Citic Securities Company Limited(600030) verification opinions on Shenzhen King Explorer Science And Technology Corporation(002917) using bank acceptance bill to pay the funds required for the raised investment project and replacing it with the raised funds in the same amount
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) is the sponsor of Shenzhen King Explorer Science And Technology Corporation(002917) (hereinafter referred to as ” Shenzhen King Explorer Science And Technology Corporation(002917) ” and “company”) non-public offering of shares (hereinafter referred to as “this non-public offering”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions, It is verified that Shenzhen King Explorer Science And Technology Corporation(002917) uses bank acceptance bill to pay the funds required for the raised investment project and replaces the same amount with the raised funds. The verification is as follows:
1、 Basic information of raised funds
With the approval of the reply on approving Shenzhen King Explorer Science And Technology Corporation(002917) non-public shares issued by the China Securities Regulatory Commission (zjxk [2021] No. 2103), the company issued 76270197 new shares of RMB common shares (A shares) to specific objects, and the total amount of funds actually raised was RMB 695584196.64, After deducting the issuance expenses of RMB 10655501.92 (excluding tax), the net amount of funds actually raised is RMB 684928694.72. ShineWing Certified Public Accountants (special general partnership) has verified the availability of the raised funds of the company’s non-public offering on January 6, 2022, and issued xyzh / 2022szaa20002 capital verification report.
The investment projects and use plans of the funds raised by the company’s non-public offering are as follows:
The total investment amount is proposed after deducting the issuance expenses
No. project name (10000 yuan) net amount of raised funds invested
(10000 yuan)
1 blasting engineering service items 32057.68 32057.68
2. Technical transformation and information construction project of civil blasting equipment production line 15208.91 15208.91
3 northern regional operation center and industrial information service industrialization project 24291.83 21226.28
order
Total 71558.42 68492.87
The company has opened a special account for the raised funds as required, and signed a three-party supervision agreement and a four party supervision agreement with the deposit bank and the recommendation institution.
2、 The operation process of using bank acceptance bills to pay the funds required by the raised funds for investment projects and replacing them with the raised funds in equal amount
1. When applying for the payment of the corresponding funds of the raised investment project, the company’s procurement department shall fill in the payment approval form and indicate the payment method after the review level by level according to the fund use approval procedure specified in the company’s raised fund management system. If the payment method is bank acceptance bill, the company’s financial department shall handle the payment of bank acceptance bill according to the approved payment approval form, And establish a standing book for using bank acceptance bills to pay raised investment projects;
2. The financial department of the company shall prepare the detailed statement of payment of bank acceptance bills on a monthly basis and send a copy to the sponsor representative; After the sponsor representative has no objection, the Finance Department of the company shall submit a written application for replacement of the raised funds equal to the bank acceptance bill to the supervision Bank of the special account for raised funds, and transfer the equivalent funds of the corresponding funds of the raised investment project paid through the bank acceptance bill this month from the special account for raised funds to the general account of the company for the business activities of the company;
3. The recommendation institution and the recommendation representative can continuously supervise the company’s use of bank acceptance bills to pay the funds raised for investment projects on a regular or irregular basis. The recommendation institution can exercise its supervision power through on-site verification, written inquiry and other means, and the company shall cooperate with the investigation and inquiry of the recommendation institution.
3、 Impact on the company
The company’s use of bank acceptance bills to pay for the funds required for the investment projects of raised funds will help to improve the use efficiency of raised funds, reduce the company’s financial costs and control the risk of contract performance, which is in line with the interests of the company and all shareholders, will not affect the normal progress of the company’s investment projects of raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
4、 This time, the bank acceptance bill is used to pay the funds required for the investment project of the raised funds and replace them with the raised funds in the same amount
(I) opinions of the board of directors
On February 21, 2022, the 23rd Meeting of the second board of directors of the company deliberated and approved the proposal on using bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount. In order to improve the use efficiency of the raised funds and reduce the use cost of funds, the board of directors agreed that during the implementation of the raised funds investment projects, Use the bank acceptance bill to pay the funds involved in the investment projects of the raised funds, and regularly transfer the equivalent funds from the special account of the raised funds to other accounts of the company. This matter is in line with the interests of the company and all shareholders, does not affect the normal progress of the company’s investment projects with raised funds, and there is no disguised change in the investment direction of raised funds and damage to the interests of shareholders.
(II) opinions of independent directors
The independent directors of the company believe that during the implementation of the raised investment project, the company uses the bank acceptance bill to pay the funds required for the raised capital investment project and replaces them with the raised capital in the same amount, which is conducive to improving the use efficiency of the raised capital and reducing the use cost of the company’s funds, which is in line with the overall interests of the company and all shareholders and does not affect the normal progress of the raised capital investment project of the company, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. It is agreed that the company will use the bank acceptance bill to pay the funds required for the investment project with the raised funds and replace them with the raised funds in the same amount.
(III) opinions of the board of supervisors
On February 21, 2022, the 23rd Meeting of the second session of the board of supervisors of the company deliberated and approved the proposal on using bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in the same amount. The board of supervisors agreed that the company should use bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in the same amount.
The company’s use of bank acceptance bills to pay the funds required for the investment projects of raised funds is conducive to improving the use efficiency of raised funds and reducing financial costs, which is in line with the overall interests of the company and all shareholders, does not affect the normal progress of the company’s investment projects of raised funds, and there is no situation of changing the investment direction of raised funds in a disguised manner and damaging the interests of shareholders.
5、 Opinions of the sponsor
After verification, the sponsor believes that the company has fulfilled the necessary examination and approval procedures for using bank acceptance bills to pay the funds required for the raised investment projects and replacing them with the raised funds in the same amount, the relevant proposals have been deliberated and adopted at the 23rd Meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, and the independent directors of the company have also expressed clear consent, The decision-making procedures for relevant matters are legal and compliant. This time, the company uses the bank acceptance bill to pay the funds required for the raised investment project and replaces it with the raised funds in the same amount, which will not affect the normal progress of the company’s raised funds investment project, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company and shareholders, Comply 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, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board of Shenzhen Stock exchange and so on.
Therefore, the recommendation institution has no objection to Shenzhen King Explorer Science And Technology Corporation(002917) using bank acceptance bill to pay the funds required for the raised investment project and replacing it with the raised funds in the same amount.
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Sponsor representative:
Liu Jiansun Ruifeng
Citic Securities Company Limited(600030) mm / DD / yy
