Western Securities Co.Ltd(002673)
About Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Verification opinions on the use of raised funds to increase capital to Baoji Machine tool, a holding subsidiary, and the implementation of raised investment projects
Western Securities Co.Ltd(002673) (hereinafter referred to as " Western Securities Co.Ltd(002673) " or "sponsor") as a sponsor of Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) (hereinafter referred to as " Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) " or "company") non-public offering of shares and continuous supervision, According to 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 (revised in 2022), and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (revised in 2022) The provisions of relevant laws, regulations and 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 (revised in 2022), The company has verified such matters as "using the raised funds to increase the capital of Baoji Machine tool, a holding subsidiary, to implement the raised investment project and Baoji Machine tool to open a special account for raised funds", "using bank acceptance bills, letters of credit and other means to pay for the raised investment project and plans to replace it with the raised funds in the same amount", "adding daily connected transactions in 2021 and daily connected transactions in 2022", The verification opinions are as follows:
1、 Use the raised funds to increase capital to Baoji Machine tool, a holding subsidiary, implement the raised investment project and open a special account for raised funds
(I) basic information of raised funds
Approved by the reply on approving Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) non-public offering of shares (zjxk [2021] No. 2500) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 206000000 RMB common shares (A shares) to specific objects by Western Securities Co.Ltd(002673) through issuing shares to specific investors, The issue price is 3.88 yuan per share, and the total amount of funds raised is 799280000.00 yuan. After deducting the underwriting recommendation fee of 15271471.70 yuan (excluding value-added tax) and other issuance expenses of 628301.89 yuan (excluding value-added tax), the net amount of funds raised from this non-public offering of A-Shares was 783380226.41 yuan, which was remitted to the company's fund-raising supervision account by Western Securities Co.Ltd(002673) on August 20, 2021. The availability of the above raised funds has been verified by Sigmar Certified Public Accountants (special general partnership) on the arrival of the raised funds in the issuer's account, and issued the capital verification report of "xihuiyan Zi (2021) No. 0041". The company has adopted a special account storage system for the raised funds, and signed a supervision agreement on the raised funds with the sponsor and the bank storing the raised funds.
(II) "upgrading of industrial capacity of high-end CNC machine tools and transformation project of digital chemical plant"
Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) held the 29th meeting of the seventh board of directors and the 14th meeting of the seventh board of supervisors on August 7, 2020; The fourth extraordinary general meeting of shareholders in 2020 was held on September 14, 2020, which considered and approved the proposal on the company's non-public development of A-Shares and other proposals, and determined the implementation plan of the raised investment project "high-end CNC machine tool industrial capacity improvement and digital chemical plant transformation project". The non-public offering was approved by the issuance Audit Committee of CSRC on May 17, 2021; It was approved by China Securities Regulatory Commission on July 27, 2021.
The details of the project are as follows:
Project Name: upgrading of industrial capacity of high-grade CNC machine tools and transformation of digital chemical plant
The project implementation subject Baoji Machine Tool Group Co., Ltd. ( Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) holding subsidiary) the project implementation location is the existing plant area of Baoji Machine tool, Gaoxin 14th Road, Baoji City
On the basis of the existing R & D and production base of medium and high-grade CNC machine tools, carry out plant transformation and equipment construction; Carry out the construction of MES and logistics configuration system in the workshop of digital chemical plant; Technology introduction and product R & D.
The construction period of the project is from January 2019 to December 2023
The total investment of the project is 180.683 million yuan, the self raised capital of Baoji Machine tool is 30.683 million yuan, and the capital of Qinchuan machine tool is planned to increase by 150 million yuan
After the completion of the project, the annual production capacity of 5 large-scale high-grade horizontal turn milling composite centers, 30 HMC series economic benefit prediction precision horizontal machining centers, 20 five axis turn milling composite machining centers, 120 high-grade CNC vertical lathes and 20 automatic production lines will be achieved. It is estimated that the annual new sales revenue will be about 326.8 million yuan, and the new average after tax profit will be about 31.73 million yuan.
As the main body of the project is Baoji Machine Tool Group Co., Ltd. (hereinafter referred to as "Baoji Machine Tool"), the company plans to increase the capital of Baoji Machine Tool by 150 million yuan to support the fund-raising and investment project of Baoji Machine tool.
(III) consideration for capital increase
According to the asset appraisal report of Baoji Machine Tool Group Co., Ltd. issued by Zhonglian (Shaanxi) pingbao Zi [2022] No. 1009 issued by Zhonglian asset appraisal group (Shaanxi) Co., Ltd., with September 30, 2021 as the base date, the owner's equity of Baoji Machine tool belonging to the parent company is 647718800 yuan, and the paid in capital is 399662100 yuan, The registered capital is calculated by dividing the assessed value by the actual contribution of 1.62 yuan.
Other shareholders of Baoji Machine Tool give up participating in the capital increase. After the capital increase, the equity structure is as follows:
Unit: 10000 yuan,%
Name of shareholders before and after capital increase
No. paid in capital shareholding ratio of registered capital shareholding ratio of registered capital
1 Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) 20,382.76 20,382.76 43.16 29,638.22 52.47
2 Baoji state owned Assets Management Co., Ltd. 18524.42 18524.42 39.22 18524.42 32.80 Ren
3 Baoji hi tech Investment Holding Co., Ltd. 1059.03 1059.03 2.24 1059.03 1.87
4 Guokai development fund Co., Ltd. - 7262.87 15.38 7262.87 12.86
Total 39966.21 47229.08 100.00 56484.54 100.00
(IV) impact on the company
The capital increase comes from the fund raised by the company's non-public offering of shares. The implementation method is in line with the capital investment direction of the raised investment project and the actual capital needs of Baoji Machine Tool and the raised investment project.
The investment of raised funds is based on the actual construction and operation needs of the company's raised investment projects, which is conducive to ensuring the smooth implementation of raised investment projects, improving the use efficiency of raised funds, improving the overall profitability of the company, and in line with the company's development strategy and the interests of all shareholders. This capital increase complies with the relevant provisions on the use of the raised funds of listed companies, does not involve the change of the use purpose of the raised funds, nor the change of the implementation subject or implementation method of the raised funds investment project, will not affect the implementation of the raised investment project, and there is no situation that damages the interests of the company and shareholders.
(V) Baoji Machine Tool opens a special account for raised funds
According to the capital increase arrangement of the company and the regulations on the use of the raised funds, Baoji Machine tool, the main body of the implementation of the "high-end CNC machine tool industrial capacity improvement and digital chemical plant transformation project", needs to open a special account to manage the raised funds. Baoji Machine Tool plans to open a special account for the raised funds in Baoji branch of Shanghai Pudong Development Bank and authorize its legal representative to sign the relevant documents.
2、 Use bank acceptance bills, letters of credit and other methods to pay for the raised investment projects, and plan to replace them with the raised funds in the same amount
(I) basic information
During the implementation of the raised investment project, some suppliers agreed to accept the payment methods such as acceptance bills, and most of the daily receipts received by the company are bank acceptance bills. In order to speed up the bill turnover, improve the efficiency of capital use and reduce the financial cost. According to the actual needs, it is planned to pay the raised investment project funds with bank acceptance bills and letters of credit, and replace them with the raised funds in the same amount.
(II) specific operation process
1. According to the construction progress of the raised investment project, the project management department shall confirm the funds that can be paid by means of bank acceptance and letter of credit, and sign relevant contracts after performing the corresponding internal approval procedures; 2. For specific payment, the relevant department shall fill in the payment application form, indicate the payment method as bank acceptance bill, letter of credit, etc. according to the contract terms, and approve it level by level according to the company's fund payment approval procedure. The financial department shall pay (or endorse) the bank acceptance bill, etc. according to the approved payment application form, and establish the corresponding account;
3. The financial department shall establish a special account, count the funds paid for raised investment projects with bank acceptance bills and letters of credit one by one, prepare the summary details of bank acceptance bills, letters of credit and other payments on a monthly basis, and regularly copy them to the recommendation institution and the recommendation representative;
4. After the recommendation institution and the recommendation representative have no objection to the above detailed statement, the financial department shall regularly apply to the special bank for raising funds for replacement, and the special bank will transfer the equivalent funds paid for the raised investment projects through bank acceptance bills, letters of credit and other means from the special account for raising funds to the general account of the company.
5. When the bank acceptance bill not endorsed and transferred is due, the company will pay with its own funds and will no longer use the funds in the special account for raised funds.
6. The recommendation institution and the recommendation representative have the right to supervise the company's use of bank acceptance bills, letters of credit and other funds for raised investment projects through on-site verification and written inquiry. The company and the raised funds storage bank shall cooperate with the recommendation institution and the recommendation representative in their investigation and inquiry.
(III) impact on the company
The company uses bank acceptance bills and letters of credit to pay the funds involved in the investment projects of raised funds, and then uses the raised funds for equal replacement, which is conducive to improving the use efficiency of raised funds and reducing financial costs, does not affect the normal progress of the investment projects of raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
3、 Add daily related party transactions in 2021 and daily related party transactions in 2022
(I) forecast of daily connected transactions in 2021
On March 15, 2021, Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) held the 36th meeting of the seventh board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2021. The company expects that the total amount of daily related party transactions in 2021 will not exceed 1286.6 million yuan, including the total amount of goods purchased from related parties will not exceed 30.8 million yuan, and the total amount of labor, maintenance and leasing services provided by related parties will not exceed 1.63 million yuan; The total amount of goods sold to related parties shall not exceed 1137.21 million yuan, and the total amount of labor services provided to related parties shall not exceed 116.96 million yuan. (II) add daily connected transactions in 2021
In 2021, due to the increase of daily business between the company and individual related persons and the transfer of equity of subsidiaries by the company, new related parties were formed, resulting in the actual number of daily related party transactions exceeding the estimated number at the beginning of the year, with a total exceeding amount of 17.6331 million yuan. Among them, the sales transaction amount is 9.9356 million yuan, the purchase transaction amount is 2.3549 million yuan, and the related party transaction funds occupy 5.3426 million yuan of principal and interest. The company will add the part exceeding the expectation.
1. Add the category and amount of daily connected transactions
Unit: 10000 yuan
Related contracts signed in 2021
Related party transaction category related party transaction deposit amount of related party transaction actual additional content pricing or expected amount principle amount
Shaanxi fast auto parts sales commodity agreement 0 11.58 11.58 import and Export Co., Ltd
Xi'an fast gear sales has a sales commodity agreement of 0 870.75 870.75 to sell the limited company price to related parties
Commodity sales agreement of Shanghai Hanjiang Machine Tool Accessories Factory 0 16.85 16.85 price
