Zhongtian Guofu Securities Co., Ltd
About Bece Legend Group Co.Ltd(000803) issuing shares and paying cash to purchase assets and raising matching funds and related party transactions
Special verification report on the deposit and use of raised funds in 2021
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “independent financial consultant”) is an independent financial consultant for Bece Legend Group Co.Ltd(000803) (hereinafter referred to as ” Bece Legend Group Co.Ltd(000803) ” and “listed company”) to issue shares, pay cash to purchase assets and raise supporting funds and related party transactions (hereinafter referred to as “this restructuring”), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the storage and use of supporting funds raised in this restructuring in Bece Legend Group Co.Ltd(000803) 2021 were checked. The details are as follows: I. Basic information of raised funds
(I) actual amount of raised funds and time of fund arrival
Approved by the reply on Approving the application of Sichuan Jinyu Auto City (Group) Co., Ltd. to issue shares to purchase assets and raise supporting funds from Gannan and other places (zjxk (2020) No. 1222) by China Securities Regulatory Commission, The listed company issued 27102802 ordinary shares in RMB to Beijing Beikong photovoltaic technology development Co., Ltd. and Yuze hongniu No. 1 private equity investment fund at an issue price of 10.7 yuan / share, raising a total of 2899998140 yuan. After deducting the issuance fee of 1000000000 yuan (including tax), the raised fund was 2799998140 yuan, excluding lawyer’s fees Audit fees, statutory information disclosure and other issuance expenses are 205188682 yuan (excluding tax), plus the deductible value-added tax input tax of 56603774 yuan in the issuance fee, the net amount of funds raised by the listed company this time is 27851413232 yuan. The availability of the above raised funds has been verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report numbered tianjianyan [2020] No. 11-26.
(II) use of raised funds this year
As of December 31, 2021, the total amount of raised funds used by listed companies was 1609146 million yuan, including 7.6 million yuan of raised funds actually used in this year, 1181439 million yuan of permanent supplementary working capital, and the balance of raised funds was 06 million yuan.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to standardize the management of raised funds and improve the use efficiency of raised funds, In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, Combined with the actual situation of the company, the listed company has formulated the measures for the administration of Bece Legend Group Co.Ltd(000803) raised funds. Since the raised funds were in place, the company has stored, used and managed the raised funds in strict accordance with the measures for the administration of Bece Legend Group Co.Ltd(000803) raised funds.
Listed companies shall conduct special examination and approval for the use of raised funds to ensure that the special funds are used for special purposes.
(II) storage of raised funds in special account
In order to regulate the management and use of raised funds and protect the rights and interests of investors, listed companies, banks The independent financial consultant signed the tripartite supervision agreement on the special account for the storage of raised funds respectively, and combined with the actual situation, opened a special account for the special storage of raised funds in the following banks: opened a special account for raised funds in China Minsheng Banking Corp.Ltd(600016) Chengdu Branch, with an account number of 6322740112, and the funds received in the account on August 17, 2020 were 279998140 yuan, Then, on August 19, 2020, according to the purpose of the raised supporting funds “Nanchong Aosheng equipment manufacturing and digital R & D center investment project”, the proposed raised supporting funds of 13500000000 yuan were transferred to the following special account for raised funds, and the balance of funds after transfer out was 14499998140 yuan.
A special account for raising funds was opened in Nanchong branch of Mianyang Commercial Bank Co., Ltd., with an account number of 800010 Ping An Bank Co.Ltd(000001) 00000. On August 19, 2020, the funds received in the account were 13500000000 yuan.
As of December 31, 2021, the details of the deposit of raised funds are as follows:
Unit: Yuan
Deposit bank account name account number initial deposit amount ending date balance
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. has Bece Legend Group Co.Ltd(000803) group 632274011144999140 602.59 Co., Ltd. Chengdu Branch Co., Ltd
Mianyang commercial bank Nanchong Aosheng environmental protection Co., Ltd. Nanchong branch Equipment Co., Ltd
Total 2799998140 602.59
Note: the special account for raising funds of Nanchong branch of Mianyang Commercial Bank Co., Ltd. was completed on December 30, 2021
Cancellation procedures.
3、 Actual use of raised funds this year
The use of funds raised by Listed Companies in 2021 is as follows:
Unit: 10000 yuan
The total amount of raised funds is 2785141, and the total amount of raised funds invested in this year is 760.00
The total amount of raised funds with changed purposes during the reporting period was 1181439
The cumulative total amount of raised funds for changing purposes was 1181439, and the cumulative total amount of raised funds invested was 1609146, accounting for 42.42% of the total amount of raised funds for changing purposes
Whether the committed investment projects and over raised funds have changed, and whether the raised funds have been invested after adjustment. The investment in the current year has accumulated as of the end of the period. Whether the investment progress projects have reached the expected level, and whether the feasibility of the pre projects has been achieved in the current year. Whether the funds are invested in more projects (including the total amount of committed investment) (1) the amount of investment (%) (3) = (2) /Total amount (2) (1) of significant changes in benefits on the available state date
Committed investment projects
1. Cash consideration paid no 410363410363 – 410363 100.00% not applicable not applicable no
2. Repayment of debts of listed companies
And supplement the liquidity of listed companies 11396371024778 – 1024778 100.00% not applicable not applicable not applicable no funds (including the intermediary expenses of this transaction) 3. Nanchong Aosheng Equipment Manufacturing Co., Ltd
And digital R & D center investment is 13500001350000 760.00174005 12.89% not applicable
Subtotal of committed investment projects – 29 China Vanke Co.Ltd(000002) 785141 760.001609146——————————
Investment direction of over raised funds
Not applicable – —-——————————
Subtotal of investment of over raised funds – —-——————————
Total – 29 China Vanke Co.Ltd(000002) 785142 760.001609146——————————
Circumstances and reasons for not reaching the planned progress or not applying the expected benefits (by specific items)
(item)
When acquiring Beikong Shifang (Shandong) environmental protection and Energy Group Co., Ltd. (formerly known as “Shandong Shifang environmental protection and energy Co., Ltd.), because the company is in a critical period of strategic transformation, in order to rapidly expand the company’s main business, improve the company’s operating conditions and improve the company’s operating performance, After the merger and reorganization of Beikong Shifang (Shandong) environmental protection and Energy Group Co., Ltd., the feasibility of the project has changed significantly. The company actively looks for some high-quality projects for merger and acquisition, and successively acquired the equity of Beijing Xincheng Thermal Power Co., Ltd. and Taiyuan Tianrun bioenergy CO., Ltd, It has successively won the bid of Xiangtan City, including PPP project for resource utilization of kitchen waste and Yueyang kitchen waste treatment project, with a total bid amount of 356 million yuan.
The above-mentioned business takes up a lot of funds of the company. Due to the long construction cycle of the project and can not bring benefits to the company in a short time, the investment progress of the investment project of Nanchong Aosheng equipment manufacturing and digital R & D center has been slowed down based on the needs of the company’s development.
The amount, purpose and progress of the over raised funds, the change of the inapplicable point of the implementation of the raised funds investment project, the inapplicable adjustment of the implementer of the raised funds investment project, the inapplicability of the early investment and replacement of the raised funds investment project
On August 19, 2020, the 19th meeting of the 10th board of directors and the 9th meeting of the 10th board of supervisors deliberated and adopted the proposal on using some idle raised funds to temporarily supplement current funds, and using idle raised funds to temporarily supplement funds. In order to meet the needs of daily operation, make up for the gap of daily operation funds, and improve the use efficiency of raised funds, Reduce short-term liabilities, reduce financial costs and maximize the interests of the company’s working capital and shareholders. The company uses some idle raised funds of no more than 125 million yuan to temporarily supplement working capital for production and operation related to its main business. The service life shall not exceed 12 months from the date when the proposal is considered and approved by the board of directors.
The amount raised from the project has not been settled and the reasons for not using the remaining funds from the project are not applicable
Cash with idle raised funds on August 26, 2021, the company held the 40th meeting of the 10th board of directors and the 24th Meeting of the 10th board of supervisors, deliberated and approved the proposal on using idle raised funds for cash management and fund management of investment related products, and agreed that the company, on the premise of ensuring that the fund investment and fund safety of raised investment projects are not affected, Use the idle raised funds of no more than 200 million yuan for cash management (including the raised funds of no more than 85 million yuan from non-public offering and no more than 115 million yuan from the investment project of Nanchong Aosheng equipment manufacturing and digital R & D center)
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