Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd
Special verification opinions on the deposit and actual use of raised funds of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. in 2021
Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting and recommendation Co., Ltd. (hereinafter referred to as ” Shenwan Hongyuan Group Co.Ltd(000166) underwriting and recommendation company”) is the sponsor of non-public offering of shares by Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (hereinafter referred to as ” Shang Gong Group Co.Ltd(600843) ” or “the company”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai 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, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 11 – continuous supervision and other relevant provisions, Shenwan Hongyuan Group Co.Ltd(000166) underwriting sponsor company checked the deposit and actual use of Shang Gong Group Co.Ltd(600843) non-public offering raised funds in 2021. The details are as follows:
1、 Basic information of raised funds
(I) issuing A-Shares to specific objects in 2014
1. Availability of raised funds
Approved by the China Securities Regulatory Commission in the document of zjxk [2014] No. 237, the company issued 99702823 RMB ordinary shares (A shares) to 7 specific investors in March 2014, with a par value of RMB 1 per share, an issue price of RMB 6.73 per share, and the total amount of raised capital of RMB 67099999879. After deducting the issuance expenses of RMB 3279176781, The net amount of raised funds actually received is RMB 63820823098. The above-mentioned raised funds were deposited into the special account for raised funds established by the company on March 24, 2014. Lixin Certified Public Accountants (special general partnership) verified the actual funds raised by the company’s non-public offering of shares and issued the capital verification report (XKR Bao Zi (2014) 111126). As of April 9, 2014, the company has replaced 31231616083 yuan of self raised funds invested in projects raised in advance with raised funds. The replacement of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the verification report on the investment projects invested by Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. with raised funds in advance (xksbz [2014] No. 111748).
2. Use and balance of raised funds
As of December 31, 2021, the company has used a total of 67100000000 yuan of raised funds, and the balance of raised funds is 4 Academy Of Environmental Planning&Design Co.Ltd.Nanjing University(300864) 21 yuan, of which the balance of special account for raised funds is 4 Academy Of Environmental Planning&Design Co.Ltd.Nanjing University(300864) 21 yuan. The actual use and balance of the raised funds are shown in the table below:
Cumulative amount of the project (unit: yuan)
The total amount of raised funds is 670999879
Deducting issuance expenses 3279176781
Less: accumulated used amount 67100000000
1. Through Shanggong Europe’s investment in the project of German Baifu company and the project of German Kelman company and its 34502630141 affiliated companies
2. R & D and production of automatic sewing unit and electric control system project 6404580931
3. Development of modern household multifunctional sewing machine project 238057480
4. Establishment and improvement of enterprise information management system (ERP) project within the group 500000000
5. Investment in Taizhou Shanggong gem Sewing Technology Co., Ltd. project 12900000000
6. Permanently replenish the company’s working capital 1500000000
7. Investment in Taizhou manufacturing base project 11054731448
Of which: the accumulated amount used in the previous year was 66547 Shanghai Lingang Holdings Co.Ltd(600848)
The accumulated amount used in this year is 552399152
Replace the self raised fund of 31231616083 invested in the raised investment project in advance
Plus: interest income and income from financial products 3710143747
Less: handling charge 880424
Ending balance of raised funds 4 Academy Of Environmental Planning&Design Co.Ltd.Nanjing University(300864) 21
Including: actual balance of raised funds account 4 Academy Of Environmental Planning&Design Co.Ltd.Nanjing University(300864) 21
(II) issue A-Shares to specific objects in 2021
1. Availability of raised funds
Approved by the reply on Approving the non-public development of shares of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (zjxk [2020] No. 2269) issued by the China Securities Regulatory Commission, the company issued 164576880 RMB ordinary shares (A shares) to 8 specific investors in August 2021, with a par value of 1 yuan per share, an issue price of 4.95 yuan per share and a total raised capital of 814655556 yuan, After deducting the total issuance expenses of 1765499098 yuan (excluding the input tax of value-added tax), the net amount of raised funds actually received is 797 Chongqing Sanxia Paints Co.Ltd(000565) 02 yuan.
The above raised funds have been deposited into the special account for raised funds established by the company on August 30, 2021. Lixin Certified Public Accountants (special general partnership) has verified the actual funds raised by the company’s non-public offering of shares and issued the capital verification report (xksbz [2021] No. za15389).
As of October 29, 2021, the company has replaced 2286677328 yuan of self raised funds invested in the raised investment projects in advance and paid the issuance expenses with the raised funds. The replacement of the above raised funds has been verified by Lixin Certified Public Accountants (special general partnership) and issued the special assurance report on the replacement of raised funds of Shang Gong Group Co.Ltd(600843) (Group) Co., Ltd. (Xin Kuai Shi Bao Zi [2021] za15682).
2. Use and balance of raised funds
As of December 31, 2021, the company has accumulated 2146272512 yuan of raised funds, and the balance of raised funds is 77697177238 yuan, including 32697177238 yuan of special account for raised funds and 45000000000 yuan of account balance for financial products. The actual use and balance of the raised funds are shown in the table below:
Cumulative amount of the project (unit: yuan)
Total raised funds 81465555600
Deducting issuance expenses (including tax) 1848008649
Less: accumulated used amount 2146272512
1. Technical transformation project of special sewing equipment and intelligent workstation 24847700
2. Investment in the establishment of Nanxiang R & D and marketing center project 2121424812
Including: cumulative amount used in the previous year-
Accumulated used amount of this year: 2146272512
Replace the self raised funds invested in the raised investment project in advance 2019359812
Replace 267317516 self raised funds invested in issuance expenses in advance
Plus: interest income and income from financial products 225960649
Less: service charge 578.50
The ending balance of raised funds is 77697177238
Including: actual balance of raised funds account 32697177238
Purchase amount of financial products: 45000000000
2、 Management of raised funds
(I) management of raised funds
In order to standardize the management and use of raised funds, improve the efficiency and efficiency of fund use and protect the interests of investors, according to the company law, the securities law, the measures for the administration of securities issuance of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other laws In accordance with the provisions of laws and regulations and normative documents, and in combination with the actual situation of the company, the company revised the measures for the management of raised funds (revised in June 2013). According to the provisions of the raised funds management system, the company will store the raised funds in a special account and strictly perform the use approval procedures to ensure that the special funds are used for special purposes.
1. In 2014, A-Shares were issued to specific objects
On March 31, 2014, the company and Bank Of Shanghai Co.Ltd(601229) Fumin sub branch (hereinafter referred to as Bank Of Shanghai Co.Ltd(601229) Fumin sub branch) Bank Of Communications Co.Ltd(601328) Shanghai Xuhui sub branch (hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) Xuhui sub branch”) and the recommendation institution (lead underwriter) Shenwan Hongyuan Group Co.Ltd(000166) securities underwriting recommendation Co., Ltd. (formerly known as Shenyin Wanguo Securities Co., Ltd.) signed the tripartite supervision agreement on the storage of special account for raised funds (hereinafter referred to as “tripartite supervision agreement”).
2. Issue A-Shares to specific objects in 2021
The company opened special fund-raising accounts at Agricultural Bank Of China Limited(601288) Shanghai Shanghai Lujiazui Finance & Trade Zone Development Co.Ltd(600663) sub branch, Bank Of Communications Co.Ltd(601328) Shanghai Tianyaoqiao road sub branch, Bank Of Shanghai Co.Ltd(601229) Fumin sub branch, Industrial And Commercial Bank Of China Limited(601398) Shanghai Hongkou sub branch, and signed the tripartite supervision agreement on the storage of special fund-raising account with the above-mentioned banks or their superior institutions and the underwriting sponsor of Shenwan Hongyuan Group Co.Ltd(000166) sponsor.
There is no significant difference between the above agreement and the tripartite supervision agreement (model) on the special account storage of raised funds of Shanghai Stock Exchange. The company, the recommendation institution and the above-mentioned special account bank shall manage the special account for raised funds in strict accordance with the agreement.
During the reporting period, the company used the raised funds in accordance with the provisions of the tripartite supervision agreement on raised funds, and there were no major problems.
(II) storage of raised funds
1. In 2014, A-Shares were issued to specific objects
As of December 31, 2021, the storage of the company’s raised funds is as follows:
