Sinolink Securities Co.Ltd(600109)
About Shandong Weida Machinery Co.Ltd(002026)
Verification opinions on replacing self raised funds of pre invested projects with raised funds
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "sponsor") as a sponsor of Shandong Weida Machinery Co.Ltd(002026) (hereinafter referred to as " Shandong Weida Machinery Co.Ltd(002026) " or "company") for initial public offering and listing of shares, in accordance with the measures for the administration of securities Issuance and listing sponsor business, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies Relevant provisions such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, as well as the actual investment of Shandong Weida Machinery Co.Ltd(002026) raised funds investment projects, carefully check the matters of Shandong Weida Machinery Co.Ltd(002026) this use of raised funds to replace the self raised funds of pre invested raised projects, The verification is as follows:
1、 Basic information of the raised funds
With the approval of the reply on the approval of Shandong Weida Machinery Co.Ltd(002026) non-public Development Bank shares (zjxk [2021] No. 3143) issued by the China Securities Regulatory Commission, Shandong Weida Machinery Co.Ltd(002026) completed the non-public issuance of 175002 million RMB ordinary shares, with an issue price of 9.08 yuan per share and a total raised capital of 158901500 yuan, After deducting the total issuance expenses related to the raised funds of 3.86 million yuan, the net amount of the actually raised funds was 1550415 million yuan. The availability of such raised funds has been verified by ShineWing Certified Public Accountants (special general partnership) and issued xyzh / 2021xaaa40586 capital verification report. The company has adopted special account storage management for the raised funds, and has signed the tripartite supervision agreement on raised funds with the sponsor and the bank storing the raised funds.
2、 Overview of investment projects with raised funds
According to the company's plan for non-public offering of shares in 2020 (the second revision), the net amount of funds raised after deducting the issuance expenses from the funds raised in this non-public offering will be used for the following items:
Project name total investment (10000 yuan) proposed investment amount of raised funds (10000 yuan)
Expand the automatic assembly vehicle of intelligent new energy energy storage power supply 18996871489066
between
New energy energy storage power R & D center 109949 999.49
Total 20096361589015
Before the funds raised from this non-public offering are in place, the company will invest its own funds first according to the actual situation of the project progress, and replace them after the raised funds are in place. If the net amount of funds raised this time is less than the total amount of funds to be invested in the above projects, the company will adjust and finally decide the priority of the investment of the raised funds and the specific investment amount of each project according to the actual amount of funds raised and the priorities of the projects. The insufficient part of the raised funds will be solved by the company with its own funds.
3、 Pre investment of self raised funds into projects invested with raised funds and proposed replacement with raised funds
As of February 20, 2022, the actual investment amount of the raised investment project invested by the company in advance with self raised funds was 473483 million yuan. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company plans to use the raised funds of 473483 million yuan to replace the self raised funds invested in the raised projects in advance. The specific conditions are as follows:
Unit: 10000 yuan
Project name total investment raised capital commitment to invest the replacement amount in advance investment amount self raised capital amount
Expand intelligent new energy energy storage power supply 18996871489066450163450163 automatic assembly workshop
New energy energy storage power R & D center 109949 999.49 233.20 233.20
Total 20096361589015473483473483
Note: the replacement amount in this period includes 1.3 million yuan of land and construction deposit. The above expenses will be returned to the special account for raised funds after the expiration of the guarantee period.
ShineWing Certified Public Accountants (special general partnership) conducted a special audit on the above situation of pre invested projects with self raised funds, and issued xyzh / 2022xaa40046 special explanation and verification report on Shandong Weida Machinery Co.Ltd(002026) replacing pre invested project funds with raised funds.
4、 The procedure of using the raised funds to replace the self raised funds invested in the raised investment project in advance
The replacement time of the company's raised funds this time is less than 6 months from the arrival time of the raised funds, which complies with the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the replacement behavior of the company's raised funds this time does not conflict with the implementation plan of the raised investment project and will not affect the normal implementation of the raised investment project, There is no case of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
The second interim meeting of the ninth board of directors of the company deliberated and approved the proposal on using the raised funds to replace the funds invested in the raised investment projects in advance, and agreed that the company would use the raised funds of 473483 million yuan to replace the self raised funds invested in the raised investment projects in advance.
The second interim meeting of the ninth board of supervisors of the company deliberated and approved the proposal on using the raised funds to replace the funds invested in the raised investment projects in advance, agreed that the company should use the raised funds of 473483 million yuan to replace the self raised funds invested in the raised investment projects in advance, and expressed clear agreement.
The independent directors of the company issued the independent opinions on matters related to the second interim meeting of the ninth board of directors and agreed that the company would use the raised funds of 473483 million yuan to replace the self raised funds invested in the raised projects in advance.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Shandong Weida Machinery Co.Ltd(002026) this time, the use of the raised funds of 473483 million yuan to replace the self raised funds invested in the raised projects in advance has been deliberated and approved at the second interim meeting of the ninth board of directors and the second interim meeting of the ninth board of supervisors, and the board of supervisors and independent directors of the company have expressed their explicit consent, ShineWing Certified Public Accountants (special general partnership) has also conducted special audit and performed necessary legal procedures, which comply 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 Listing Rules of Shenzhen Stock Exchange Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other relevant provisions. The use of the raised funds does not change the investment direction of the raised funds or damage the interests of shareholders. Sinolink Securities Co.Ltd(600109) has no objection to Shandong Weida Machinery Co.Ltd(002026) the use of the raised funds to replace the self raised funds of the pre invested raised projects.
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Sponsor representative:
Jie Ming Zhu Yaopeng
Sinolink Securities Co.Ltd(600109) March 7, 2022
