Sino German Securities Co., Ltd
Investigation opinions on the extension of Zhongyan Technology Co.Ltd(003001) part of the investment projects with raised funds
Zhongde Securities Co., Ltd. (hereinafter referred to as "Zhongde securities" and "sponsor") as the sponsor of initial public offering and listing of Zhongyan Technology Co.Ltd(003001) (hereinafter referred to as "003001}" or "company"), in accordance with the administrative measures for securities issuance and listing sponsor business and the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange The Shenzhen Stock Exchange's stock listing rules, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other relevant provisions have carefully verified the matters on the postponement of Zhongyan Technology Co.Ltd(003001) some investment projects with raised funds considered at the 30th meeting of the second board of directors and the 18th meeting of the second board of supervisors, The details of verification are as follows:
1、 Investment projects with raised funds
Approved by China Securities Regulatory Commission on approving Zhongyan Technology Co.Ltd(003001) initial public offering (zjxk [2020] No. 1275), the company publicly issued 24293828 ordinary shares in RMB to the public, and the total amount of funds raised was RMB 732701852.48. After deducting the issuance expenses of RMB 65788355.01, the actual net amount of funds raised was RMB 666913497.47. The availability of the above raised funds has been confirmed by ShineWing certified public accountants The (special general partnership) shall verify and issue the capital verification report (xyzh / 2020bja80288).
The company has adopted a special account storage system for the raised funds, and signed a tripartite supervision agreement on the raised funds with the sponsor and the bank storing the raised funds. All the raised funds have been deposited in the special account for raised funds after they are received.
On April 6, 2021, the company held the 24th Meeting of the second board of directors and the 13th meeting of the second board of supervisors, deliberated and adopted the proposal on changing the implementation location and adjusting the implementation progress of some raised capital investment projects respectively, and agreed to adjust the date when the "project service capacity improvement project" reaches the expected usable state to June 30, 2022; The date when the "environmental remediation project" reaches the expected serviceable state shall be adjusted to
30 June 2022; The date when the "R & D center construction project" reaches the expected usable state is adjusted to 2021
December 31; The date when the "information system construction project" reaches the expected usable state is adjusted to 2021
December 31. For details, please refer to the "about" disclosed by the company on cninfo.com on April 8, 2021
Announcement on changing the implementation location and adjusting the implementation progress of some projects invested by raised funds (Announcement No.:
2021-034）。 After adjusting the implementation progress, the investment projects with raised funds are as follows:
Unit: RMB 10000
No. total investment amount of the project invested by raised funds date when the amount of raised funds to be used reaches the expected usable state
1 engineering service capacity improvement project 10030.0010030.002june 30, 2002
2 environmental remediation project 4190.124190.002june 30, 2002
3 R & D center construction project 3790.773790.00 December 31, 2012
4 information system construction project 2203.882200.002december 31, 2001
5. Supplementary working capital 51708.2046481.35--
Total 71922.9766691.35--
2、 The use of raised funds for some investment projects with deferred raised funds
As of November 30, 2021, the use of the raised funds of some deferred raised funds investment projects
The situation is as follows:
Unit: RMB 10000
No. total investment and commitment of raised funds for investment projects with raised funds as of November 30, 2021 progress of investment of raised funds amount of promised investment amount daily cumulative investment amount balance
1. R & D center construction project 3790.773790.001483.362358.7739 14%
2. Information system construction item 2203.882200.00367 631,876.4616. 71% mesh
Note: ① the above data have not been audited; ② The accumulated investment amount includes the actual investment amount of the principal of the raised funds and the actual income of the funds
International investment; ③ The balance of raised funds includes the balance of accumulated financial management income received and the balance of bank deposit interest, etc.
3、 Situation and reasons for the delay of some investment projects with raised funds
1. Project delay
Time when the project is expected to be available
No. investment project of raised funds
After adjustment
1 R & D center construction project December 31, 2021 December 31, 2022
2 information system construction project December 31, 2021 December 31, 2022
2. Reasons for project delay
The R & D center construction project includes R & D site construction, acquisition of R & D equipment and R & D investment and other projects. It is affected by the delay in delivery of R & D office buildings and fitment builders after New Coronavirus's pneumonia outbreak and construction and implementation changes. The actual construction progress of the project is delayed.
"Information system construction project" is extremely complex. It takes a long time from project investigation to scheme discussion, scheme determination, and then to the final development, test and launch; Secondly, the information system needs to adapt to the company's management, and the refinement of the company's management makes it more complex; In addition, affected by the epidemic of New Coronavirus pneumonia, the start-up time of some information system construction projects is later than the scheduled plan, resulting in the progress of information system construction project investment.
From the perspective of safeguarding the interests of all shareholders and enterprises, combined with the actual construction situation and market development prospect of the current raised capital investment projects, and after careful research, the company decided to postpone the estimated usable time of some raised capital investment projects, and planned to "R & D center construction project" The scheduled availability date of "information system construction project" is extended from December 31, 2021 to December 31, 2022.
4、 Impact on the company caused by the delay of some investment projects with raised funds
The postponement of some of the projects invested with raised funds can better ensure the construction quality of the projects invested with raised funds, achieve the construction objectives, and allocate resources reasonably and effectively. It does not belong to the substantive change of the projects invested with raised funds, does not change the purpose of the raised funds, will not have a substantive impact on the implemented projects, and will be consistent with the company's existing production The R & D capability matches the company's production and operation status at this stage. The postponement of some investment projects with raised funds will not have a foreseeable significant adverse impact on the operation of the company, and there are no other circumstances damaging the interests of shareholders, which is in line with the overall development of the company and the long-term interests of shareholders.
5、 Relevant review procedures and special opinions for implementation
1. Deliberations of the board of directors
On December 22, 2021, the 30th meeting of the second board of directors of the company deliberated and approved the proposal on the extension of some investment projects with raised funds. The company decided to extend the expected availability date of some investment projects with raised funds, and planned to extend the expected availability date of "R & D center construction project" and "information system construction project", From December 31, 2021 to December 31, 2022.
2. Deliberations and opinions of the board of supervisors
On December 22, 2021, the 18th meeting of the second board of supervisors of the company deliberated and adopted the proposal on the extension of some raised capital investment projects. After review, the board of supervisors considered that the extension of some raised capital investment projects of the company was a prudent decision based on the principle of prudence and the actual progress of the raised capital investment projects of the company, It does not involve the change of the implementation subject, investment purpose and investment scale of the investment project invested by the raised funds, and there is no change or disguised change of the investment direction of the raised funds and damage to the interests of the shareholders of the company, The extension procedures of some investment projects with raised funds comply with the provisions of relevant laws and regulations 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 standardized operation of listed companies of Shenzhen Stock Exchange and so on. Therefore, the board of supervisors unanimously agreed on the extension of some investment projects with raised funds.
3. Opinions of independent directors
The postponement of some raised capital investment projects is a prudent decision made by the company from the perspective of safeguarding the interests of all shareholders and enterprises, combined with the actual implementation progress of the current raised capital investment projects and market changes; It does not involve the change of the implementation subject, investment purpose and scale of the investment project invested by the raised funds, and there is no change or disguised change of the investment direction of the raised funds and damage to the interests of the shareholders of the company. The above matters have fulfilled the necessary approval procedures and comply with the provisions of relevant laws and regulations 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 standardized operation of listed companies of Shenzhen Stock Exchange and so on. Therefore, the independent directors unanimously agreed on the extension of some of the company's investment projects with raised funds.
6、 Opinions of the sponsor
The sponsor believes that after verification, the extension of some of the company's investment projects with raised funds has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors have expressed their consent, which is in line with 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 standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations. In conclusion, the sponsor has no objection to the extension of some of the company's investment projects with raised funds.
(there is no text on this page, which is the signature and seal page of the investigation opinions of Sino German Securities Co., Ltd. on the extension of Zhongyan Technology Co.Ltd(003001) some raised capital investment projects)
Sponsor representative:
Li Wenjin, Chen Xiangyou
Sino German Securities Co., Ltd. mm / DD / yyyy
