Haitong Securities Company Limited(600837)
About Xianheng International Science&Technology Co.Ltd(605056)
Verification opinions on the use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects
Haitong Securities Company Limited(600837) (hereinafter referred to as " Haitong Securities Company Limited(600837) " or "sponsor") as Xianheng International Science&Technology Co.Ltd(605056) (hereinafter referred to as " Xianheng International Science&Technology Co.Ltd(605056) " or "company") makes initial public offering and listing of shares and continuously supervises the sponsor, According to the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange And other relevant regulations, the company has verified the matters that the company uses the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. The specific circumstances are as follows:
1、 Raised funds
Approved by the reply on approving Xianheng International Science&Technology Co.Ltd(605056) initial public offering of shares (zjxk [2021] No. 1776) of China Securities Regulatory Commission and approved by Shanghai Stock Exchange, the company issued 40.01 million RMB common shares (A shares) to the public for the first time, with a par value of 1 yuan per share, an issue price of 13.65 yuan per share and a total raised capital of 546136500 yuan, After deducting the issuance expenses (excluding value-added tax) of RMB 715364 million, the net amount of funds actually raised was RMB 4746001 million. The "special capital verification report" issued by the general accounting firm on July 15, 2021 has been in place. The company has managed the special account storage of raised funds in accordance with relevant regulations, and signed a tripartite / quadripartite supervision agreement on the special account storage of raised funds with the sponsor and the supervision Bank of the special account for raised funds.
2、 Investment projects with raised funds
The investment projects and use plans of the raised funds disclosed in the prospectus for initial public offering of shares of the company are as follows:
No. project name total investment amount of main project implementation amount of raised funds (10000 yuan) (10000 yuan)
1. Haining production base industrialization construction project Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) 25487.432227730
2 informatization upgrading and headquarters base construction project Xianheng International Science&Technology Co.Ltd(605056) 23402.161068316
3. Sifu city emergency Experience Hall and technical service network Xianheng International Science&Technology Co.Ltd(605056) 4594.28 network construction project
4 R & D center construction project Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) 669591669591
5 supplementary working capital Xianheng International Science&Technology Co.Ltd(605056) 17000.00320936
Total - 77179784746001
3、 The proposed use of raised funds to borrow from wholly-owned subsidiaries to implement raised investment projects
Whereas the implementation subject of the "R & D center construction project" in the raised capital investment project is Zhejiang xianhengchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Center Co., Ltd., a wholly-owned subsidiary of the company (hereinafter referred to as "Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) ), the company plans to use the raised capital of 669591 million yuan to provide interest free loans to Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) for the implementation of the above-mentioned raised investment projects, The loan term is two years from the date of actual loan. Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) can repay in advance or renew at maturity according to its actual business conditions; After maturity, if both parties have no objection, the loan will be automatically renewed. The loan is only used for the implementation of the above-mentioned raised investment projects and shall not be used for other purposes. The board of directors of the company authorizes the general manager of the company to handle the follow-up specific work of the above loan matters.
4、 Basic information of the borrower
(I) basic information
Company name: Zhejiang xianhengchuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Center Co., Ltd
Unified social credit code 91330481ma28amqq0d
Date of establishment: September 20, 2016
Registered capital: 150 million yuan
Paid in capital: 150 million yuan
Legal representative: Yu Hangjie
Registered address: No. 16, Qihui Road, Chang'an Town, Haining City, Zhejiang Province
General project: software development; Development of artificial intelligence application software; Network and information security software development; Information system integration service; Computer system services; Intelligent control system integration; General application system of artificial intelligence; Technical services, technology development, technical consultation, technical exchange, business scope, technology transfer and technology promotion; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of air pollution monitoring instruments and meters; Hardware manufacturing; Manufacturing of other special instruments; Manufacturing of other general instruments; Manufacturing of office equipment consumables; Manufacturing of drawing, calculation and measuring instruments; Manufacturing of electronic measuring instruments; General equipment manufacturing (excluding special equipment manufacturing); Instrument manufacturing;
Manufacturing of distribution switch control equipment; Optoelectronic device manufacturing; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Manufacturing of electronic components and electromechanical components; General parts manufacturing; Optical instrument manufacturing; Mold manufacturing; Manufacturing of pneumatic and electric tools; Metal tool manufacturing; Manufacturing of electrical instruments and meters; Manufacture of transformers, rectifiers and inductors; Manufacturing of hydraulic power machinery and components; Manufacturing of bearings, gears and transmission parts; Lighting fixture manufacturing; Generator and generator set manufacturing; Computer and office equipment maintenance; General equipment repair; Electrical equipment repair; Instrument repair; Repair of special equipment; Repair of communication equipment; Data processing services; Data processing and storage support services; Conference and exhibition services; Information technology consulting services; Safety consulting services; Non residential real estate leasing; Car Rental; Sales of pneumatic and electric tools; Digital video surveillance system sales; Lubricating oil sales; Wholesale of hardware products; Fire fighting equipment sales; Sales of electrical equipment; Sales of metal products; Sales of electrical equipment; Sales of security equipment; Sales of hydraulic power machinery and components; Sales of pumps and vacuum equipment; Wholesale of computer software, hardware and auxiliary equipment; Wholesale of electronic components; Wholesale of photographic equipment and telescope; AI hardware sales; Sales of generators and generator sets; Sales of optical communication equipment; Sales of metal tools; Sales of power electronic components; Sales of intelligent storage equipment; Sales of optical instruments; Sales of mechanical parts and components; Sales of air pollution monitoring and testing instruments; Sales of electronic components and electromechanical components and equipment; Sales of communication equipment; Camera and equipment sales; Sales of intelligent power transmission and distribution and control equipment; Mold sales; Sales of special instruments and meters for environmental monitoring; Sales of electrical and mechanical equipment; Instrument sales; Sales of mechanical equipment; Sales of electrical instruments and meters; Sales of gas and liquid separation and purification equipment; Distribution switch control equipment sales; Sales of environmental emergency detection instruments; Sales of electronic measuring instruments; Sales of intelligent instruments; Sales of experimental and analytical instruments; Sales of drawing, calculation and measuring instruments; Internet sales (except sales of goods requiring license); Lighting appliance sales; Lamp sales; Gift flower sales; Sales of office supplies; Sales of outdoor products; Sales of special equipment for environmental protection; Sales of labor protection articles; Retail of photographic equipment and telescope; Advertising production; Sales of high-performance fiber and composite materials (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license).
License items: Inspection and testing services; Technology import and export; Import and export of goods; Installation, repair and test of power facilities (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval results).
(II) financial data
Unit: RMB 10000
Project: end of September 2021 / January September 2021 end of 2020 / year 2020
Total assets 16662581727473
Total liabilities 1522211146862
Net assets 1514037580611
Operating income 123713160126
Net profit -200.26 517.09
Note: the financial data of 2020 have been audited by Tianjian Certified Public Accountants (special general partnership); The financial data from January to September 2021 were unaudited.
5、 Purpose of this loan and its impact on the company
The use of the raised funds to provide loans to Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) is based on the needs of the implementation of the company's plan for the use of the raised funds, which is helpful to promote the construction and development of the raised investment projects and is in line with the plan for the use of the raised funds. The use of the raised funds does not comply with the provisions of the laws and regulations of the company and the interests of all shareholders, and does not damage the interests of the company.
6、 Management of raised funds after the loan is provided
In order to ensure the safe use of the raised funds, Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) has opened a special account for the storage of the raised funds and signed a supervision agreement on the raised funds with the company, the sponsor and the special account bank, The company will urge Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) to standardize the use of raised funds in strict accordance with the requirements of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation.
7、 Review procedures and relevant opinions performed by the company
(I) deliberations of the board of directors
On March 4, 2022, the company held the 15th meeting of the second board of directors, deliberated and approved the proposal on using the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. The board of directors agreed that the company should use the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects.
(II) deliberation of the board of supervisors
On March 4, 2022, the company held the 10th meeting of the second board of supervisors, deliberated and adopted the proposal on using the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects. The board of supervisors believes that the company's use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects is mainly based on the construction needs of raised investment projects, which helps to meet the capital needs of raised investment projects, improve the use efficiency of raised funds and ensure the smooth implementation of raised investment projects. It complies with the implementation plan of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
Therefore, the board of supervisors approved the company to use the raised funds to provide loans to Zhejiang Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) for the implementation of the raised investment project.
(III) opinions of independent directors
Independent directors believe that the company's use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects is mainly based on the construction needs of raised investment projects, which helps to meet the fund needs of raised investment projects, improve the use efficiency of raised funds and ensure the smooth implementation of raised investment projects. It complies with the implementation plan of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders. The use of raised funds to provide loans to wholly-owned subsidiaries and implement raised investment projects is in line with the guidelines for the supervision of listed companies No. 2 - management of raised funds of listed companies of China Securities Regulatory Commission
