Verification opinions of Ping An Securities Co., Ltd. on Shenzhen Sed Industry Co.Ltd(000032) using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid additional issuance registration fees
Ping An Securities Co., Ltd., as an independent financial consultant of Shenzhen Sed Industry Co.Ltd(000032) (hereinafter referred to as "SHENSANGDA", "listed company" or "the company"), in accordance with the measures for the administration of major asset restructuring of listed companies, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents have carefully verified the use of raised funds by listed companies to replace self raised funds that have been invested in raised investment projects in advance and paid additional issuance registration fees. The details are as follows:
1、 Basic information of raised funds
With the approval of the reply of China Securities Regulatory Commission on approving Shenzhen Sed Industry Co.Ltd(000032) to issue shares to purchase assets and raise supporting funds from China Electronic Information Industry Group Co., Ltd. (zjxk [2021] No. 1018), the supporting funds raised by the company's non-public offering of shares are approved to be no more than 2 million yuan. The company's non-public offering of RMB common shares this time (A shares) 67513362 shares, the issue price per share is 14.96 yuan, the total amount of funds raised is 1009999895.52 yuan, after deducting the total issue expenses of 9591992.75 yuan (excluding value-added tax), the actual net amount of funds raised is 1000407902.77 yuan.
Lixin Certified Public Accountants (special general partnership) has verified the capital availability of the company's non-public offering of shares on October 27, 2021 and issued the capital verification report of Shenzhen Sed Industry Co.Ltd(000032) non public development bank's stock raised funds (xksbz [2021] No. zg11887).
The company has stored the raised funds in a special account as required, And signed the tripartite supervision agreement on raised funds with the independent financial consultant (lead underwriter) and the Bank of deposit of the special account for raised funds as required. China Electronic System Technology Co., Ltd. (hereinafter referred to as "China system"), a holding subsidiary of the company, is the implementation subject of the raised investment project. It has also established a special account for raised funds and authorized to sign the Quartet supervision agreement.
2、 Investment projects with raised funds
The total amount of funds raised by the company's non-public offering of shares is RMB 100999900, after deducting underwriting fees After the issuance registration fee and other issuance expenses totaled 10.1675 million yuan (including tax), the balance of the company's special account for raised funds was 99.98324 million yuan, which was less than the amount of raised funds to be invested by 2 million yuan. On December 7, 2021, the 50th meeting of the eighth board of directors of the company deliberated and adopted the proposal on adjusting the investment amount of raised funds for raised investment projects , it is agreed to adjust the investment amount of the raised funds of the raised investment project. The specific adjustments are as follows:
Unit: 10000 yuan
No. project name total investment of the project proposed to be invested in raised funds
1 modern digital city technology R & D project 70031.3370000.00
2. Repayment of loans from financial institutions 50000.0029983.24
3 high tech engineering service items 115321.93-
Total 235353.2699983.24
3、 Pre investment of raised investment projects with self raised funds and payment of additional issuance registration fees
In order to smoothly promote the implementation of the raised investment project, before the raised funds are in place, the company will first invest with self raised funds according to the actual needs of the project progress, and replace them according to the procedures specified in relevant laws and regulations after the raised funds are in place.
As of November 30, 2021, China system, the holding subsidiary of the main company implementing the raised investment project, has invested the raised capital investment project in advance with self raised funds, with an amount of RMB 364904100, and the additional issuance registration fee paid by the company with self raised funds is RMB 67500. The raised funds will be used for replacement, with a total replacement amount of RMB 364971600.
The above amount has been specially audited by Lixin Certified Public Accountants (special general partnership) and issued the special audit report on Shenzhen Sed Industry Co.Ltd(000032) raised fund replacement (Xin Hui Shi Bao Zi [2021] No. zg21539).
1. Advance investment of raised investment projects with self raised funds and replacement arrangements
As of November 30, 2021, the actual investment amount of China system, the holding subsidiary of the company, invested in the investment projects with raised funds in advance with self raised funds is 364.9041 million yuan, as follows:
Unit: 10000 yuan
No. project name: total investment amount to be used after adjustment of the replacement amount of the pre invested funds and the amount of raised funds
1 modern digital city 70031.3370000.0036490.4136490.41 technology R & D project
2. Paid registration fee for additional issuance and replacement with self raised funds
As of November 30, 2021, the company has paid 67500 yuan of additional issuance registration fee in advance with self raised funds, and 67500 yuan of raised funds is required to replace the fees paid with self raised funds this time.
The company's self raised funds that have been invested in the investment projects of raised funds in advance and paid the registration fees for additional issuance are 364.9716 million yuan. The replacement time of raised funds is less than six months from the arrival time of raised funds, which meets the regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies According to the provisions of relevant laws, regulations and normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, there is no situation of changing the purpose of raised funds in a disguised form and damaging the interests of the company and shareholders. 4、 Review procedures and special opinions
1. Review procedure
On December 22, 2021, the company held the first meeting of the ninth board of directors and the first meeting of the ninth board of supervisors, deliberated and approved the proposal on using the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the additional issuance registration fees, and agreed that the company use the raised funds of RMB 364904100 to replace the self raised funds that have been invested in the raised investment projects, The independent directors of the company expressed their independent opinions on the matter by using the raised funds of RMB 67500 to replace the self raised funds that have paid the additional issuance registration fee.
2. Opinions of independent directors
The independent directors believe that the company's use of the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and the paid registration fees for additional issuance is legal and compliant, does not affect the normal implementation of the raised investment projects, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of the company and shareholders, especially the interests of minority shareholders. The replacement time of raised funds is less than six months from the time of receipt of raised funds, which complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies.
In conclusion, the independent directors agree that the company uses the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the registration fees of additional issuance.
3. Opinions of the board of supervisors
The board of supervisors of the company believes that: the company's replacement of self raised funds invested in raised investment projects in advance and paid additional issuance registration fees complies with relevant laws and regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, does not affect the normal implementation of raised investment projects, and does not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, especially small and medium-sized shareholders.
In conclusion, the board of supervisors agreed that the company would use the raised funds to replace the self raised funds that had been invested in the raised investment projects in advance and paid the registration fees for additional issuance.
4. Assurance opinion of accounting firm
Lixin Certified Public Accountants (special general partnership) issued the special audit report on Shenzhen Sed Industry Co.Ltd(000032) replacement of raised funds (Xin Kuai Shi Bao Zi [2021] No. zg215539), and considered that the special description on replacement of self raised funds invested in raised projects in advance by raised funds prepared by the company's management was consistent with the actual situation.
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that the use of raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid additional issuance registration fees has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed clear consent, Lixin Certified Public Accountants (special general partnership) has issued a special assurance report, performed necessary legal procedures, and the replacement time is less than 6 months from the arrival time of the raised funds, which is in line with the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen stock exchange The provisions, contents and review procedures 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 are legal and compliant. The exchange of raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and there is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, which is in line with the interests of the company and all shareholders.
In conclusion, the independent financial adviser agrees that SHENSANGDA uses the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance and paid the registration fees for additional issuance.
(there is no text on this page, which is the signature and seal page of Ping An Securities Co., Ltd. on Shenzhen Sed Industry Co.Ltd(000032) using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid additional issuance registration fees)
Independent financial advisor sponsor:
Qi Xuelin, Jiang Haoli
Ping An Securities Co., Ltd
