjxk [2020] No. 3372 document of China Securities Regulatory Commission and with the consent of your exchange, the company issued 8170000 convertible corporate bonds by Citic Securities Company Limited(600030) adopting the method of issuing to unspecified objects, each with a face value of RMB 100.00. The total issued amount was RMB 817 million, and the raised funds after deducting the underwriting and recommendation fees of RMB 9.99 million were RMB 807.01 million, It has been remitted by the lead underwriter Citic Securities Company Limited(600030) to the company’s regulatory account for raised funds on February 1, 2021. In addition, after deducting the external expenses directly related to the issuance of convertible corporate bonds, such as lawyer’s fees, accountant’s fees, credit rating fees and issuance handling fees, including tax, and adding the deductible VAT input tax of 684700 yuan, the net amount of funds raised by the company this time is 805588500 yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership), who issued the verification report (Tianjian Yan [2021] No. 40).
(II) use and balance of raised funds
1. Non public offering of shares to raise funds
Monetary unit: RMB 10000
Item No. amount
Net amount of raised funds a 5654028
Project investment B12281402 accumulated amount as of the beginning of the period
Net interest income B2 827.31
Project investment C1 414554 current amount
Net interest income C2 331.02
Project investment D1 = B1 + C12695956 accumulated amount by the end of the period
Net interest income D2 = B2 + C2 115833
Balance of raised funds payable e = a-d1 + D23073905
Actual balance of raised funds f 1255605
Difference g = E-F 1818300 [note]
[note] the difference between the actual balance of 1255605 million yuan raised funds and the balance of 3073905 million yuan raised funds is 181.83 million yuan, which is the fund used by the company to temporarily supplement the working capital of 180 million yuan and the fund paid to Hangzhou Jianhai Technology Co., Ltd. of 1.83 million yuan for the project of medical big data application R & D center. The subsequent project is terminated and converted into other procurement funds, and the company will return the fund to the special account of raised funds in March 2022
2. Issue convertible corporate bonds to unspecified objects to raise funds
Monetary unit: RMB 10000
Item No. amount
Net amount of raised funds a 8055885
Item No. amount
Project input B1
Accumulated amount as of the beginning of the period
Net interest income B2
Project investment C11746358 current amount
Net interest income C2 122417
Project investment D1 = B1 + C11746358 accumulated amount by the end of the period
Net interest income D2 = B2 + C2 122417
The balance of funds raised should be e = a-d1 + D26431944
Actual balance of raised funds f 2431944
Difference g = E-F 4000000 [note]
[note] the difference between the actual balance of raised funds of 243194400 yuan and the balance of raised funds of 643194400 yuan is 400 million yuan, which is that the company has not yet expired the purchase of structured financial products with raised funds of 400 million yuan
2、 Deposit and management of raised funds
(I) management of raised funds
1. Non public offering of shares to raise funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and 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, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (SZS [2020] No. 1292) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14) and other relevant laws, regulations and normative documents, In combination with the actual situation of the company, the management system of Hangzhou Century Co.Ltd(300078) raised funds (hereinafter referred to as the management system) is formulated.
According to the management system, the company has implemented a special account for the raised funds, established a special account for the raised funds in the bank, and signed the tripartite supervision agreement for the raised funds with Agricultural Bank Of China Limited(601288) Hangzhou Binjiang sub branch, China Citic Bank Corporation Limited(601998) Hangzhou branch and Bank Of Ningbo Co.Ltd(002142) Hangzhou Chengbei sub branch together with the sponsor Caitong Securities Co.Ltd(601108) in December 2019. In January 2020, the company The subsidiary Yihui Technology Co., Ltd. and the sponsor Caitong Securities Co.Ltd(601108) signed the four party supervision agreement on raised funds with Agricultural Bank Of China Limited(601288) Hangzhou Binjiang sub branch and China Citic Bank Corporation Limited(601998) Hangzhou branch respectively, clarifying the rights and obligations of all parties. In May 20202020, in May 2020, in May 2020, the company hired 60030 Agricultural Bank Of China Limited(601288) Hangzhou Binjiang sub branch China Citic Bank Corporation Limited(601998) Hangzhou branch and the sponsor Citic Securities Company Limited(600030) re signed the four party supervision agreement on raised funds. There is no significant difference between the three-party supervision agreement and the four-party supervision agreement and the model three-party supervision agreement of Shenzhen Stock Exchange. The company has strictly complied with the raised funds.
2. Issue convertible corporate bonds to unspecified objects to raise funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use, and protect the rights and 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, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) (SZS [2020] No. 1292) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (SZS [2022] No. 14) and other relevant laws, regulations and normative documents, In combination with the actual situation of the company, the management system of Hangzhou Century Co.Ltd(300078) raised funds (hereinafter referred to as the management system) is formulated. According to the management system, the company implements a special account for the raised funds, establishes a special account for the raised funds in the bank, and together with Citic Securities Company Limited(600030) signed the tripartite supervision agreement for the raised funds with Bank Of Nanjing Co.Ltd(601009) Hangzhou branch, Bank Of China Limited(601988) Zhejiang branch, Bank Of Hangzhou Co.Ltd(600926) science and technology branch, Agricultural Bank Of China Limited(601288) Hangzhou Binjiang branch in February 2021. At the same time, the company Citic Securities Company Limited(600030) signed the four party supervision agreement on raised funds with its subsidiary Yihui Technology Co., Ltd. and Bank Of Hangzhou Co.Ltd(600926) technology sub branch. On march9,2021, the company held the 26th meeting of the 4th board of directors, deliberated and passed the proposal on changing the implementation subject of some raised funds projects, establishing a new special account for raised funds and using the raised funds to increase capital to a wholly-owned subsidiary to implement raised investment projects, and agreed that the company would change the implementation subject of the “Internet + artificial intelligence medical innovation and operation service project” from the company to a wholly-owned subsidiary, Yihui Technology Co., Ltd, The company and its subsidiary Yihui Technology Co., Ltd., together with Citic Securities Company Limited(600030) in March 2021, signed the four party supervision agreement on raised funds with Bank Of Nanjing Co.Ltd(601009) Hangzhou branch, clarifying the rights and obligations of all parties. There is no significant difference between the three-party supervision agreement and the four-party supervision agreement and the model three-party supervision agreement of Shenzhen Stock Exchange. The company has strictly complied with the raised funds.
(II) storage of raised funds in special account
1. Non public offering of shares to raise funds
As of December 31, 2021, the company has five special accounts for raised funds, and the deposit of raised funds is as follows: amount unit: RMB yuan
Remarks on the balance of raised funds in the account number of the deposit bank
