China International Capital Corporation Limited(601995)
About Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Special verification opinions on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Beijing Huafeng Test & Control Technology Co.Ltd(688200) (hereinafter referred to as ” Beijing Huafeng Test & Control Technology Co.Ltd(688200) ” or “company”) initial public offering of shares, listing on the science and innovation board and continuous supervision, In accordance with the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock exchange No. 11 – continuous supervision, and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange According to the requirements 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, China International Capital Corporation Limited(601995) and its designated sponsor representative conducted a special verification on the deposit and use of raised funds in Beijing Huafeng Test & Control Technology Co.Ltd(688200) 2021. The verification results and opinions are as follows:
1、 Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
According to the reply on Approving the registration of Beijing Huafeng Test & Control Technology Co.Ltd(688200) initial public offering (zjxk [2020] No. 93) issued by the China Securities Regulatory Commission on January 14, 2020, the company was approved to publicly issue 15296297 ordinary shares in RMB at an issue price of 107.41 yuan per share, and the total amount of funds raised by the company was 1642975300 yuan, After deducting the total issuance cost of RMB 130.7167 million (excluding tax), the net amount of raised funds is RMB 151.22586 million. All the above raised funds have been in place, which has been verified by Daxin Certified Public Accountants (special general partnership) and issued the capital verification report (daxinyz [2020] No. 3-00003). The company has stored the raised funds in a special account, and signed the tripartite supervision agreement on raised funds and the quadripartite supervision agreement on raised funds with the sponsor and the commercial bank storing the raised funds.
In addition to the above legal fees, audit fees, statutory information disclosure and other issuance expenses of 16355220.68 yuan in previous years, the company spent 172878530.42 yuan (including 6021.85 yuan of account management fee), and the financial management income and bank interest income received in previous years were 24930744.91 yuan. The total expenditure of using the raised funds in 2021 is 500836388.21 yuan, including:
1. The total amount of direct expenditure of raised investment projects is 500821004.33 yuan;
2. Account management fees and other expenses 15383.88 yuan;
The accumulated financial management income and bank interest income received in 2021 was 32112401.30 yuan.
As of December 31, 2021, the balance of raised funds is 838543664.33 yuan and the deposit balance of raised funds account is 895586810.54 yuan. The difference between the two is 57043146.21 yuan, which is the financial management income and bank interest income of idle raised funds.
2、 Management of raised funds
(I) management system of raised funds
The company has formulated the measures for the administration of raised funds in accordance with the company law of the people’s Republic of China, the securities law, the spirit of the notice on Further Strengthening the administration of publicly raised funds of joint stock limited companies issued by the China Securities Regulatory Commission and the measures for the administration of raised funds of listed companies on the Shanghai Stock Exchange, The special account storage system shall be implemented for the raised funds, and the use approval procedures shall be strictly performed, so as to supervise the management and use of the raised funds and ensure that the special funds are used for special purposes.
(II) three party (IV) supervision agreement of raised funds
Before listing, the company and the sponsor signed the tripartite supervision agreement on the storage of special account for raised funds with Industrial And Commercial Bank Of China Limited(601398) Beijing Fengtai sub branch and China Merchants Bank Co.Ltd(600036) Beijing Fengtai Science and Technology Park sub branch; The company’s wholly-owned subsidiary Beijing Huafeng Test & Control Technology Co.Ltd(688200) Technology (Tianjin) Co., Ltd. (hereinafter referred to as “Tianjin Huafeng”) signed the four party supervision agreement on the storage of special account for raised funds with Agricultural Bank Of China Limited(601288) Tianjin Port Co.Ltd(600717) Free Trade Zone sub branch and the sponsor; Beijing shengtaisi Software Co., Ltd. (hereinafter referred to as “Beijing shengtaisi”), a wholly-owned subsidiary of the company, signed the Quartet supervision agreement on the storage of raised funds in the special account with China Merchants Bank Co.Ltd(600036) Beijing Fengtai Science and Technology Park sub branch and the sponsor.
As of December 31, 2021, the deposit of the company’s raised funds in the deposit bank is as follows:
Unit: Yuan
Bank name account closing balance
Guangfa Bank Co., Ltd. Beijing Branch Shijingshan 9550880218034700210 51000000.00 sub branch
20000003900500036368532 300000000.00 Bank Of Beijing Co.Ltd(601169) financial port sub branch 20000003900500038987660 267000000.00 subtotal 567000000.00
110939178410503 3909237.07 11093917848200046 15000000.00 China Merchants Bank Co.Ltd(600036) Beijing Branch Fengtai Science Park sub branch 11093917848000180 11000000.00 subtotal 29909237.07
020296419200299465 10738236.59 China Industrial And Commercial Bank Of China Limited(601398) Beijing Science and Technology Park sub branch 020296414200008657 200000000.00 020296414200009036 2400000.00 subtotal 213138236.59
110939178410702 6,540.76
China Merchants Bank Co.Ltd(600036) Beijing Branch Fengtai Science Park sub branch 11093917848100190 2498000.00 subtotal 24986540.76
Agricultural Bank Of China Limited(601288) Zhongxin eco city sub branch 02251101040002067 8914059.02
Agricultural Bank Of China Limited(601288) Zhongxin eco city sub branch 02251101040002075 638736.91
China Merchants Bank Co.Ltd(600036) Beijing Branch Fengtai Science Park sub branch 110942684010302 0.04
China Merchants Bank Co.Ltd(600036) Beijing Branch Fengtai Science Park sub branch 110942684010501 0.15
Total 895586810.54
3、 Actual use of raised funds this year
(I) actual use of raised funds
See the attached table comparison table of the use of raised funds for details.
(II) early investment and replacement of raised investment projects
After the raised funds are in place, the company has invested 29529485.56 yuan in March 2020. The replacement has been deliberated and approved at the 16th meeting of the first board of directors on March 6, 2020, verified by Daxin Certified Public Accountants (special general partnership), and issued the authentication report of Beijing Huafeng Test & Control Technology Co.Ltd(688200) replacing self raised funds invested in raised funds projects with raised funds (Daxin zhuanshen Zi [2020] No. 3-00050).
(III) changes in the place and mode of implementation of the project invested with raised funds
On June 24, 2020, the company held the 19th meeting of the first board of directors and the 14th meeting of the first board of supervisors, deliberated and adopted the proposal on increasing the implementation subject and location of raised investment projects, and added Beijing shengtaisi, a wholly-owned subsidiary, as the implementation subject of raised investment projects, The sub project R & D center construction and scientific research innovation project of the integrated circuit advanced test equipment industrialization base construction project jointly implemented with the company and / or subsidiaries, and the corresponding implementation location is Fengtai District, Beijing.
(IV) use of over raised funds
On February 10, 2021, the company held the second meeting of the second board of directors and the second meeting of the second board of supervisors, deliberated and approved the proposal on using part of the raised funds and part of the over raised funds to purchase real estate for the construction of Beijing R & D center. According to the company’s development plan and actual production and operation needs, the company plans to use 150 million yuan of raised funds The over raised funds of 150 million yuan were used to purchase the real estate located in buildings 101, 102 and 103 of Building 5 in the zhongchuangxin center project in Haidian District, Beijing for the construction of Beijing R & D center. As of December 31, 2021, the real estate transfer registration procedures of buildings 101, 102 and 103 in zhongchuangxin center project have been completed and the real estate registration certificate has been obtained.
(V) cash management of idle raised funds
On February 21, 2020, the company held the 15th meeting of the first board of directors and the 10th meeting of the first board of supervisors, deliberated and adopted the proposal on cash management with some idle raised funds, which ensured that the temporarily idle raised funds would not affect the progress of investment projects with raised funds Cash management is carried out without affecting the normal production and operation of the company and ensuring the safety of funds, which is used to purchase investment products with high safety, good liquidity and guaranteed principal.
On April 14, 2021, the third meeting of the second board of directors and the third meeting of the second board of supervisors deliberated and approved the proposal on the use of some idle raised funds for cash management, which agreed that the company would use idle raised funds with a limit of no more than 1.2 billion yuan for cash management, that is, high purchase safety, good liquidity Investment products with Principal Guaranteed agreements sold by financial institutions with legal business qualifications (including but not limited to principal guaranteed financial products, structured deposits, time deposits, call deposits, large certificates of deposit, agreed deposits, etc.). Within the above limit, the funds can be used on a rolling basis. The resolution on the use of idle raised funds for cash management shall be effective within 12 months from the date of deliberation and adoption by the board of directors.
In accordance with the provisions of relevant laws, regulations and normative documents, the company has formulated the company’s entrusted financial management measures, established internal control links such as investment approval, process supervision and risk control, and effectively standardized the activities of idle raised funds to purchase the above investment products.
(VI) explanation of the situation that the benefits of the investment project with raised funds cannot be calculated separately
All scientific research and innovation projects are R & D projects. In order to further enhance the company’s technical reserves and continuously launch new products to improve the business system and consolidate the industry position, the R & D investment, progress, achievements and contribution to the future are uncertain, and the benefits cannot be calculated separately.
4、 Change the use of funds for investment projects with raised funds
(I) change of investment projects with raised funds
The investment project of the company’s raised funds in 2021 has not changed.
(II) external transfer or replacement of investment projects with raised funds
There is no external transfer or replacement of the company’s investment projects with raised funds in 2021.
5、 Problems in the use and disclosure of raised funds
The disclosure of the use of the company’s raised funds is consistent with the actual use, and there is no failure to make timely, true, accurate and complete disclosure, nor is there any illegal use of the raised funds.
6、 Assurance opinions of Accountants on the deposit and use of the company’s raised funds in 2021
Daxin Certified Public Accountants (special general partnership) reviewed the special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company and issued the audit report on the deposit and actual use of Beijing Huafeng Test & Control Technology Co.Ltd(688200) raised funds (Daxin zhuanshen Zi [2022] No
