Western Securities Co.Ltd(002673)
About Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837)
Use the raised funds to replace the self raised funds invested in the raised investment project in advance
Verification opinions
Western Securities Co.Ltd(002673) (hereinafter referred to as ” Western Securities Co.Ltd(002673) ” or “sponsor”) as the 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) In accordance with 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 the use of raised funds to replace self raised funds invested in raised investment projects in advance, and issued the following verification opinions: I. Basic information of the 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.
2、 Investment projects with raised funds
The net amount of funds raised in this offering is 783380226.41 yuan, which is specifically used to invest in the following projects:
Unit: Yuan
No. project name the total investment of the project is planned to use the raised funds
1 high end intelligent gear equipment development and industrialization project 3022000.00 3022000.00
2. Industrial capacity improvement of high-grade CNC machine tools and digital 180683000.00 150000000.00 factory transformation project
3. Supplement of working capital and repayment of bank loans – 331180226.41
Total 482883000.00 783380226.41
3、 Self raised funds are invested in the raised investment projects in advance
Before the funds raised from this non-public offering of shares are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and plans to replace them after the raised funds are in place. As of January 31, 2022, the company has invested the self raised funds of raised investment projects in advance. The details are as follows:
Unit: Yuan
No. the total investment commitment of raised funds for investment projects with raised funds replaces the amount of self raised funds for investment projects with raised funds
1. Development and industrialization of high-end intelligent gear equipment 3022000.00 31516892.16 items
2. Industrial capacity improvement of high-grade CNC machine tools and digital 150000000.00 14393442.75 chemical plant transformation project
Total 452200000.00 45910334.91
According to the above table, the company plans to use the raised funds of RMB 45910334.91 to replace the self raised funds invested in the above projects in advance. Sigma Certified Public Accountants (special general partnership) has issued “xikuaishan Zi (2022) No. 0268” special audit report on Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) raised capital replacement for the above matters.
4、 Review procedures for verification matters
(I) opinions of the board of directors and the board of supervisors
On February 16, 2022, the company held the 9th meeting of the 8th board of directors and the 6th meeting of the 8th board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds of pre invested projects, and agreed to use the raised funds of RMB 45910334.91 to replace the self raised funds of pre invested projects.
The replacement time of the company’s raised funds is less than 6 months from the date of receipt of the raised funds, It complies with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (revised in 2022), and the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022).
(II) opinions of independent directors
The independent directors of the company made the following independent opinions on the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance:
The company uses the funds raised by non-public offering to replace the self raised funds invested in the raised investment projects in advance, which belongs to the investment scope of the raised funds disclosed in the company’s non-public offering plan, Comply with the provisions of relevant laws, regulations and regulatory rules, 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 stock listing rules of Shenzhen Stock Exchange and the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board.
The company’s pre investment of raised investment projects with self raised funds is conducive to accelerating the construction of raised investment projects, meeting the needs of the company’s business development and safeguarding the interests of all shareholders. Therefore, we agree that the company will use the raised funds of 45910334.91 yuan to replace the self raised funds invested in the raised projects in advance.
5、 Sponsor’s verification opinions
After verification, the sponsor believes that the company’s use of raised funds to replace the self raised funds invested in the raised investment project in advance has been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have issued clear consent opinions, and Sigmar Certified Public Accountants (special general partnership) has issued a special assurance report and performed the necessary legal procedures, Moreover, the replacement time is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of 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 guidelines for supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022). The company’s use of the raised funds to replace the self raised funds invested in advance does not conflict with the implementation plan of the raised funds investment project, does not affect the normal progress of the raised funds investment project, nor does it change or disguise the investment direction of the raised funds and damage the interests of the company’s shareholders. In conclusion, the sponsor has no objection to the company’s replacement of self raised funds invested in advance with raised funds.
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(there is no text on this page, which is the signature and seal page of Western Securities Co.Ltd(002673) verification opinions on Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) using raised funds to replace self raised funds invested in raised investment projects in advance) sponsor representative:
Wang Keyu, Zhang Liang
Western Securities Co.Ltd(002673) February 16, 2022
