Huatai United Securities Co., Ltd
About Beijing Shengtong Printing Co.Ltd(002599)
Verification opinions on adjusting the implementation progress of projects invested with raised funds
In accordance with the relevant provisions and requirements of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, 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 laws, regulations and documents, Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "independent financial consultant") acts as an independent financial consultant for Beijing Shengtong Printing Co.Ltd(002599) (hereinafter referred to as " Beijing Shengtong Printing Co.Ltd(002599) " or "the company") to issue shares, purchase assets, raise supporting funds and related party transactions The implementation progress of the project to be invested with raised funds has been carefully and prudently verified. The details of the verification are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Beijing Shengtong Printing Co.Ltd(002599) to issue shares to Hou Jinggang and others to purchase assets and raise supporting funds (zjxk [2016] No. 3194) of the CSRC, Beijing Shengtong Printing Co.Ltd(002599) has implemented non-public issuance of RMB common shares (A shares) 10050492 shares raised matching funds, with the issue price of RMB 30.30 per share. The total amount of funds raised in this non-public offering is RMB 304529907.6. After deducting the relevant expenses of this offering, the net amount of funds raised is RMB 293530990.41. All the above raised funds have been in place and approved by Lixin certified public accountants (special general partnership) has issued the capital verification report (xksbz [2017] No. zb10026) for verification and confirmation. The company has adopted the special account storage management for the raised funds and signed the tripartite supervision agreement for raised funds with the independent financial consultant and the bank opening the special account for raised funds. The company has stored the raised funds in the special account for raised funds opened in the above bank.
2、 Use of raised funds
(i) Proposed investment of raised funds
After deliberation and approval of the resolutions of the second extraordinary general meeting of shareholders in 2016 and the first extraordinary meeting of the third board of directors in 2017, the use plan of the company's raised funds is as follows:
Unit: Yuan
No. total investment of implementing entity
1. Cash consideration for major asset restructuring 30530000.00
2. Intermediary fee: 13600000.00
3. Publishing service cloud platform project 120399907.60
4. Repayment of bank loan 80000000.00
5. Supplement the working capital of the listed company 60000000.00
Total 304529907.60
（2） Actual use of raised funds
1. Investment projects with raised funds
In January 2017, the company issued shares and paid cash to purchase 100% equity of Beijing Lebo. At the same time, the net amount of supporting raised funds was RMB 293530990.41. According to the purpose of the raised funds, it is planned to be used for "part of the cash consideration for the acquisition of 100% equity of Beijing Lebo", "publishing service cloud platform project", "supplementary working capital project of listed companies" and "repayment of bank loans".
As of December 17, 2021, the balance of funds raised by the company was 3.3985 million yuan (excluding 23.9 million yuan that had not been returned as of December 17 and was temporarily used to supplement working capital).
2. Advance investment and replacement of investment projects with raised funds
On March 31, 2017, according to the second meeting of the third board of directors in 2017 The proposal on the company's use of raised funds to replace self raised funds invested in raised investment projects in advance and the special audit report on Beijing Shengtong Printing Co.Ltd(002599) raised funds replacement issued by Lixin audit (xksbz [2017]) deliberated and adopted at the first meeting of the third board of supervisors in 2017 No. zb10157), the listed company replaced RMB 6419545.64 from the special account for supervision of raised funds of Beijing Branch of Guangdong Development Bank Co., Ltd., and invested the raised project funds in advance with its own funds.
3. Adjustment and implementation progress of projects invested with raised funds
According to the overall planning of the "publishing service cloud platform project", the construction period of the project is 2 years, from January 2017 to December 2018. Shengtong commercial printing express, a wholly-owned subsidiary of the company, is responsible for the specific implementation of the project, and it is proposed to use the supporting raised funds of 120.3999 million yuan. Relying on the industry resources accumulated by the company in the publishing industry chain for a long time, the project aims to connect publishing institutions, printing enterprises, distribution enterprises and relevant e-commerce enterprises, logistics enterprises and marketing channels, and uses Internet thinking, cloud processing and other technologies to create chain management services and channel services throughout the publishing industry.
As of December 31, 2018, the "publishing service cloud platform project" had used RMB 21.9991 million, and the investment progress was 18.27%. The reason why the project did not reach the expected production capacity is that, on the one hand, in 2017, affected by multiple factors such as the coordinated development of Beijing, Tianjin and Hebei, the relief of non capital core functions and the pressure of environmental protection, a large number of printing enterprises in Beijing and its surrounding areas were integrated and relocated. Printing enterprises are the key link in the construction of yunpingtai project, The unstable operation of a large number of printing enterprises in and around Beijing due to integration and relocation has an adverse impact on the construction of the project, resulting in the delay of investment progress; On the other hand, because the digital equipment required by the digital production business in the project is still in the process of continuous upgrading, and the corresponding equipment update iteration is fast, the company needs a certain time to fully understand and master the characteristics of the equipment and then order relevant products in batches. The equipment purchase progress is delayed, which hinders the overall construction progress of the project; Finally, the R & D Progress of the corresponding management platform of the project is lower than expected. In order to ensure the use effect and quality of the raised funds and promote the effective implementation of industrial informatization and Internet in the publishing service industry, after careful research, the company has decided to adjust the original planned completion time from December 31, 2018 to December 31, 2019. On December 28, 2018, the company held the 10th meeting of the 4th board of directors in 2018, deliberated and adopted the proposal on adjusting the implementation progress of projects invested with raised funds.
As of December 15, 2019, the "publishing service cloud platform project" has used 41.9909 million yuan, and the investment progress is 34.88%. It is expected that it will not be available before December 31, 2019. In order to ensure the use effect and quality of raised funds and promote the effective implementation of industrial informatization and Internet in the publishing service industry, the proposal on adjusting the implementation progress of investment projects with raised funds was deliberated and adopted at the 10th meeting of the Fourth Board of directors in 2019 on December 25, 2019, Adjust the original planned completion time from December 31, 2019 to December 31, 2020.
As of December 15, 2020, the "publishing service cloud platform project" has used 59.1812 million yuan, and the investment progress is 49.15%. It is expected that it will not be available before December 31, 2020. In order to ensure the use effect and quality of the raised funds and promote the effective implementation of industrial informatization and Internet in the publishing service industry, after careful research, the company plans to adjust the original planned completion time from December 31, 2020 to December 31, 2021.
As of December 17, 2021, the "publishing service cloud platform project" has used 99.2514 million yuan, and the investment progress is 82.43%.
3、 Temporary replenishment of working capital with idle raised funds
On April 27, 2017, Beijing Shengtong Printing Co.Ltd(002599) the fifth meeting of the third board of directors in 2017 and the fourth meeting of the third board of supervisors in 2017 passed the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use some idle funds of the publishing service cloud platform project with a maximum amount of no more than RMB 60 million to temporarily supplement working capital, The service life shall not exceed 12 months. Independent directors and independent financial advisers expressed their consent. On April 27, 2018, the 60 million yuan used by the company to temporarily supplement working capital has been returned to the special account for raised funds.
On May 24, 2018, Beijing Shengtong Printing Co.Ltd(002599) the fifth meeting of the Fourth Board of directors in 2018 and the fifth meeting of the Fourth Board of supervisors in 2018 considered and approved the proposal on using some idle raised funds to temporarily supplement working capital, and agreed that the company would use some idle raised funds of the "publishing service cloud platform project" to temporarily supplement working capital, with a total amount of no more than RMB 80 million, The service life shall not exceed 12 months, and the specific time shall be calculated from the date of deliberation and approval by the board of directors of the company. After the expiration, the company will return this part of funds to the special account for raised funds in time and in full. If the implementation progress of the raised investment project exceeds the current expectation, the company will make timely repayment with its own funds or bank loans at any time to ensure the progress of the project. The company's independent directors and independent financial advisers agreed. As of April 2, 2019, all 80 million yuan used by the company to temporarily supplement working capital has been returned to the special account for raised funds.
On April 9, 2019, the second meeting of the Fourth Board of directors in 2019 and the first meeting of the Fourth Board of supervisors in 2019 passed the proposal on using idle raised funds to temporarily supplement working capital, and agreed that the company could temporarily supplement working capital with part of the idle funds not exceeding RMB 45 million of the "publishing service cloud platform project", The service life shall not exceed 6 months. The independent directors and independent financial advisers of the listed company expressed their opinions on agreeing to use part of the idle raised funds to supplement the working capital temporarily. As of September 29, 2019, all the 45 million yuan used by the company to temporarily supplement working capital had been returned to the special account for raised funds.
On December 25, 2020, The fourth (Interim) meeting of the 5th board of directors in 2020 and the third meeting of the 5th board of supervisors in 2020 passed the proposal on using some idle raised funds to temporarily supplement working capital , it is agreed that the company will temporarily supplement the working capital with some idle funds of the publishing service cloud platform project with a maximum amount of no more than RMB 30 million, and the service life shall not exceed 12 months. The independent directors of the company also expressed their explicit consent. As of December 23, 2021, all the 30 million yuan used by the company to temporarily supplement working capital has been returned to the special account for raised funds.
4、 The implementation progress of the project invested by raised funds is adjusted this time
Relying on the industry resources accumulated by the company for a long time in the publishing industry chain, the "publishing service cloud platform project" aims to build a cloud service platform throughout the whole industry chain of the publishing industry by using Internet thinking, cloud processing and other technologies with the important goal of connecting publishing institutions, printing enterprises, distribution enterprises and relevant e-commerce enterprises, logistics enterprises and marketing channels. Aiming at the problems existing in the current publishing industry, the project starts with improving business efficiency, and makes use of the company's existing resource advantages to further expand and strengthen. As of December 17, 2021, the investment progress of "publishing service cloud platform project" was 82.43%. At present, the digital equipment required by the digital production business of the project still needs to be upgraded continuously, and the relevant technical solutions of the publishing management software platform also need to be iterated quickly. According to the market development situation and actual production and operation needs, the company has carefully studied it for the sake of rational allocation of resources and other factors, It is decided to adjust the original planned completion time from December 31, 2021 to December 31, 2022.
Project name date when the project reaches the expected usable state date when the project reaches the expected usable state (before adjustment) period (after adjustment)
Publishing service cloud platform project December 31, 2021 December 31, 2022
The adjustment of the implementation progress of the project invested by the raised funds is a prudent decision made by the company according to the actual progress of the project. The adjustment of the implementation progress of the project will not change the implementation content, total investment, implementation subject and implementation location of the project, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of other shareholders, especially minority shareholders. The adjustment of the implementation progress of the investment project with raised funds will not have a significant adverse impact on the normal operation of the company.
5、 Relevant review procedures
On December 24, 2021, the 12th (Interim) meeting of the Fifth Board of directors of the company in 2021 deliberated and adopted the proposal on adjusting the implementation progress of investment projects with raised funds, and agreed to the implementation of investment projects with raised funds of the company
