Sinomine Resource Group Co.Ltd(002738)
Use of previously raised funds
Audit report
Daxin zhuanshen Zi [2022] No. 104432
Daxin Certified Public Accountants (special general partnership)
WUYIGE CERTIFIED PUBLIC ACCOUNTANTS LLP.
Beijing Institute of Certified Public Accountants
Business report unified coding reporting system
Unified code for business reporting: 110101412022356018268
Sinomine Resource Group Co.Ltd(002738) name of the report on the previous fund raising:
Usage audit report
Report No.: dxzsz [2022] No. 104432
Name of audited (inspected) unit: Sinomine Resource Group Co.Ltd(002738)
Name of accounting firm: Daxin Certified Public Accountants (special general partnership)
Business type: special audit
Report date: May 23, 2022
Filing date: May 22, 2022
Shi Chenqi (110001690086),
Signed by:
Xu Xinbo (1014108)
(information can be queried by scanning QR code or logging into the official website of Beijing injection Association)
Note: this filing information only proves that the report has been filed with the Beijing Institute of certified public accountants, and does not mean that the Beijing Institute of Certified Public Accountants makes any form of guarantee for the content of the report in any sense.
Wuyige certified public accountants LLP telephone: + 86 (10) 82330558 Xueyuan International Tower, 15 / F, No. 1 Zhichun Road, Haidian District, Beijing Fax: + 86 (10) 82327668 No. 1 Zhichun Road, Haidian dist, 15th floor, College International Building com. cn. Postal Code: Beijing, China 100083
Audit report on the use of previously raised funds
Daxin zhuanshen Zi [2022] No. 104432 Sinomine Resource Group Co.Ltd(002738) all shareholders:
We have reviewed the special report on the use of previously raised funds (hereinafter referred to as the “special report on the use of previously raised funds”) prepared by Sinomine Resource Group Co.Ltd(002738) (hereinafter referred to as “your company”).
1、 Responsibilities of the board of directors
It is the responsibility of the board of directors of your company to prepare the special report on the use of the previously raised funds in accordance with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) of the China Securities Regulatory Commission, and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions.
2、 Responsibilities of Certified Public Accountants
Our responsibility is to give audit opinions on the special report on the use of the previously raised funds prepared by your company on the basis of the audit. We have conducted the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 – assurance business other than audit or review of historical financial information. The standard requires us to plan and implement the audit work to obtain reasonable assurance on whether there is no material misstatement in the special report on the use of the previously raised funds prepared by your company. In the audit process, we have implemented audit procedures that we consider necessary, including inquiry, inspection of relevant materials and documents, random inspection of accounting records and so on. We believe that our audit work provides a reasonable basis for issuing audit opinions.
3、 Review comments
We believe that the special report on the use of the previously raised funds prepared by your company complies with relevant regulations and fairly reflects the use of the previously raised funds as of March 31, 2022 in all major aspects.
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Sinomine Resource Group Co.Ltd(002738) about
Special report on the use of previously raised funds
The company and its directors, supervisors and senior managers guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
1、 Previous fund raising
(I) the amount of funds raised last time and the time of receipt of funds
1. Issuing shares and paying cash to purchase assets
In August 2018, with the approval of the reply on approving Sinomine Resource Group Co.Ltd(002738) exploration Co., Ltd. to issue shares to purchase assets and raise supporting funds from sun Meichun and others (zjxk [2018] No. 1205) of China Securities Regulatory Commission, the company reported to sun Meichun, Zhong Haihua, Feng Xiuwei, Xiong Ju, Hong Yanzhong, Shi Guangrong, long long, Hu Zhimin Xinyu Chunpeng Investment Management Center (limited partnership) and Fuhai Gutou Bang (Wuhu) No. 4 equity investment partnership (limited partnership) issued shares to purchase 100% equity of Dongpeng Xincai held by them.
As of August 9, 2018, the company has received a contribution of 140077734768 yuan from the object of non-public offering of shares. Daxin Certified Public Accountants (special general partnership) has verified the capital of the company’s issuing shares and paying cash to purchase assets, and issued the capital verification report (daxinyz [2018] No. 100105). The new shares issued this time have gone through the share registration formalities in zhongdeng Shenzhen Branch on August 23, 2018.
2. Funds raised through non-public offering
With the approval of the reply on approving Sinomine Resource Group Co.Ltd(002738) exploration Co., Ltd. to issue shares to purchase assets and raise supporting funds from sun Meichun and others (CSRC license 2018 [1205]) issued by China Securities Regulatory Commission, the supporting funds raised by the company through non-public issuance of RMB common shares (A shares) shall not exceed 429222500 yuan. As of April 19, 2019, 27097380 RMB ordinary shares (A shares) have been actually issued, and the total amount of funds raised is 42922249920 yuan. After deducting the issuance expenses of 15700000000 yuan such as underwriting fee, recommendation fee, audit fee, lawyer fee and information disclosure, the net amount of funds actually raised is 41352249920 yuan.
41622249920 of the above-mentioned total raised funds of 42922249920 yuan after deducting the underwriting fee and recommendation fee of 1300000000 yuan has been remitted to the 41010222743517 account opened by China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) “) in Fuchengmen sub branch of Jinzhou Bank Co., Ltd. on April 19, 2019. The above raised funds and newly increased registered capital and share capital have been verified by Daxin Certified Public Accountants (special general partnership), and a capital verification report (dxyz [2019] No. 1-0050) has been issued. In order to standardize the management and use of the raised funds, the company signed the tripartite supervision agreement on the raised funds with the sponsor China Securities Co.Ltd(601066) , and Beijing Fuchengmen sub branch of Jinzhou Bank Co., Ltd. on April 29, 2019, and implemented strict approval procedures for the use of the raised funds to ensure that the special funds are used for special purposes.
3. Issuance of convertible corporate bonds
On May 14, 2020, approved by the reply on approving Sinomine Resource Group Co.Ltd(002738) public issuance of convertible corporate bonds (zjxk [2020] No. 920) of China Securities Regulatory Commission, the company publicly issued convertible corporate bonds with a total face value of 80000000000 for a period of 6 years. The company shall raise RMB 80000000000 for the issuance of convertible corporate bonds, and the actually raised funds are RMB 80000000000. After deducting the recommendation and underwriting fee of RMB 2200000000, the actually received subscription funds for convertible corporate bonds are RMB 77800000000. All the above raised funds were in place on June 17, 2020 and verified by Daxin Certified Public Accountants (special general partnership), and a capital verification report (daxinyz [2020] No. 100077) was issued.
2、 Actual use of the previously raised funds
1. Issuing shares and paying cash to purchase assets
As of March 31, 2022, the actual use of the company’s issuance of shares and payment of cash to purchase assets is detailed in “annex 1-1 comparison table of the use of previously raised funds” of this report.
2. Funds raised through non-public offering
As of July 15, 2019, the net amount (principal) of raised funds in the company’s special account for raised funds of 41622249920 yuan and the interest generated from the deposit of raised funds have been fully used according to the specified purposes. The company has gone through the cancellation procedures of the above special account for raised funds in accordance with the regulations. The tripartite supervision agreement on raised funds signed by the company with China Securities Co.Ltd(601066) and Fuchengmen sub branch of Jinzhou Bank Co., Ltd. is terminated immediately.
As of March 31, 2022, the actual use of the company’s non-public raised funds is detailed in “annex 1-2 comparison table of the use of previously raised funds” of this report.
3. Issuance of convertible corporate bonds
As of March 31, 2022, the net amount (principal) of the raised funds in the company’s special account for raised funds of 77800000000 yuan and the interest generated from the deposit of raised funds of 117448841 yuan have been fully used according to the specified purposes. The company has gone through the cancellation procedures of the above special account for raised funds in accordance with relevant regulations on October 15, 2020. The tripartite supervision agreement on raised funds signed by the company with China Securities Co.Ltd(601066) and Bank Of Beijing Co.Ltd(601169) Shuangyushu sub branch will be terminated immediately.
As of March 31, 2022, the actual use of the company’s issuance of shares and payment of cash to purchase assets is detailed in “annex 1-3 comparison table of the use of previously raised funds” of this report.
3、 Changes in raised funds
As of March 31, 2022, the actual investment projects of the company’s previously raised funds have not changed, and there are no previously raised funds that have not been used.
4、 Advance investment and replacement of investment projects with raised funds
(I) issuing shares and paying cash to purchase assets
As of March 31, 2022, the company issued shares and paid cash to purchase assets
Unit: RMB 10000
Project name total investment raised funds self raised funds early investment exchange amount
Input amount
1. Purchase 100% equity of Dongpeng Xincai 14007773 0.00 0.00
Total 14007773 0.00 0.00
(II) funds raised by non-public offering
As of 202
