Sinolink Securities Co.Ltd(600109)
About Shandong Weida Machinery Co.Ltd(002026)
Verification opinions on using raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " and "sponsor") as the sponsor of non-public offering of shares (hereinafter referred to as "this offering") by Shandong Weida Machinery Co.Ltd(002026) Machinery Co., Ltd. (hereinafter referred to as " Shandong Weida Machinery Co.Ltd(002026) machinery" and "company"), in accordance with the administrative measures for securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents such as Shenzhen Stock Exchange Guidelines on self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board, guidelines on supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, The company has verified the capital increase of Shanghai Baicheng Electric Appliance Co., Ltd. (hereinafter referred to as "Shanghai Baicheng"), a wholly-owned subsidiary of the company, with the raised funds to implement the raised investment project. The specific verification is as follows:
1、 Basic information of 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.
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 18996871489066 automatic assembly vehicles for intelligent new energy energy storage power supply
New energy energy storage power R & D center 109949 999.49
Total 20096361589015
2、 Investment projects with raised funds and overview of this capital increase plan
Shanghai Baicheng, a wholly-owned subsidiary of the company, is the implementation subject of the company's non-public offering fund-raising project in 2020. Combined with the construction needs of the company's non-public offering raised investment projects in 2020 and the company's business development plan, in order to improve the use efficiency of the raised funds and accelerate the construction progress of the raised investment projects, the company plans to implement the capital increase plan by stages. The company uses the raised funds of 50 million yuan to increase its capital to Shanghai Baicheng. This capital increase will not increase the registered capital of Shanghai Baicheng, and all of them will be included in the capital reserve for the implementation and construction of investment projects with raised funds.
3、 Specific conditions of the implementation subject of this capital increase
Company name: Shanghai Baicheng Electric Appliance Co., Ltd
Unified social credit Code: 91310114631237231b
Type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Date of establishment: November 18, 1998
Registered capital: 90 million yuan
Address: No. 5937, Huyi Road, Jiading District
Legal representative: Yang Guimo
Business scope: production of electric tool switches and accessories, manufacturing of electronic components and components (except printed circuit board, except for segmentation, welding, pickling or organic solvent cleaning process), household appliances, metal materials, metal products, mechanical equipment, electromechanical equipment, environmental protection equipment, electrical equipment, hardware products, electronic products, electronic components, packaging materials Sales of rubber and plastic products. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Equity structure: the company holds 100% equity of Shanghai Baicheng.
The main financial information of the latest year is as follows:
Unit: 10000 yuan
Project September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 61809834834236
Total liabilities 19193971841494
Net assets 42615862992742
Project: January September 2021 (Unaudited) January December 2020 (audited)
Operating income 76567789348284
Total profit 14284911929180
Net profit 12492531668032
4、 Impact of this capital increase on the company
This time, the company raised funds to increase the capital of Shanghai Baicheng, the implementation subject of the raised investment project, and used this part of the funds for the construction of the raised investment project, which is in line with the development direction of the company's main business and has not changed the investment direction and project construction content of the raised funds, which is conducive to ensuring the smooth implementation of the raised investment project and meeting the needs of the company's future business development, Comply with the relevant provisions of relevant laws, regulations and normative documents, such as the stock 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.
At the same time, it is also conducive to improve the use efficiency of the raised funds, ensure the steady implementation of the investment projects with raised funds, comply with the company's long-term planning and development strategy, and there is no situation that changes the use purpose of the raised funds in a disguised form, or affects the normal operation of the investment projects with raised funds and damages the interests of shareholders.
5、 Management of raised funds after this capital increase
The capital increase will be deposited in the special account for raised funds opened by Shanghai Baicheng in Bank Of Communications Co.Ltd(601328) Shanghai Jiading sub branch, and the project implementation subject Shanghai Baicheng will use the raised funds to invest in the construction of the designated project. The company and Shanghai Baicheng will standardize the use of raised funds in strict accordance with relevant provisions such as the stock 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, and the company's management system for raised funds.
6、 Relevant review procedures and opinions
(I) opinions of the board of directors
The second interim meeting of the ninth board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of the wholly-owned subsidiary to implement the raised investment projects. The board of directors held that the company's use of the raised funds to increase the capital of the wholly-owned subsidiary Shanghai Baicheng is based on the actual construction needs of the company's non-public offering of raised investment projects in 2020, It is conducive to the smooth implementation of the investment projects with raised funds. Therefore, the board of directors agreed to use the raised funds to increase the capital of Shanghai Baicheng, a wholly-owned subsidiary.
(II) opinions of the board of supervisors
The second interim meeting of the ninth board of supervisors of the company deliberated and approved the proposal on using the raised funds to increase the capital of the wholly-owned subsidiary to implement the raised investment projects. The board of supervisors held that the company's use of the raised funds to increase the capital of the wholly-owned subsidiary Shanghai Baicheng electric appliance Co., Ltd. is based on the actual construction needs of the company's non-public offering of raised investment projects in 2020, It is conducive to steadily promote the investment projects with raised funds, comply with the provisions of relevant laws and regulations and normative documents, and damage the interests of the company and minority shareholders. Therefore, the board of supervisors agreed to the proposal. (III) independent opinions of independent directors
The independent directors of the company believe that the capital increase of Shanghai Baicheng, a wholly-owned subsidiary of the company with the raised funds, meets the actual operation needs of the raised funds investment project and is conducive to steadily promoting the implementation process of the raised funds investment project. The above matters have fulfilled the necessary decision-making procedures, have not changed the investment direction of the raised funds in a disguised form, will not have a substantive impact on the implementation of the investment projects with the raised funds, and there is no behavior damaging the interests of the company and minority shareholders, Comply 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, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the raised funds management system. We agree that the company will use the raised funds to increase the capital of Shanghai Baicheng Electric Appliance Co., Ltd.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company has fulfilled the necessary examination and approval procedures for the use of raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, and complies with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies The requirements of laws, regulations and normative documents such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange and so on. This time, the company uses the raised funds to increase capital to the wholly-owned subsidiary to implement the raised investment project, which is conducive to ensuring the smooth implementation of the raised funds investment project and meeting the needs of the company's future business development. The use mode of the above raised funds does not change the investment direction of the raised funds and does not damage the interests of shareholders.
To sum up, the sponsor agrees that the company will use the raised funds to increase capital to its wholly-owned subsidiary to implement the raised investment project.
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(there is no text on this page, which is the signature page of Sinolink Securities Co.Ltd(600109) verification opinions on Shandong Weida Machinery Co.Ltd(002026) using raised funds to increase capital to wholly-owned subsidiaries to implement projects invested with raised funds)
Sponsor representative:
Jie Ming Zhu Yaopeng
Sinolink Securities Co.Ltd(600109) March 7, 2022
