Zheshang Securities Co.Ltd(601878)
About Zhejiang Reclaim Construction Group Co.Ltd(002586)
Verification opinions on the deposit and use of raised funds in 2021
Zheshang Securities Co.Ltd(601878) (hereinafter referred to as ” Zheshang Securities Co.Ltd(601878) “) as Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as “Waihai Co., Ltd.”, “the company”) took over the continuous supervision organization of non-public offering of shares in 2014 and the continuous supervision organization of non-public offering of shares in 2017, and the continuous supervision period is until December 31, 2018. As the raised funds have not been used up yet, the deposit and actual use of the raised funds of Waihai shares in 2021 have been verified in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. The details are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and availability of funds
Approved by the reply on approving Zhejiang Reclaim Construction Group Co.Ltd(002586) non-public Development Bank shares (zjxk [2014] No. 13) of China Securities Regulatory Commission, Weihai shares issued 59113300 ordinary shares (A shares) (with a par value of 1 yuan per share), the issuance price was 10.15 yuan per share, and the total funds raised were 59999500 yuan. After deducting the issuance expenses of RMB 1994911330, the net amount of funds actually raised was RMB 58005088170. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2014] No. 38).
With the approval of the reply on approving Zhejiang Reclaim Construction Group Co.Ltd(002586) non-public Development Bank shares (zjxk [2016] No. 3232) issued by the China Securities Regulatory Commission, Weihai shares issued 313850063 ordinary shares (A shares) (par value of 1 yuan per share), with an issue price of 7.87 yuan per share and raised a total of 2469999581 yuan. After deducting the issuance expenses of RMB 2227385006, the net amount of funds actually raised was RMB 244772614575. All the above raised funds have been received. The above raised funds have been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2017] No. 38). The company actually paid the above external expenses of RMB 2127385006, and the net amount of raised funds was RMB 244872614575.
(II) use and balance of raised funds in 2021
1. Use and balance of funds raised by non-public offering of shares in 2014
The company and its wholly-owned subsidiaries Zhejiang Weihai Construction Group Fenghua Investment Co., Ltd. (hereinafter referred to as Fenghua investment company) and Zhejiang Weihai Construction Group Zhoushan Liuheng Investment Co., Ltd. (hereinafter referred to as Liuheng investment company) have used the raised funds of 5918953 million yuan in previous years, and the net amount of bank deposit interest and financial product income received in previous years after deducting bank handling fees is 260698 million yuan; The actual use of raised funds in 2021 was 50000 yuan, and the net amount of bank deposit interest and financial product income received in 2021 after deducting bank handling charges was 36200 yuan; The accumulated used raised funds were 5919453 million yuan, and the accumulated net amount of bank deposit interest and financial product income received after deducting bank handling fees was 261060 million yuan.
In 2021, the raised capital investment project “Fenghua Xiangshan Port Shelter anchorage construction project and supporting engineering (BT) project” has been completed, and has reached the predetermined usable state, which can be concluded. In order to improve the use efficiency of the raised funds, the company plans to permanently supplement the company’s working capital with the surplus raised funds. The above matters were deliberated and approved at the 38th meeting of the 6th board of directors and the 17th meeting of the 6th board of supervisors, and the independent directors expressed their independent opinions on the matter. On October 27, 2021, Fenghua investment company cancelled the special account for raised funds and permanently supplemented the company’s working capital with an amount of 142116 million yuan. The supervision agreement on the storage of the special account for raised funds related to the project was terminated accordingly. In 2014, the balance of funds raised by non-public offering of shares was 0 yuan.
2. Use and balance of funds raised by non-public offering of shares in 2017
The company and its wholly-owned subsidiaries Zhejiang Tiantai Weihai Construction Investment Co., Ltd. (hereinafter referred to as Tiantai investment company) and Zhejiang Weihai Construction Group Ningbo Hangzhou Bay New Area Jiantang Investment Co., Ltd. (hereinafter referred to as Jiantang investment company) have used the raised funds of 1382453600 yuan in previous years, and the net amount of bank deposit interest and financial product income received in previous years after deducting bank handling charges is 1450438 million yuan; The actually used raised funds in 2021 were 742961 million yuan, and the net amount of bank deposit interest and financial product income received in 2021 after deducting bank handling charges was 83800 yuan; The accumulated used raised capital is 1456749700 yuan, and the accumulated net amount of bank deposit interest and financial product income minus bank handling charges is 145127600 yuan.
As of December 31, 2021, the balance of raised funds was RMB 1144517900 (including the issuance fee of RMB 7413900 actually paid but not disbursed through the raised funds account and the net amount of accumulated bank deposit interest and income from financial products minus bank handling charges). Among them, the principal guaranteed financial products purchased failed to be redeemed on schedule, the fixed deposit certificates of large units purchased amounted to 320 million yuan, the temporary replenishment of working capital amounted to 575313 million yuan, the deduction of raised funds due to judicial litigation or arbitration amounted to 1581371 million yuan, and the balance of the special account for raised funds amounted to 188968 million yuan.
2、 Deposit and 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 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 relevant laws, regulations and normative documents, and in combination with the actual situation of the company, The administrative measures for Zhejiang Reclaim Construction Group Co.Ltd(002586) raised funds (hereinafter referred to as the administrative measures) has been formulated.
According to the administrative measures, for the funds raised by non-public offering of shares in 2014, the company and its subsidiaries Fenghua investment company and Liuheng investment company implemented special accounts for the raised funds, set up special accounts for the raised funds in the bank, and signed the tripartite supervision agreement for the raised funds with China Construction Bank Corporation(601939) Ningbo national high tech Zone sub branch and Bank Of Communications Co.Ltd(601328) Ningbo Ninghai sub branch together with the original sponsor Xinda Securities Co., Ltd, It defines the rights and obligations of all parties.
After the company hired Zheshang Securities Co.Ltd(601878) as the sponsor, the company, Fenghua investment company and Liuheng investment company together with Zheshang Securities Co.Ltd(601878) signed the tripartite supervision agreement on raised funds with China Construction Bank Corporation(601939) Ningbo national high tech Zone sub branch and Bank Of Communications Co.Ltd(601328) Ninghai sub branch respectively, clarifying the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange.
For the funds raised by non-public offering of shares in 2017, the company and its subsidiaries Tiantai investment company and Jiantang investment company implemented special accounts for the raised funds, set up special accounts for the raised funds in the bank, and together with the sponsor Zheshang Securities Co.Ltd(601878) and China Construction Bank Corporation(601939) Ningbo high tech Zone sub branch, Industrial And Commercial Bank Of China Limited(601398) Ningbo Jiangdong sub branch, Ningbo Donghai bank head office business department, China Zheshang Bank Co.Ltd(601916) Ningbo Jiangdong sub branch Ningbo hi tech sub branch of Guangdong Development Bank Co., Ltd., Bank Of Communications Co.Ltd(601328) Ningbo Ninghai sub branch and Shanghai Pudong Development Bank Co.Ltd(600000) Ningbo hi tech Zone sub branch jointly signed the tripartite supervision agreement on raised funds, clarifying the rights and obligations of all parties. There is no significant difference between the tripartite regulatory agreement and the model tripartite regulatory agreement of Shenzhen Stock Exchange.
(II) storage of raised funds in special account
1. Storage of funds raised by non-public offering in 2014
As of December 31, 2021, the company’s subsidiaries have no special account for raised funds. Shares of the company in Bank Of Communications Co.Ltd(601328) shares
The 5610062580101111779 account opened by Ninghai sub branch of the company has been fully used for the sixth floor of Zhoushan City
Hengxiao Guoju phase II reclamation project – guojudi project, which was cancelled by the company in 2017.
In 2021, the fund-raising investment project “Fenghua Xiangshan Harbor shelter anchorage construction project and supporting works”
(BT) project “has been completed and has reached the expected usable state, and can be closed. To raise funds
The company plans to permanently supplement the company’s working capital with the surplus raised funds. The sixth board of directors of the company
The 38th meeting of the board of directors and the 17th meeting of the 6th board of supervisors considered and approved the above matters, and the independent directors
Expressed an independent opinion in agreement with the matter. On October 27, 2021, Fenghua investment company cancelled the special fund raised
The amount of working capital permanently replenished by the company is 142116 million yuan, which is the special account for raised funds related to the project
The storage supervision agreement shall be terminated accordingly.
2. Storage of funds raised by non-public offering in 2017
As of December 31, 2021, the specific deposit of raised funds is as follows:
Unit: RMB
Account name deposit bank account No. deposit amount frozen amount
Waihai Co., Ltd. China China Construction Bank Corporation(601939) Co., Ltd. 331501985136 Shenzhen Zhenye(Group)Co.Ltd(000006) 0327854.07-
Ningbo hi tech Zone sub branch
Weihai Co., Ltd. China Industrial And Commercial Bank Of China Limited(601398) Co., Ltd. 390112 Harbin Medisan Pharmaceutical Co.Ltd(002900) 305015460.42-
Ningbo Jiangdong sub branch
Weihai shares Ningbo Donghai bank head office business department 83101010142888888836575557-
Weihai Guangfa Bank Co., Ltd. Ning 955088 Lingyi Itech (Guangdong) Company(002600) 90042027739.49-
Bo Gaoxin sub branch
Tiantai investment company Bank Of Communications Co.Ltd(601328) Ning 5610062580101269651785680017-
Bonanghai sub branch
Jiantang investment company China China Construction Bank Corporation(601939) Co., Ltd. 331501985136 Shenzhen Fountain Corporation(000005) 9260299039-
Ningbo hi tech Zone sub branch
Jiantang Investment Company Shanghai Pudong Development Bank shares 9413015510 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 3215645.19-
Ningbo hi tech Zone sub branch Co., Ltd
Total 1889684530-
As of December 31, 2021, the company has used idle raised funds to purchase certificates of fixed deposit for large units
The total amount is 320 million yuan, and the details are as follows:
Unit: RMB 10000
Trustee product name entrusted financial product type value date maturity date expected annualized amount yield
Chang’an Bank Co., Ltd. has principal guaranteed fixed assets
Limited Company Baoji Huitong company large unit fixed-term 7000 income type 2019 / 3 / 112020 / 3 / 11 2.325% Sub Branch [Note 1] certificate of deposit
Chang’an Bank Co., Ltd. has principal guaranteed fixed assets
Limited Company Baoji Huitong company large amount unit regular 15000 income type 2018 / 12 / 282019 / 12 / 28 2.325% Sub Branch [Note 1] certificate of deposit
Chang’an Bank Co., Ltd. has principal guaranteed fixed assets
Limited Company Baoji Huitong large unit regular 10000 income type 2018 / 11 / 122019 / 11 / 12 2.325
